tm2320766-18_424b3 - none

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 PINSTRIPES HOLDINGS, INC. IN CONNECTION
WITH THE BUSINESS COMBINATION)

The board of directors of Banyan Acquisition Corporation, a Delaware corporation (“Banyan”), has approved the transactions (collectively, the “Business Combination”) contemplated by that certain Business Combination Agreement, dated as of June 22, 2023 (as amended and restated on September 26, 2023 and on November 22, 2023, the “Business Combination Agreement”), by and among Banyan, Panther Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Banyan (“Merger Sub”), and Pinstripes, Inc., a Delaware corporation (“Pinstripes”), a copy of which is attached to this joint proxy statement/consent solicitation statement/prospectus as Annex A. As described in this joint proxy statement/consent solicitation statement/prospectus, Banyan’s stockholders are being asked to consider and vote upon the Business Combination, among other items. As used in this joint proxy statement/consent solicitation statement/prospectus, “New Pinstripes” refers to Banyan after giving effect to the consummation of the Business Combination.

In connection with the Business Combination, among other things, (i) the governing documents of Banyan will be replaced by governing documents for New Pinstripes, (ii) Banyan will change its name to “Pinstripes Holdings, Inc.,” (iii) each of the then-issued and outstanding shares of Class A common stock, par value $0.0001 per share, of Banyan (the “Banyan Class A Common Stock”), other than the Vesting Shares (as defined below), will continue as a share of Class A common stock of New Pinstripes, par value $0.0001 per share (“New Pinstripes Class A Common Stock”), (iv) each of the then-issued and outstanding shares of Class B common stock, par value $0.0001 per share, of Banyan (the “Banyan Class B Common Stock,” and together with the Banyan Class A Common Stock, the “Banyan Common Stock”) other than the Vesting Shares, will be converted, on a one-for-one basis, into a share of New Pinstripes Class A Common Stock, (v) 50% each of the then-issued and outstanding shares of Banyan Common Stock held by the Sponsor Holders that are subject to forfeiture and/or vesting on the basis of achieving certain trading price thresholds following the Closing (the “Vesting Shares”) will be converted, on a one-for-one basis, into a share of Series B-1 common stock, par value $0.0001 per share of New Pinstripes (the “New Pinstripes Series B-1 Common Stock”) and 50% of the Vesting Shares will be converted, on a one-for-one basis, into a share of Series B-2 common stock, par value $0.0001 per share of New Pinstripes (the “New Pinstripes Series B-2 Common Stock,” together with the New Pinstripes Series B-1 Common Stock, the “New Pinstripes Class B Common Stock” and the New Pinstripes Class B Common Stock together with the New Pinstripes Class A Common Stock, the “New Pinstripes Common Stock”), and (vi) each then-issued and outstanding whole warrant exercisable for one share of Banyan Class A Common Stock will become exercisable for one share of New Pinstripes Class A Common Stock at an exercise price of $11.50 per share on the terms and conditions set forth in the Warrant Agreement, dated as of January 19, 2022, by and between Banyan and Continental Stock Transfer & Trust Company, as warrant agent (as amended or amended and restated from time to time). In connection with clauses (iii) and (vi) of this paragraph, each issued and outstanding unit of Banyan that has not been previously separated into the underlying Banyan Class A Common Stock and the underlying Banyan warrants will be canceled and will entitle the holder thereof to one share of New Pinstripes Class A Common Stock and one-half of one New Pinstripes warrant.

On the date of closing of the Business Combination (the “Closing”), Merger Sub will merge with and into Pinstripes (the “Merger”), with Pinstripes being the surviving corporation of the Merger (the date and time that the Merger becomes effective being referred to as the “Effective Time”), and, as a result of which, the surviving company will become a wholly owned subsidiary of Banyan.

In accordance with the terms and subject to the conditions of the Business Combination Agreement, immediately prior to the Effective Time, each outstanding share of Pinstripes preferred stock will be converted into shares of Pinstripes common stock, par value $0.01 per share (“Pinstripes Common Stock”), in accordance with the governing documents of Pinstripes, and each warrant and convertible note of Pinstripes will be automatically exercised for, or convert into, shares of Pinstripes Common Stock in accordance with their respective terms. At the Effective Time, each share of Pinstripes Common Stock (including as a result of the conversions specified above, but excluding any dissenting shares and cancelled treasury stock and shares of Pinstripes Common Stock issued in connection with the conversion of the Series I Convertible Preferred Stock of Pinstripes) will be automatically cancelled and extinguished and converted into the right to receive shares of New Pinstripes Class A Common Stock, determined in accordance with the Business Combination Agreement, at an exchange ratio of approximately 1.86 shares of New Pinstripes Class A Common Stock for each share of Pinstripes Common Stock. In addition, each outstanding share of Pinstripes Common Stock received upon conversion of Series I Convertible Preferred Stock of Pinstripes will be automatically cancelled and extinguished and converted into the right to receive shares of New Pinstripes Class A Common Stock determined in accordance with the Business Combination Agreement, based on an exchange ratio of 2.5 shares of New Pinstripes Class A Common Stock for each share of Pinstripes Common Stock.

On September 26, 2023, Banyan, Merger Sub and Pinstripes entered into an amended and restated version of the Business Combination Agreement to (1) revise the definition of “Equity Value” to $379,366,110 from $429,000,000 and (2) provide that holders of common stock of Pinstripes prior to the closing of the Business Combination (excluding holders of common stock issued in connection with the conversion of the Series I Convertible Preferred Stock of Pinstripes) would receive an aggregate of 5,000,000 shares of New Pinstripes Class B Common Stock (pro rata to each such holder’s entitlement to consideration in connection with the merger between Merger Sub and Pinstripes (the “Merger”)) as set forth on an allocation schedule to be delivered by Pinstripes to Banyan at least three business days prior to the Closing, which shares shall be subject to the vesting and forfeiture conditions and restrictions on transfer as implemented in the Proposed Charter by the issuance of 2,500,000 shares of New Pinstripes Series B-1 Common Stock and 2,500,000 shares of New Pinstripes Series B-2 Common Stock, which shall convert into shares of New Pinstripes Class A Common Stock upon the satisfaction of the vesting conditions described herein.

On November 22, 2023, Banyan, Merger Sub and Pinstripes entered into a second amended and restated version of the Business Combination Agreement, a copy of which is attached to this joint proxy statement/consent solicitation statement/prospectus as Annex A, to (1) revise the definition of “Equity Value” to $336,214,140 from $379,366,110, (2) provide that holders of common stock of Pinstripes prior to the closing of the Business Combination (excluding holders of common stock issued in connection with the conversion of the Series I Convertible Preferred Stock of Pinstripes) would receive an aggregate of 4,000,000 shares of New Pinstripes Class B Common Stock (pro rata to each such holder’s entitlement to consideration in connection with the Merger) as set forth on an allocation schedule to be delivered by Pinstripes to Banyan at least three business days prior to the Closing, which shares shall be subject to the vesting and forfeiture conditions and restrictions on transfer as implemented in the Proposed Charter by the issuance of shares of New Pinstripes Series B-3 Common Stock, which shall convert into shares of New Pinstripes Class A Common Stock upon the satisfaction of the vesting conditions described herein and (3) provide that a number of shares equal to the number of shares that the Sponsor will forfeit in connection with the Closing, in accordance with the amended sponsor letter agreement, will be issued to the holders of common stock of Pinstripes prior to the closing of the Business Combination as merger consideration.

At or prior to the Closing of the Business Combination, Banyan may enter into one or more equity financings with aggregate gross proceeds of up to $53,733,800. The proceeds of such financings will be used to satisfy the minimum cash condition of $75,000,000 contained in the Business Combination Agreement.

The Banyan Class A Common Stock is currently listed on the New York Stock Exchange (the “NYSE”) under the symbol “BYN.” Banyan will apply for listing, to be effective at the time of the Closing, of New Pinstripes Class A Common Stock and the public and private warrants of New Pinstripes on the NYSE under the proposed symbols “PNST” and “PNST WS,” respectively. It is a condition of the consummation of the Business Combination that Banyan’s initial listing application with the NYSE (or the Nasdaq Stock Market LLC (“Nasdaq”)) in connection with the Business Combination shall have been conditionally approved, and immediately following the Effective Time, Banyan will satisfy any applicable initial and continued listing requirements of the NYSE (or Nasdaq), and the New Pinstripes Class A Common Stock (including New Pinstripes Class A Common Stock issuable upon conversion of New Pinstripes Series B-1 Common Stock, New Pinstripes Series B-2 Common Stock and New Pinstripes Series B-3 Common Stock) issued in connection with the Business Combination shall have been approved for listing on the NYSE (or Nasdaq). However, there can be no assurance such listing condition will be met or that Banyan will obtain such approval from the NYSE (or Nasdaq). If such listing condition is not met or if such approval is not obtained, the Business Combination will not be consummated unless the stock exchange approval condition set forth in the Business Combination Agreement is waived by the applicable parties.

Banyan reserves the right to postpone or adjourn the stockholder meeting on one or more occasions in accordance with the terms and conditions of the Business Combination Agreement.

This joint proxy statement/consent solicitation statement/prospectus provides stockholders of Banyan with detailed information about the Business Combination and other matters to be considered at the special meeting of Banyan. It also includes information about Banyan and Pinstripes. We encourage you to read this entire joint proxy statement/consent solicitation statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in the section titled “Risk Factors” beginning on page 66 of this joint proxy statement/consent solicitation statement/prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS JOINT PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS JOINT PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This joint proxy statement/consent solicitation statement/prospectus is dated December 4, 2023, and is first being mailed to Banyan’s stockholders on or about December 4, 2023.

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BANYAN ACQUISITION CORPORATION
400 Skokie Blvd, Suite 820
Northbrook, Illinois 60062

To the Stockholders of Banyan Acquisition Corporation:

You are cordially invited to attend a special meeting of stockholders (the “Special Meeting”) of Banyan Acquisition Corporation, a Delaware corporation (“Banyan”), which will be held virtually at https://www.cstproxy.com/banyanacquisition/sm2023 at 10:00 a.m., Eastern Time, on December 20, 2023, or at such other date and at such other place to which the meeting may be postponed or adjourned. We are planning for the Special Meeting to be held virtually over the internet.

You or your proxyholder will be able to attend and vote at the Special Meeting by visiting https://www.cstproxy.com/banyanacquisition/sm2023 and using a control number assigned by Continental Stock Transfer & Trust Company. To register and receive access to the virtual meeting, registered stockholders and beneficial holders of Banyan stock (i.e., those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the accompanying joint proxy statement/consent solicitation statement/prospectus.

On June 22, 2023, Banyan entered into a Business Combination Agreement (as amended and restated on September 26, 2023, and on November 22, 2023, the “Business Combination Agreement”) with Panther Merger Sub Inc., a Delaware corporation (“Merger Sub”), and Pinstripes, Inc., a Delaware corporation (“Pinstripes”). The transactions contemplated by the Business Combination Agreement are referred to herein as the “Business Combination.” You are being asked to consider and vote upon a proposal, which is referred to herein as the “Business Combination Proposal,” to approve and adopt (i) the Business Combination Agreement, a copy of which is attached to the accompanying joint proxy statement/consent solicitation statement/prospectus as Annex A, and (ii) the Business Combination.

As further described in the accompanying joint proxy statement/consent solicitation statement/prospectus, subject to the terms and conditions of the Business Combination Agreement, the following transactions will occur on the date of closing: (i) Merger Sub will merge with and into Pinstripes (the “Merger”) with Pinstripes being the surviving corporation of the merger and, as a result of which, Banyan will become the parent company of Pinstripes (the time at which the Merger becomes effective is being referred to herein as the “Effective Time”), (ii) the governing documents of Banyan will be replaced by governing documents for New Pinstripes (as defined below), (iii) upon the effectiveness of the Business Combination (the “Closing”), Banyan will change its name to “Pinstripes Holdings, Inc.” (“New Pinstripes”), (iv) each of the then-issued and outstanding shares of Class A common stock, par value $0.0001 per share, of Banyan (the “Banyan Class A Common Stock”), other than the Vesting Shares (as defined below), will continue as a share of Class A common stock of New Pinstripes, par value $0.0001 per share (“New Pinstripes Class A Common Stock”), (v) each of the then-issued and outstanding shares of Class B common stock, par value $0.0001 per share, of Banyan (the “Banyan Class B Common Stock,” and together with the New Pinstripes Series B-1 Common Stock, the “New Pinstripes Class B Common Stock” and the New Pinstripes Class B Common Stock together with the Banyan Class A Common Stock, the “Banyan Common Stock”) other than the Vesting Shares, will be converted, on a one-for-one basis, into a share of New Pinstripes Class A Common Stock, (vi) 50% each of the then-issued and outstanding shares of Banyan Common Stock held by the Sponsor Holders that are subject to forfeiture and/or vesting on the basis of achieving certain trading price thresholds following the Closing (the “Vesting Shares”) will be converted, on a one-for-one basis, into a share of Series B-1 common stock, par value $0.0001 per share of New Pinstripes (the “New Pinstripes Series B-1 Common Stock”) and 50% of the Vesting Shares will be converted, on a one-for-one basis, into a share of Series B-2 common stock, par value $0.0001 per share of New Pinstripes (the “New Pinstripes Series B-2 Common Stock,” together with the New Pinstripes Class A Common Stock and the New Pinstripes Series B-1 Common Stock, the “New Pinstripes Common Stock”), and (vii) each then-issued and outstanding whole warrant exercisable for one share of Banyan Class A Common Stock will become exercisable for one share of New Pinstripes Class A Common Stock at an exercise price of $11.50 per share on the terms and conditions set forth in the Warrant Agreement, dated as of January 19, 2022, by and between Banyan and Continental Stock Transfer & Trust Company, as warrant agent (as amended or amended and restated from time to time). In connection with clauses (iv) and (vii) of this paragraph, each issued and outstanding unit of Banyan that has not been previously separated into the underlying Banyan

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Class A Common Stock and the underlying Banyan warrants will be canceled and will entitle the holder thereof to one share of New Pinstripes Class A Common Stock and one-half of one New Pinstripes warrant.

Furthermore, in accordance with the Business Combination Agreement, immediately prior to the Effective Time, all outstanding shares of Pinstripes preferred stock will convert into shares of Pinstripes common stock, par value $0.01 per share (“Pinstripes Common Stock”), in accordance with the governing documents of Pinstripes, and all warrants and convertible notes of Pinstripes will be automatically exercised for, or convert into, shares of Pinstripes Common Stock in accordance with their respective terms. At the Effective Time, (i) each outstanding share of Pinstripes Common Stock (including as a result of the conversions specified above, but excluding any dissenting shares and cancelled treasury stock and shares of Pinstripes Common Stock issued in connection with the conversion of the Series I Convertible Preferred Stock of Pinstripes) will be automatically cancelled and extinguished and converted into the right to receive shares of New Pinstripes Class A Common Stock, determined in accordance with the Business Combination Agreement, based on an exchange ratio of approximately 1.86 shares of New Pinstripes Class A Common Stock for each share of Pinstripes Common Stock, (ii) each outstanding share of Pinstripes Common Stock received upon conversion of Series I Convertible Preferred Stock of Pinstripes will be automatically cancelled and extinguished and converted into the right to receive shares of New Pinstripes Class A Common Stock determined in accordance with the Business Combination Agreement, based on an exchange ratio of 2.5 shares of New Pinstripes Class A Common Stock for each share of Pinstripes Common Stock and (iii) each outstanding option of Pinstripes (whether vested or unvested) will be assumed by New Pinstripes and substituted for an option to purchase shares of New Pinstripes Class A Common Stock.

On September 26, 2023, Banyan, Merger Sub and Pinstripes entered into an amended and restated version of the Business Combination Agreement to (1) revise the definition of “Equity Value” to $379,366,110 from $429,000,000 and (2) provide that holders of common stock of Pinstripes prior to the closing of the Business Combination (excluding holders of common stock issued in connection with the conversion of the Series I Convertible Preferred Stock of Pinstripes) would receive an aggregate of 5,000,000 shares of New Pinstripes Class B Common Stock (pro rata to each such holder’s entitlement to consideration in connection with the Merger) as set forth on an allocation schedule to be delivered by Pinstripes to Banyan at least three business days prior to the Closing, which shares shall be subject to the vesting and forfeiture conditions and restrictions on transfer as implemented in the Proposed Charter by the issuance of 2,500,000 shares of New Pinstripes Series B-1 Common Stock and 2,500,000 shares of New Pinstripes Series B-2 Common Stock, which shall convert into shares of New Pinstripes Class A Common Stock upon the satisfaction of the vesting conditions described herein.

For additional information regarding the consideration payable under the Business Combination Agreement, see the section in the accompanying joint proxy statement/consent solicitation statement/prospectus entitled “Proposal No. 1 — The Business Combination Proposal — Consideration to be Received in the Business Combination.”

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In connection with the foregoing and concurrently with the execution of the Business Combination Agreement, Banyan Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), George Courtot, Bruce Lubin, Otis Carter, Kimberley Annette Rimsza, Matt Jaffee and Brett Biggs (together with the Sponsor, the “Sponsor Holders”) entered into a Sponsor Letter Agreement (the “Sponsor Letter Agreement”), pursuant to which, among other things, the Sponsor Holders have agreed, (i) for no additional consideration to waive their respective redemption rights in connection with the consummation of the Business Combination with respect to any Banyan Class A Common Stock and Banyan Class B Common Stock they may hold, (ii) to subject two-thirds of the Banyan Class B Common Stock (or Banyan Class A Common Stock, if converted) held by the Sponsor Holders to certain vesting conditions and forfeiture, (iii) waive the anti-dilution or similar protections with respect to shares of Banyan Class B Common Stock held by the Sponsor Holders and (iv) to vote any shares of Banyan Class A Common Stock or Banyan Class B Common Stock held by them in favor of the Business Combination Proposal and the other proposals to be considered at the Special Meeting. Currently, the Sponsor Holders hold 64.4% of issued and outstanding Banyan Common Stock. For additional information regarding the Sponsor Letter Agreement, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Sponsor Letter Agreement” in the accompanying joint proxy statement/consent solicitation statement/prospectus.

In addition to the Business Combination Proposal, Banyan stockholders are being asked to consider and vote upon (a) a proposal to approve the proposed certificate of incorporation of New Pinstripes (the “Proposed Charter”), a copy of which is attached to the accompanying joint proxy statement/consent solicitation statement/prospectus as Annex B (the “Charter Proposal”), (b) on a nonbinding advisory basis, proposals related to material differences between Banyan’s existing amended and restated certificate of incorporation and the Proposed Charter (the “Governance Proposals”), (c) a proposal to approve, for purpose of complying with Section 312.03 of the NYSE Listed Company Manual, the issuance of shares of New Pinstripes Common Stock in connection with the Business Combination (the “Listing Proposal”), (d) a proposal to approve and adopt the New Pinstripes Equity Incentive Plan, a copy of which is attached to the accompanying joint proxy statement/consent solicitation statement/prospectus as Annex D (the “Equity Incentive Plan Proposal”), (e) a proposal to approve and adopt the New Pinstripes Employee Stock Purchase Plan, a copy of which is attached to the accompanying joint proxy statement/consent solicitation statement/prospectus as Annex E (the “ESPP Proposal”), and (f) a proposal to adjourn the Special Meeting to a later date or dates to the extent necessary (the “Adjournment Proposal”).

Each of the Business Combination Proposal, the Charter Proposal, the Listing Proposal and the Equity Incentive Plan Proposal (collectively, the “Condition Precedent Proposals”) is conditioned on the approval and adoption of each of the other Condition Precedent Proposals, and the Business Combination will be consummated only if each of the Condition Precedent Proposals is approved by the requisite number of Banyan stockholders. If the Business Combination Proposal is not approved, the other proposals (except the Adjournment Proposal) will not be presented to the Banyan stockholders for a vote. The Adjournment Proposal is not conditioned on the approval of any other proposal. Each of these proposals is more fully described in the accompanying joint proxy statement/consent solicitation statement/prospectus, which each Banyan stockholder is encouraged to read carefully and in its entirety.

The board of directors of Banyan (the “Banyan Board”) has determined that each of the Condition Precedent Proposals is advisable and in the best interests of Banyan and its stockholders. The Banyan Board approved the Business Combination Agreement and the transactions contemplated thereby and recommends that Banyan’s stockholders vote “FOR” the Business Combination Proposal, “FOR” the Charter Amendment Proposal, “FOR” the Governance Proposals, “FOR” the Listing Proposal, “FOR” the Equity Incentive Plan Proposal, “FOR” the ESPP Proposal, and “FOR” the Adjournment Proposal (if necessary). Each such proposal is described in the accompanying joint proxy statement/consent solicitation statement/prospectus.

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may result in conflicts of interest, including a conflict between what may be in the best interests of Banyan and its stockholders and what may be best for a director’s personal interests when determining to recommend that the Banyan stockholders vote for the aforementioned proposals. See the sections in the accompanying joint proxy statement/consent solicitation statement/prospectus entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” and “Beneficial Ownership of Securities.”

Subject to the terms and provisions of the Business Combination Agreement, Banyan reserves the right at any time to cancel the Special Meeting and not to submit to its stockholders any of the aforementioned proposals. In the event the Special Meeting is canceled, Banyan will liquidate and dissolve in accordance with its certificate of incorporation. In additional, subject to the terms and provisions of the Business Combination Agreement, Banyan reserves the right to postpone or adjourn the Special Meeting on one or more occasions to a later date.

Banyan’s units, the Banyan Class A Common Stock, and Banyan’s redeemable warrants are traded on the New York Stock Exchange (the “NYSE”) under the symbols “BYN.U,” “BYN” and “BYN WS,” respectively. At the closing of the Business Combination, the units will separate into their component shares of common stock and warrants so that the units will no longer trade. New Pinstripes will apply to list, to be effective at the time of the Closing, its common stock and warrants on the NYSE (or the Nasdaq Stock Market LLC) under the symbols “PNST” and “PNST WS,” respectively.

Only holders of record of shares of Banyan Class A Common Stock and shares of Banyan Class B Common Stock at the close of business on November 20, 2023 (the “Record Date”) are entitled to notice of and to vote and have their respective votes counted at the Special Meeting and any adjournments or postponements of the Special Meeting. A complete list of Banyan’s stockholders of record entitled to vote at the Special Meeting will be available for 10 days before the Special Meeting at Banyan’s principal executive offices for inspection by its stockholders during ordinary business hours for any purpose related to the Special Meeting and electronically during the Special Meeting at https://www.cstproxy.com/banyanacquisition/sm2023.

The accompanying joint proxy statement/consent solicitation statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Special Meeting. We urge you to read this document and the documents incorporated herein by reference carefully and in their entirety. See the section entitled “Risk Factors” in the accompanying joint proxy statement/consent solicitation statement/prospectus for a discussion of the risks you should consider in evaluating the proposed Business Combination and how it will affect you. Events occurring prior to the Special Meeting may require Banyan to supplement or amend the accompanying joint proxy statement/consent solicitation statement/prospectus, in which case, you are encouraged to read such supplement or amendment along with the accompanying joint proxy statement/consent solicitation statement/prospectus.

Your vote is very important. To ensure your representation at the Special Meeting, please complete and return the enclosed proxy card or submit your proxy by following the instructions contained in the accompanying joint proxy statement/consent solicitation statement/prospectus and on your proxy card. Please submit your proxy promptly whether or not you expect to participate in the Special Meeting. Submitting a proxy now will NOT prevent you from being able to virtually vote online during the Special Meeting. If you hold your shares in “street name,” you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you receive from your broker, bank or other nominee. If you have any questions regarding the accompanying joint proxy statement/consent solicitation statement/prospectus, you may contact Morrow Sodali LLC, Banyan’s proxy solicitor, by calling (800) 662-5200 (toll-free), or banks and brokers can call (203) 658-9400, or by emailing BYN.info@investor.morrowsodali.com. If you return your proxy card signed and without an indication of how you wish to vote, your shares will be voted in favor of each of the aforementioned proposals.

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may elect to redeem their respective shares of Banyan Class A Common Stock whether they vote “For” or “Against” the Business Combination Proposal or abstain from voting. If the Business Combination is not consummated, the shares of Banyan Class A Common Stock will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a Public Stockholder properly exercises its right to redeem all or a portion of the Banyan Class A Common Stock that it holds and timely tenders or delivers its applicable shares to Banyan’s transfer agent, Banyan will redeem such Banyan Class A Common Stock for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of Banyan’s initial public offering, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in such trust account (net of taxes payable).

Notwithstanding the foregoing, a Public Stockholder, together with any such stockholder’s affiliates or any other person or entity with whom such stockholder is acting in concert or as a “group” (as defined in Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the Banyan Class A Common Stock sold in Banyan’s initial public offering.

For illustrative purposes, as of November 29, 2023, the most recent practicable date prior to the date of the accompanying joint proxy statement/consent solicitation statement/prospectus, the redemption price per share would have amounted to approximately $10.70, based on the aggregate amount on deposit in the aforementioned trust account of approximately $42,782,827 as of November 29, 2023 (including interest earned on the funds held in such trust account and not previously released to Banyan to pay its taxes), divided by the total number of then-outstanding Public Shares (as defined in the accompanying joint proxy statement/consent solicitation statement/prospectus). If a Public Stockholder exercises its redemption rights in full, then it will be electing to exchange its Banyan Class A Common Stock for cash and, upon the consummation of the Business Combination, will no longer own Banyan Class A Common Stock. See “Special Meeting of Banyan Stockholders — Redemption Rights” in the accompanying joint proxy statement/consent solicitation statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Banyan Class A Common Stock for cash. A Public Stockholder must complete the procedures for electing to redeem its Banyan Class A Common Stock in the manner described in the accompanying joint proxy statement/consent solicitation statement/prospectus prior to 5:00 p.m., Eastern Time, on December 18, 2023 (two business days before the initially scheduled date of the Special Meeting) in order for its shares to be redeemed.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE BANYAN REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE AFOREMENTIONED TRUST ACCOUNT AND TENDER YOUR SHARES TO BANYAN’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE INITIALLY SCHEDULED DATE OF THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR STOCK CERTIFICATES TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of the Banyan Board, I would like to thank you for your support of Banyan and look forward to a successful completion of the Business Combination.

				Very truly yours,
				/s/ Jerry Hyman Jerry Hyman
				Chairman of the Board of Directors of Banyan Acquisition Corporation

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BANYAN ACQUISITION CORPORATION
400 Skokie Blvd, Suite 820
Northbrook, Illinois 60062

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 20, 2023

TO THE STOCKHOLDERS OF BANYAN ACQUISITION CORPORATION:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “Special Meeting”) of Banyan Acquisition Corporation, a Delaware corporation (“Banyan”), will be held at 10:00 a.m., Eastern Time, on December 20, 2023. We are planning for the Special Meeting to be held virtually over the internet. You are cordially invited to attend the Special Meeting online by visiting https://www.cstproxy.com/banyanacquisition/sm2023 and using a control number assigned by Continental Stock Transfer & Trust Company. To register and receive access to the Special Meeting, registered stockholders and beneficial holders of Banyan stock (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the accompanying joint proxy statement/consent solicitation statement/prospectus.

At the Special Meeting, you will be asked to consider and vote on the following proposals:

Proposal No. 1 — The Business Combination Proposal — To consider and vote upon a proposal to adopt and approve the Business Combination Agreement (the “Business Combination Agreement”), dated as of June 22, 2023, as amended and restated on September 26, 2023 and on November 22, 2023, by and among Banyan, Panther Merger Sub Inc., a Delaware corporation (“Merger Sub”), and Pinstripes, Inc., a Delaware corporation (“Pinstripes”), pursuant to which, among other things, Merger Sub shall merge with and into Pinstripes (the “Merger”), with Pinstripes being the surviving corporation of the Merger, and, as a result of which, it will become a wholly owned subsidiary of Banyan (Banyan, after giving effect to the consummation of the Business Combination (as defined below), being referred to herein as “New Pinstripes”). A copy of the Business Combination Agreement is attached to the accompanying joint proxy statement/consent solicitation statement/prospectus as Annex A. Proposal No. 1 is referred to as the “Business Combination Proposal.”

Proposal No. 2 — The Charter Amendment Proposal — To consider and vote upon a proposal to approve the proposed amended and restated certificate of incorporation of New Pinstripes in the form attached to the accompanying joint proxy statement/consent solicitation statement/prospectus as Annex B (the “Proposed Charter”). Proposal No. 2 is referred to as the “Charter Amendment Proposal.”

Proposal No. 3 — The Governance Proposals — To consider and vote upon, on a non-binding advisory basis, certain governance provisions in the Proposed Charter, presented separately in accordance with the U.S. Securities and Exchange Commission (“SEC”) requirements (Proposals No. 3.A through 3.D). Proposal No. 3 is referred to as the “Governance Proposals”:

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Proposal No. 3.A: An amendment to change the authorized capital stock of Banyan from (i) 240,000,000 shares of Class A common stock, par value $0.0001 per share (the “Banyan Class A Common Stock”), 60,000,000 shares of Class B common stock, par value $0.0001 per share (the “Banyan Class B Common Stock,” and together with the Banyan Class A Common Stock, the “Banyan Common Stock”) and 1,000,000 shares of Banyan preferred stock, each with par value $0.0001 per share, to (ii) 400,000,000 shares of New Pinstripes Class A common Stock, 30,000,000 shares of New Pinstripes Class B common stock, of which 10,000,000 shares will be designated as Series B-1 common stock, 10,000,000 shares will be designated as Series B-2 common stock and 10,000,000 shares will be designated as Series B-3 common stock and 10,000,000 shares of New Pinstripes preferred stock, each with par value $0.0001 per share.

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Proposal No. 3.B: An amendment to require that the affirmative vote of holders of at least 662∕3% of the voting power of all then-outstanding shares of New Pinstripes common stock entitled to vote generally in the election of directors, voting together as a single class, to adopt,

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amend or repeal the bylaws of New Pinstripes and the provisions in the Proposed Charter related to New Pinstripes common stock, the board of directors, the bylaws, stockholders, limitation on liability and indemnification of directors and officers, forum selection and amendments to the Proposed Charter.

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Proposal No. 3.C: An amendment to permit the removal of a director only for cause and only by the affirmative vote of the holders of at least 662∕3% of the voting power of all then outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class.

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Proposal No. 3.D: An amendment to allow the holders of 331∕3% of the voting power of all outstanding shares of capital stock of New Pinstripes entitled to vote at such meeting to constitute a quorum.

Proposal No. 4 — The Listing Proposal — To consider and vote upon a proposal to approve the issuance of shares of Pinstripes Holdings, Inc. common stock in connection with the business combination contemplated by the Business Combination Agreement (the “Business Combination”) for purposes of complying with the applicable provisions of Section 312.03 of the NYSE Listed Company Manual. Proposal No. 4 is referred to as the “Listing Proposal.”

Proposal No. 5 — The Equity Incentive Plan Proposal — To consider and vote upon a proposal to approve and adopt the Equity Incentive Plan, a copy of which is attached to the accompanying joint proxy statement/consent solicitation statement/prospectus as Annex D. Proposal No. 5 is referred to as the “Equity Incentive Plan Proposal” and, collectively with the Business Combination Proposal, the Charter Amendment Proposal and the Listing Proposal, the “Condition Precedent Proposals.”

Proposal No. 6 — The ESPP Proposal — To consider and vote upon a proposal to approve and adopt the Employee Stock Purchase Plan, a copy of which is attached to the accompanying joint proxy statement/consent solicitation statement/prospectus as Annex E. Proposal No. 6 is referred to as the “ESPP Proposal.”

Proposal No. 7 — The Adjournment Proposal — To adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and voting of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes received to pass the resolution to approve the aforementioned proposals at the Special Meeting. Proposal No. 7 is referred to as the “Adjournment Proposal.”

Each of the Condition Precedent Proposals is conditioned on the approval and adoption of each of the other Condition Precedent Proposals, and the Business Combination will be consummated only if each of the Condition Precedent Proposals is approved by the requisite Banyan stockholders. If the Business Combination Proposal is not approved, the other proposals (except the Adjournment Proposal) will not be presented to the Banyan stockholders for a vote. The Adjournment Proposal is not conditioned on the approval of any other proposal. Each of these proposals is more fully described in the accompanying joint proxy statement/consent solicitation statement/prospectus, which each Banyan stockholder is encouraged to read carefully and in its entirety.

The above matters are more fully described in the accompanying joint proxy statement/consent solicitation statement/prospectus, which also includes, as Annex A, a copy of the Business Combination Agreement, as amended and restated. We urge you to read carefully the accompanying joint proxy statement/consent solicitation statement/prospectus in its entirety, including the Annexes and accompanying financial statements.

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Equity Incentive Plan Proposal, “FOR” the ESPP Proposal, and “FOR” the Adjournment Proposal (if necessary). Each such proposal is described in the accompanying joint proxy statement/consent solicitation statement/prospectus.

Banyan’s directors and officers may have financial interests in the Business Combination that are different from, or in addition to, their interests as stockholders of Banyan and the interests of stockholders of Banyan generally. The existence of financial and personal interests of Banyan’s directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of Banyan and its stockholders and what may be best for a director’s personal interests when determining to recommend that Banyan’s stockholders vote for the aforementioned proposals. See the sections in the accompanying joint proxy statement/consent solicitation statement/prospectus entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” and “Beneficial Ownership of Securities.”

Subject to the terms and provisions of the Business Combination Agreement, Banyan reserves the right at any time to cancel the Special Meeting and not to submit to its stockholders any of the aforementioned proposals. In the event the Special Meeting is canceled, Banyan will liquidate and dissolve in accordance with its certificate of incorporation. In addition, subject to the terms and provisions of the Business Combination Agreement, Banyan reserves the right to postpone or adjourn the Special Meeting on one or more occasions to a later date.

The record date for the Special Meeting is November 20, 2023 (the “Record Date”). Only holders of record of shares of Banyan Class A Common Stock and shares of Banyan Class B Common Stock at the close of business on the Record Date are entitled to notice of and to vote and have their respective votes counted at the Special Meeting and any adjournments or postponements of the Special Meeting. A complete list of Banyan’s stockholders of record entitled to vote at the Special Meeting will be available for 10 days before the Special Meeting at Banyan’s principal executive offices for inspection by Banyan’s stockholders during ordinary business hours for any purpose related to the Special Meeting and electronically during the Special Meeting at https://www.cstproxy.com/banyanacquisition/sm2023.

Our Banyan Class A Common Stock and warrants are currently listed on the New York Stock Exchange (the “NYSE”) under the symbols “BYN” and “BYN WS,” respectively. Certain of our shares of Banyan Class A Common Stock and warrants currently trade as units consisting of one share of Banyan Class A Common Stock and one-half of one redeemable warrant, and are listed on the NYSE under the symbol “BYN.U.” These units will automatically separate into their component securities upon consummation of the Business Combination and, as a result, will no longer trade as an independent security. Upon the Closing, we intend to change our name from “Banyan Acquisition Corporation” to “Pinstripes Holdings, Inc.” New Pinstripes will apply to list, to be effective at the time of the closing of the Business Combination, its common stock and warrants on the NYSE (or Nasdaq Stock Market LLC) under the symbols “PNST” and “PNST WS,” respectively.

Pursuant to Banyan’s certificate of incorporation, a holder of Banyan Class A Common Stock (such holder, a “Public Stockholder”) may request that Banyan redeem all or a portion of such Banyan Class A Common Stock for cash if the Business Combination is consummated. These redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Banyan’s transfer agent in order to validly redeem its shares. Public Stockholders may elect to redeem their respective shares of Banyan Class A Common Stock whether they vote “For” or “Against” the Business Combination Proposal or abstain from voting. If the Business Combination is not consummated, the shares of Banyan Class A Common Stock will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a Public Stockholder properly exercises its right to redeem all or a portion of the Banyan Class A Common Stock that it holds and timely tenders or delivers its shares to Banyan’s transfer agent, Banyan will redeem such Banyan Class A Common Stock for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of Banyan’s initial public offering, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in such trust account (net of taxes payable).

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Approval of the Charter Amendment Proposal requires the affirmative vote of the holders of 65% of the then outstanding shares of Banyan Common Stock, voting together as a single class, at a meeting at which a quorum is present. Approval of the Business Combination Proposal, the Governance Proposals (each which is a non-binding, advisory vote), the Listing Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal require the affirmative vote of a majority of the votes cast by holders of shares of the issued and outstanding Banyan Common Stock, voting together as a single class, at a meeting at which a quorum is present.

Concurrently with the execution of the Business Combination Agreement, Banyan Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), George Courtot, Bruce Lubin, Otis Carter, Kimberley Annette Rimsza, Matt Jaffee and Brett Biggs (together with the Sponsor, the “Sponsor Holders”) entered into a Sponsor Letter Agreement (the “Sponsor Letter Agreement”), pursuant to which, among other things, the Sponsor Holders have agreed, (i) for no additional consideration, to waive their respective redemption rights in connection with the consummation of the Business Combination with respect to any shares of the Banyan Class A Common Stock and Banyan Class B Common Stock they may hold, (ii) to subject two-thirds of the Banyan Class B Common Stock (or Banyan Class A Common Stock, if converted) held by the Sponsor Holders to certain vesting conditions and forfeiture, (iii) waive the anti-dilution or similar protections with respect to shares of Banyan Class B Common Stock held by the Sponsor Holders and (iv) to vote any shares of Banyan Common Stock held by them in favor of the Business Combination Proposal and the other proposals to be considered at the Special Meeting. Currently, the Sponsor Holders hold 64.4% of the issued and outstanding shares of Banyan Common Stock. For additional information regarding the Sponsor Letter Agreement, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Sponsor Letter Agreement” in the accompanying joint proxy statement/consent solicitation statement/prospectus.

The Business Combination Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying joint proxy statement/consent solicitation statement/prospectus. There can be no assurance that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement.

If Banyan does not consummate the Business Combination and fails to complete an initial business combination by December 24, 2023 (as such date may be extended by approval of the Banyan stockholders), Banyan will be required to dissolve and liquidate its trust account by returning the then-remaining funds in such account to the Public Stockholders. The joint proxy statement/consent solicitation statement/prospectus accompanying this notice describes the Business Combination Agreement and the transactions

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NOTICE OF SOLICITATION OF WRITTEN CONSENT

To the Stockholders of Pinstripes, Inc.:

On June 22, 2023, Banyan Acquisition Corporation, a Delaware Corporation (“Banyan”), and Panther Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Banyan (“Merger Sub”), entered into a Business Combination Agreement (as amended and restated on September 26, 2023 and on November 22, 2023, the “Business Combination Agreement”) with Pinstripes, Inc., a Delaware corporation (“Pinstripes”). If the transactions contemplated by the Business Combination Agreement are completed, Merger Sub will merge with and into Pinstripes, with Pinstripes surviving such merger as a wholly-owned subsidiary of Banyan (the “Business Combination”). Upon consummation of the Business Combination and the other transactions contemplated by the Business Combination Agreement, the holders of Pinstripes common stock, preferred stock, options, warrants and other convertible securities (collectively, the “Pinstripes equityholders”) will become equityholders of Banyan, which will change its name to “Pinstripes Holdings, Inc.” in connection with the Business Combination. We refer to Banyan after the consummation of the Business Combination as “New Pinstripes.”

In accordance with the terms and subject to the conditions of the Business Combination Agreement, immediately prior to the date and time that the Merger (as defined below) becomes effective (the “Effective Time”), each outstanding share of Pinstripes preferred stock will be converted into shares of Pinstripes common stock, par value $0.01 per share (“Pinstripes Common Stock”), in accordance with the governing documents of Pinstripes, and each warrant and convertible note of Pinstripes will be automatically exercised for, or convert into, shares of Pinstripes Common Stock in accordance with their respective terms. At the Effective Time, each share of Pinstripes Common Stock (including as a result of the conversions specified above, but excluding any dissenting shares and cancelled treasury stock and shares of Pinstripes Common Stock issued in connection with the conversion of the Series I Convertible Preferred Stock of Pinstripes) will be automatically cancelled and extinguished and converted into the right to receive shares of New Pinstripes Class A common stock, par value $0.0001 per share (“New Pinstripes Class A Common Stock”), determined in accordance with the Business Combination Agreement, at an exchange ratio of approximately 1.86 shares of New Pinstripes Class A Common Stock for each share of Pinstripes Common Stock. In addition, each outstanding share of Pinstripes Common Stock received upon conversion of Series I Convertible Preferred Stock of Pinstripes will be automatically cancelled and extinguished and converted into the right to receive shares of New Pinstripes Class A Common Stock determined in accordance with the Business Combination Agreement, based on an exchange ratio of 2.5 shares of New Pinstripes Class A Common Stock for each share of Pinstripes Common Stock.

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Banyan at least three business days prior to the Closing, which shares shall be subject to the vesting and forfeiture conditions and restrictions on transfer as implemented in the Proposed Charter by the issuance of shares of New Pinstripes Series B-3 Common Stock, which shall convert into shares of New Pinstripes Class A Common Stock upon the satisfaction of the vesting conditions described herein and (3) provide that a number of shares equal to the number of shares that the Sponsor will forfeit in connection with the Closing, in accordance with the amended sponsor letter agreement, will be issued to the holders of common stock of Pinstripes prior to the closing of the Business Combination as merger consideration.

The accompanying joint proxy statement/consent solicitation statement/prospectus is being delivered to you on behalf of Pinstripes’ board of directors (the “Pinstripes Board”) to request that Pinstripes’ stockholders execute and return written consents to adopt the Business Combination Agreement and approve the Business Combination. Under the Business Combination Agreement, Pinstripes must provide to Banyan a written consent of Pinstripes’ stockholders evidencing the affirmative vote of the holders of a majority of the outstanding Pinstripes common stock and Pinstripes preferred stock, voting together as a single class on an as-converted basis, to adopt the Business Combination Agreement and approve the Business Combination within three (3) business days of the registration statement containing the accompanying joint proxy statement/consent solicitation statement/prospectus being declared effective under the Securities Act of 1933, as amended.

The accompanying joint proxy statement/consent solicitation statement/prospectus describes the proposed Business Combination and the actions to be taken in connection with the Business Combination, provides additional information about the parties involved, and describes the risks, in the section entitled “Risk Factors,” related to the parties, the proposed Business Combination and other matters. Please give all of this information your careful attention. A copy of the Business Combination Agreement is attached as Annex A to the accompanying joint proxy statement/consent solicitation statement/prospectus.

A summary of the appraisal rights that may be available to you is described in the accompanying joint proxy statement/consent solicitation statement/prospectus in the section entitled “Solicitation of Consents from Pinstripes Stockholders — Appraisal Rights of Pinstripes Stockholders.” To exercise such rights, you must take all other steps necessary to perfect your appraisal rights, as described in the aforementioned section of the accompanying joint proxy statement/consent solicitation statement/prospectus. Please note that if you wish to exercise appraisal rights, you must not sign and return a written consent adopting the Business Combination Agreement. However, so long as you do not return a consent form at all, it is not necessary to affirmatively vote against or disapprove the Business Combination to preserve your ability to exercise appraisal rights. The closing of the Business Combination Agreement is subject to, among other things, holders of not more than ten percent (10%) of the collective outstanding Pinstripes common stock and Pinstripes preferred stock exercising their appraisal rights.

The Pinstripes Board has considered the Business Combination and the terms of the Business Combination Agreement and has determined unanimously that the Business Combination and the Business Combination Agreement are advisable, fair to and in the best interests of Pinstripes and Pinstripes’ stockholders and recommends that Pinstripes’ stockholders adopt the Business Combination Agreement and approve the Business Combination by submitting a written consent. As described in the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Security Holder Support Agreement” of the accompanying joint proxy statement/consent solicitation statement/prospectus, certain stockholders of Pinstripes, whose ownership interests collectively represent over 50% of the outstanding shares of Pinstripes common stock and Pinstripes preferred stock, and as such are sufficient to approve the Business Combination on behalf of Pinstripes, are parties to a Security Holder Support Agreement with Banyan, whereby such stockholders agreed to vote all of their shares of Pinstripes common stock and Pinstripes preferred stock in favor of approving the Business Combination and the other proposed transactions contemplated by the Business Combination Agreement and have waived their appraisal rights with respect to such matters. Accordingly, if you are party to the Security Holder Support Agreement, you are obligated to execute and return the written consent furnished with the accompanying joint proxy statement/consent solicitation statement/prospectus within three (3) business days of December 4, 2023, and the approval by the Pinstripes stockholders is effectively assured.

Please complete, date and sign the written consent furnished with the accompanying joint proxy statement/consent solicitation statement/prospectus and return it promptly to Pinstripes by one of the means described in the section entitled “Solicitation of Consents from Pinstripes Stockholders.”

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ABOUT THIS JOINT PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS

This document, which forms part of a registration statement (the “Registration Statement”) on Form S-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by Banyan (File No. 333-274442), constitutes a prospectus of Banyan under Section 5 of the U.S. Securities Act of 1933, as amended, with respect to certain securities of Banyan to be issued in connection with the Business Combination described below. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended, for the Special Meeting to be held in connection with the Business Combination and at which Banyan stockholders will be asked to consider and vote upon a proposal to adopt the Business Combination Agreement and approve the Business Combination, among other matters. This document also constitutes a consent solicitation statement that Pinstripes is providing to the holders of Pinstripes Common Stock and Pinstripes Preferred Stock to solicit, among other things, the required written consent to adopt and approve in all respects the Business Combination Agreement and the transactions contemplated thereby. All share and per share information in this joint proxy statement/consent solicitation statement/prospectus, including the number of Public Shares required to approve the proposals to be voted on, give effect to the Extension Amendment Redemptions (as defined below). See “Summary of the Joint proxy statement/consent solicitation statement/prospectus — The Special Meeting — Quorum and Vote of Banyan Stockholders” and “Information About Banyan — Extension of Time to Complete a Business Combination.”

ADDITIONAL INFORMATION

You may request copies of this joint proxy statement/consent solicitation statement/prospectus and any other publicly available information concerning Banyan, without charge, by written request to Banyan Acquisition Corporation, 400 Skokie Blvd., Suite 820, Northbrook, Illinois 60062, or by telephone request at (847) 757-3812; or Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200 (toll free), or banks and brokers can call (203) 658-9400, or by emailing BYN.info@investor.morrowsodali.com, or from the SEC through the SEC website at http://www.sec.gov.

In order for a Banyan stockholder to receive timely delivery of the applicable documents in advance of the Special Meeting to be held on December 20, 2023, such stockholder must request the information no later than five business days prior to the date of the Special Meeting, by December 13, 2023.

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CERTAIN DEFINED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and “Banyan” refer to Banyan Acquisition Corporation. The terms “New Pinstripes,” “combined company” and “post-Business Combination company” refer to New Pinstripes and its subsidiaries following the consummation of the Business Combination. The term “Pinstripes” refers to Pinstripes, Inc., together with its subsidiaries, prior to the Business Combination.

“2023 EIP Plan” means the Equity Incentive Plan, a copy of which is attached to this joint proxy statement/consent solicitation statement/prospectus as Annex D. For additional information, see “Proposal No. 5 — The Equity Incentive Plan Proposal” section of this joint proxy statement/consent solicitation statement/prospectus.

“2024 EBITDA” means the Consolidated Net Income of New Pinstripes for the EBITDA Earnout Period, adjusted by adding thereto or (subtracting) therefrom, in each case only to the extent (and in the same proportion) deducted in determining such Consolidated Net Income and without duplication by (a) the total consolidated interest expense (net of interest income) of New Pinstripes for the EBITDA Earnout Period determined on a consolidated basis in accordance with GAAP, (b) the amortization expense of New Pinstripes for the EBITDA Earnout Period, determined on a consolidated basis in accordance with GAAP, (c) the depreciation expense of New Pinstripes for the EBITDA Earnout Period, determined on a consolidated basis in accordance with GAAP, (d) the tax expense (benefit) of New Pinstripes, for the EBITDA Earnout Period, determined on a consolidated basis in accordance with GAAP, and (e) all non-cash losses (net of gains) or charges resulting from any (i) application of purchase accounting, (ii) changes in the fair value of liabilities relating to New Pinstripes Warrants or other mark-to-market adjustments, (iii) non-cash expenses (benefits) arising from grants of equity appreciation rights, equity options, restricted equity or any other equity-based compensation or equity-based incentive plan of New Pinstripes, (iv) non-cash impairment of goodwill and other long-term intangible assets, (v) unrealized non-cash losses (gains) under swap or similar contracts, (vi) unrealized noncash losses (gains) due to fluctuations in currency values, or (vii) non-cash losses (gains) resulting from any impairment of assets, in each case, for the EBITDA Earnout Period, determined on a consolidated basis in accordance with GAAP.

“A&R Business Combination Agreement” means the Amended and Restated Business Combination Agreement, dated as of September 26, 2023, by and among Banyan, Merger Sub and Pinstripes.

“A&R Registration Rights Agreement” means the Amended and Restated Registration Rights Agreement to be entered into by and among New Pinstripes, the Sponsor Holder, and certain New Pinstripes equityholders at Closing.

“Adjournment Proposal” means the proposal to be considered at the Special Meeting to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if it is determined by Banyan that more time is necessary or appropriate to approve one or more proposals at the Special Meeting.

“AMR Report” means the U.S. Corporate Event Market by Event Type (Conference/Seminar, Trade Shows/Exhibitions, Incentive Programs, Company Meetings, and Others), and Industry (Banking and Financial Sector, Information Technology, Real Estate and Infrastructure, Automotive, Insurance, and Others): Global Opportunity Analysis and Industry Forecast 2021-2030 report prepared by Allied Market Research.

“Banyan” means Banyan Acquisition Corporation, a Delaware corporation, prior to the consummation of the Business Combination.

“Banyan Board” means Banyan’s board of directors.

“Banyan Class A Common Stock” means the Class A common stock, par value $0.0001 per share, of Banyan.

“Banyan Class B Common Stock” means the Class B common stock, par value $0.0001 per share, of Banyan.

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“Banyan Common Stock” means, collectively, the Banyan Class A Common Stock and the Banyan Class B Common Stock.

“Banyan Parties” means Banyan and Merger Sub.

“Banyan Private Placement Warrants” means the warrants issued to the Sponsor and the IPO Underwriters in a private placement simultaneously with the closing of the IPO.

“Banyan Public Warrants” means the warrants sold as part of the units in the IPO (whether they were purchased in the IPO or thereafter in the open market).

“Banyan Stockholder Matters” means (a) the adoption and approval of the Business Combination Proposal, (b) the adoption and approval of the Charter Amendment Proposal, (c) the adoption and approval of the Governance Proposals, (d) the adoption and approval of the Listing Proposal, (e) the adoption and approval of the Equity Incentive Plan Proposal, (f) the adoption and approval of the ESPP Proposal, and (g) the adoption and approval of the Adjournment Proposal.

“Brookfield” means Norwalk Land Development, LLC and its affiliates.

“Business Combination” means the transactions contemplated by the Business Combination Agreement, including the Merger.

“Business Combination Agreement” means the Business Combination Agreement, dated as of June 22, 2023, as amended and restated on September 26, 2023 and on November 22, 2023, by and among Banyan, Merger Sub and Pinstripes, as it may be amended and supplemented from time to time in accordance with its terms. A copy of the Second A&R Business Combination Agreement is attached to this joint proxy statement/consent solicitation statement/prospectus as Annex A.

“Business Combination Proposal” means the proposal to be considered at the Special Meeting to approve the Business Combination.

“Change of Control” means any transaction or series of transactions (a) constituting a merger, consolidation, reorganization or other business combination or equity or similar investment, however effected, following which either (i) the members of the board of directors of New Pinstripes immediately prior to such merger, consolidation, reorganization or other business combination or equity or similar investment do not constitute at least a majority of the board of directors of the company surviving the combination or, if the surviving company is a subsidiary, the ultimate parent thereof or (ii) the voting securities of New Pinstripes immediately prior to such merger, consolidation, reorganization or other business combination or equity or similar investment do not continue to represent or are not converted into fifty percent or more of the combined voting power of the then outstanding voting securities of the person resulting from such combination or, if the surviving company is a subsidiary, the ultimate parent thereof; or (b) the result of which is a sale of fifty percent or more of the assets of New Pinstripes to any person.

“Charter Amendment Proposal” means the proposal to approve and adopt the Proposed Charter, in the form attached to this joint proxy statement/consent solicitation statement/prospectus as Annex B, which will amend and restate the Existing Charter in its entirety and be effective when duly filed with the Secretary of State of the State of Delaware in connection with the Closing.

“Closing” means the closing of the Business Combination.

“Closing Date” means the date on which the Closing occurs.

“Code” means the Internal Revenue Code of 1986, as amended.

“Cohen Warrant” means that certain Warrant to Purchase Shares of Common Stock (No. 12), exercisable into up to 50,000 shares of Pinstripes Common Stock, issued to Cindy Cohen in December 2017, as amended.

“Condition Precedent Proposals” collectively refers to the Business Combination Proposal, the Charter Amendment Proposal, the Equity Incentive Plan Proposal and the Listing Proposal.

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“Continental” mean Continental Stock Transfer & Trust Company.

“Consolidated Net Income” means, for the EBITDA Earnout Period, the consolidated net income (or loss) of New Pinstripes determined on a consolidated basis in accordance with GAAP. For the avoidance of doubt, the revenue recognition policies and practices utilized by Pinstripes as of the date of the Second A&R Business Combination Agreement shall be utilized for purposes of determining Consolidated Net Income.

“Converted Banyan Class A Common Stock” means the 2,000,000 shares of Banyan Class A Common Stock that were converted from Banyan Class B Common Stock.

“DGCL” means the Delaware General Corporation Law, as amended.

“Director Designation Agreement” means the director designation agreement that will be entered into upon Closing, by and between New Pinstripes and Dale Schwartz.

“DLLCA” means the Delaware Limited Liability Company Act, as amended.

“DTC” means The Depository Trust Company.

“DWAC” means The Depository Trust Company’s deposit/withdrawal at custodian system.

“Earnout Period” means the period commencing five months after the Closing Date and ending on the fifth anniversary of the Closing Date.

“EBITDA Earnout Period” means the period starting on January 8, 2024 and ending on January 5, 2025.

“Effective Time” means the effective time of the Merger.

“Equity Incentive Plan Proposal” means the proposal to consider and vote upon the 2023 EIP Plan, a copy of which is attached to the joint proxy statement/consent solicitation statement/prospectus as Annex D.

“ESPP” means the 2023 Employee Stock Purchase Plan, a copy of which is attached to the joint proxy statement/consent solicitation statement/prospectus as Annex E.

“ESPP Proposal” means the proposal to consider and vote upon the ESPP, a copy of which is attached to the joint proxy statement/consent solicitation statement/prospectus as Annex E.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Existing Charter” means Banyan’s amended and restated certificate of incorporation, as amended, in effect prior to the Closing.

“Extension Amendment” means the amendment to the amended and restated certificate of incorporation of Banyan as proposed in the Extension Amendment Proposal that was approved at the Extension Meeting.

“Extension Amendment Proposal” means the proposal presented at the Extension Meeting to amend the amended and restated certificate of incorporation of Banyan to (i) allow Banyan the option to extend the date by which it must complete its initial business combination from April 24, 2023 to December 24, 2023 and (ii) allow each holder of shares of Banyan Class B Common Stock to elect to convert such shares into shares of Banyan Class A Common Stock prior to the Closing.

“Extension Amendment Redemptions” means the redemption by Banyan stockholders of 20,151,313 shares of Banyan Class A Common Stock in connection with the approval and implementation of the Extension Amendment Proposal.

“Extension Meeting” means the special meeting of Banyan stockholders held on April 21, 2023 to consider, among other things, the Extension Amendment Proposal.

“Founder Shares” means Converted Banyan Class A Common Stock and the Banyan Class B Common Stock.

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“Full-Service Restaurants: Global Strategic Business Report” means the Global Full-Service Restaurants market trends (2022 – 2030) report prepared by Global Industry Analysts Inc.

“GAAP” means U.S. generally accepted accounting principles.

“Governance Proposals” means the proposals to approve, on a non-binding advisory basis, certain governance provisions in the Proposed Charter, presented separately in accordance with SEC requirements.

“Governmental Authority” means any federal, state, provincial, municipal, local or foreign government, governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court, arbitral body (public or private) or tribunal.

“Granite Creek Warrant” means that certain Warrant No. 27, exercisable into up to 111,619 shares of Pinstripes Common Stock, issued to Granite Creek FlexCap III, L.P. on April 19, 2023.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and the rules and regulations promulgated thereunder.

“HBC US Holdings” means Hudson’s Bay Company and its affiliates.

“IAAPA Report” means the 2019 to 2023 Global Theme and Amusement Park Outlook Report prepared by the International Association of Amusement Parks Attractions.

“IBISWorld Weddings Report” means the Wedding Services in the US industry trends (2018 – 2023) report prepared by IBISWorld.

“Insiders” means the directors and officers of Banyan.

“IPO” means Banyan’s initial public offering of its units, common stock and warrants pursuant to registration statements on Form S-1 declared effective by the SEC on January 19, 2022 (SEC File Nos. 333-258599 and 333-262248).

“IPO Underwriters” means BTIG, LLC and I-Bankers Securities, Inc.

“Leon Warrant” means that certain Warrant to Purchase Shares of Common Stock (No. 13), exercisable into up to 10,000 shares of Pinstripes Common Stock, issued to Larry Leon in December 2018, as amended.

“Letter Agreement” means the letter agreement, dated January 19, 2022, by and among Banyan, the Sponsor and other parties thereto.

“Listing Proposal” means the proposal to be considered at the Special Meeting to approve the approve the issuance of shares of Pinstripes Holdings, Inc. common stock in connection with the Business Combination for purposes of complying with the applicable provisions of Section 312.03 of the NYSE Listed Company Manual.

“Lockup Agreement” means the lockup agreement, dated June 22, 2023, and entered into concurrently with the execution and delivery of the Business Combination Agreement, by and among Banyan, Pinstripes and certain security holders of Pinstripes.

“Macerich” means Macerich HHF Broadway Plaza LLC and its affiliates.

“Merger” means the merger of Merger Sub with and into Pinstripes, with Pinstripes being the surviving entity and continuing as a direct, wholly owned subsidiary of New Pinstripes.

“Merger Sub” means Panther Merger Sub Inc., a Delaware corporation and direct, wholly-owned subsidiary of Banyan.

“Middleton Series I Investors” means, collectively, Middleton Pinstripes Investor LLC, a Delaware limited liability company, and Middleton Pinstripes Investor SBS LLC, a Delaware limited liability company. The Middleton Series I Investors are affiliates of Middleton Partners, an investment firm of which Mr. Jaffee, our Chief Executive Officer, is the Chairman.

“Minimum Cash Amount” means $75,000,000.

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“Nasdaq” means the Nasdaq Stock Market LLC.

“New Pinstripes” refers to the combined company immediately following the Closing that shall be renamed upon the Closing.

“New Pinstripes Board” means the board of directors of the combined company subsequent to the completion of the Business Combination.

“New Pinstripes Common Stock” means New Pinstripes Class A Common Stock and New Pinstripes Class B Common Stock, collectively.

“New Pinstripes Class A Common Stock” means New Pinstripes’ Class A common stock, par value $0.0001 per share.

“New Pinstripes Class B Common Stock” means the New Pinstripes Series B-1 Common Stock, the New Pinstripes Series B-2 Common Stock and the New Pinstripes Series B-3 Common Stock.

“New Pinstripes Private Placement Warrants” means warrants representing the right to purchase shares of New Pinstripes Class A Common Stock following the Closing on the same contractual terms and conditions as the Banyan Private Placement Warrants.

“New Pinstripes Public Warrants” means the warrants representing the right to purchase shares of New Pinstripes Class A Common Stock following the Closing on the same contractual terms and conditions as the Banyan Public Warrants.

“New Pinstripes Series B-1 Common Stock” means New Pinstripes’ Series B-1 common stock, par value $0.0001 per share.

“New Pinstripes Series B-2 Common Stock” means New Pinstripes’ Series B-2 common stock, par value $0.0001 per share.

“New Pinstripes Series B-3 Common Stock” means New Pinstripes’ Series B-3 common stock, par value $0.0001 per share.

“New Pinstripes Warrants” means the New Pinstripes Private Placement Warrants and the New Pinstripes Public Warrants.

“Non-Redemption Agreements” means the non-redemption agreements entered into by the Sponsor in connection with the Extension Meeting, pursuant to which the Sponsor will transfer 1,018,750 shares of Banyan Class B Common Stock to certain investors in Banyan in exchange for such investors agreeing not to redeem their respective shares of Banyan Class A Common Stock in connection with the Extension Meeting.

“NYSE” means the New York Stock Exchange.

“O’Connor/LaSalle” means LaSalle Investment Management and its affiliates.

“Original Business Combination Agreement” means the Business Combination Agreement, dated as of June 22, 2023, by and among Banyan, Merger Sub and Pinstripes.

“Person” means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, Governmental Authority or other entity of any kind.

“Pinstripes” means Pinstripes, Inc., a Delaware corporation.

“Pinstripes Board” means Pinstripes’ board of directors.

“Pinstripes Charter” means Pinstripes’ Third Amended and Restated Certificate of Incorporation, as amended by that certain Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of Pinstripes, together with (a) that certain Certificate of Designations of the Series F Convertible Preferred Stock of Pinstripes, filed with the Secretary of State of the State of Delaware as of

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September 13, 2018, (i) as amended by that certain Certificate of Amendment, filed with the Secretary of State of the State of Delaware as of September 23, 2019, (ii) as further amended by that certain Second Certificate of Amendment, filed with the Secretary of State of the State of Delaware as of January 28, 2020, and (iii) as further amended by that certain Third Certificate of Amendment, filed with the Secretary of State of the State of Delaware as of June 21, 2023; (b) that certain Certificate of Designations of the Series G Convertible Preferred Stock of Pinstripes, filed with the Secretary of State of the State of Delaware as of April 23, 2021, (i) as amended by that certain Certificate of Amendment, filed with the Secretary of State of the State of Delaware as of August 18, 2021, and (ii) as further amended by that certain Second Certificate of Amendment, filed with the Secretary of State of the State of Delaware as of June 21, 2023; (c) that certain Certificate of Designations of the Series H Convertible Preferred Stock of Pinstripes, filed with the Secretary of State of the State of Delaware as of August 18, 2021, as amended by that certain Certificate of Amendment, filed with the Secretary of State of the State of Delaware as of June 21, 2023; and (d) that certain Certificate of Designations of the Series I Convertible Preferred Stock of Pinstripes, filed with the Secretary of State of the State of Delaware as of June 21, 2023, in each case, as the same may be amended and/or restated from time to time, and Pinstripes’ Amended and Restated Bylaws, as amended and in effect on the date hereof.

“Pinstripes Common Stock” means the Common Stock, par value $0.01 per share, of Pinstripes.

“Pinstripes Convertible Notes” means (a) the Convertible Note, dated June 4, 2021, by and between Pinstripes and Fashion Square Eco LP (as amended), and (b) the Convertible Note, dated June 4, 2021, by and between Pinstripes and URW US Services, Inc. (as amended).

“Pinstripes Group” means each of Pinstripes and its direct and indirect Subsidiaries.

“Pinstripes Option” means each option to purchase Pinstripes Common Stock.

“Pinstripes Party” means any member of the Pinstripes Group.

“Pinstripes Preferred Stock” means, collectively, shares of preferred stock, par value $0.01 per share, of Pinstripes designated as “Series A Preferred Stock,” “Series B Preferred Stock,” “Series C Preferred Stock,” “Series D-1 Preferred Stock,” “Series D-2 Preferred Stock,” “Series E Preferred Stock,” “Series F Convertible Preferred Stock,” “Series G Convertible Preferred Stock,” “Series H Convertible Preferred Stock” and “Series I Convertible Preferred Stock” authorized pursuant to the Pinstripes Charter.

“Pinstripes Stock” means, collectively, the Pinstripes Common Stock and Pinstripes Preferred Stock.

“Pinstripes Warrants” means any warrants to acquire equity securities of Pinstripes, including (a) the Silverview Warrants, (b) the Granite Creek Warrant, (c) the Cohen Warrant and (d) the Leon Warrant.

“PIPE Investors” means the investors in the PIPE Financing.

“PIPE Financing” means the proposed equity financing for up to $53,733,800 of gross proceeds to be consummated by Banyan at the Closing.

“Proposed Bylaws” mean the proposed amended and restated bylaws of New Pinstripes to be in effect following the Business Combination, a form of which is attached hereto as Annex C.

“Proposed Charter” means the proposed amended and restated certificate of incorporation of New Pinstripes in the form attached hereto as Annex B.

“Proxy Solicitor” means Morrow Sodali LLC.

“Public Shares” means Banyan Class A Common Stock sold in the IPO (whether they were purchased in the IPO or thereafter in the open market).

“Public Stockholders” means the holders of shares of Banyan Class A Common Stock that were sold in the IPO (whether they were purchased in the IPO or thereafter in the open market).

“PWC Report” means the Global Entertainment & Media Outlook: 2019 – 2023 prepared by Pricewaterhouse Coopers.

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“Record Date” means November 20, 2023.

“Redemption” means the redemption of Public Shares for the Redemption Price.

“Redemption Deadline” means 5:00 p.m., Eastern Time, on December 18, 2023 (two business days before the initially scheduled date of the Special Meeting).

“Redemption Price” means the per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (net of taxes payable), divided by the number of then-outstanding Public Shares.

“SEC” means the United States Securities and Exchange Commission.

“Second A&R Business Combination Agreement” means the Second Amended and Restated Business Combination Agreement, dated as of November 22, 2023, by and among Banyan, Merger Sub and Pinstripes. A copy of the Second A&R Business Combination Agreement is attached to this joint proxy statement/consent solicitation statement/prospectus as Annex A.

“Securities Act” means the Securities Act of 1933, as amended.

“Security Holder Support Agreement” means the security holder support agreement, dated June 22, 2023, and entered into concurrently with the execution and delivery of the Business Combination Agreement, by and among Banyan, Pinstripes and certain security holders of Pinstripes.

“Series I Amount” means the $21,266,200 investment from the Middleton Series I Investors in Pinstripes, Inc.

“Series I Financing” means the approximately $21,266,200 investment from the Middleton Series I Investors in Pinstripes, Inc. in exchange for an aggregate number of 850,648 shares of Pinstripes’ Series I Convertible Preferred Stock.

“Silverview Warrants” means, collectively, that certain (a) Warrant No. 25, exercisable into up to 258,303 shares of Pinstripes Common Stock, issued to Silverview Special Situations Lending Corporate Warrants LP on March 7, 2023, and (b) Warrant No. 26, exercisable into up to 8,697 shares of Pinstripes Common Stock, issued to Spearhead Insurance Solutions IDF, LLC — Series SCL on March 7, 2023.

“Simon Property Group” means Simon Property Group, L.P.

“Special Meeting” refers to the special meeting of Banyan stockholders where holders of Banyan Common Stock will be asked to consider and vote upon the Business Combination Proposal, among other proposals, and to approve the Business Combination and adopt the Business Combination Agreement.

“Sponsor” means Banyan Acquisition Sponsor LLC, a Delaware limited liability company.

“Sponsor Group” means the Sponsor Holders and the Insiders.

“Sponsor Holders” means, collectively, the Sponsor, George Courtot, Bruce Lubin, Otis Carter, Kimberley Annette Rimsza, Matt Jaffee and Brett Biggs.

“Sponsor Letter Agreement” means the letter agreement, dated June 22, 2023, as amended on November 22, 2023, and entered into concurrently with the execution and delivery of the Second A&R Business Combination Agreement, by and among Banyan, Pinstripes and the Sponsor Holders.

“Subsidiary” means, with respect to a Person, any corporation or other organization (including a limited liability company or a partnership), whether incorporated or unincorporated, of which such Person directly or indirectly owns or controls a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization or any organization of which such Person or any of its direct or indirect subsidiaries is, directly or indirectly, a general partner or managing member.

“Transaction” means the transactions contemplated by the Business Combination Agreement.

“Transaction Agreements” means the Business Combination Agreement, the Sponsor Letter Agreement, the Security Holder Support Agreement, the Lockup Agreement, the Director Designation Agreement, the

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TRADEMARKS

This proxy statement includes the trademark of Pinstripes such as “Pinstripes,” which are protected under applicable intellectual property laws and are the property of Pinstripes or its subsidiaries. This joint proxy statement/consent solicitation statement/prospectus also contains trademarks, service marks, trade names and copyrights of other entities, which are the property of their respective owners. Solely for convenience, trademarks and trade names referred to in this joint proxy statement/consent solicitation statement/prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks and trade names. Banyan does not intend its use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of it by, any other companies.

MARKET AND INDUSTRY INFORMATION

This joint proxy statement/consent solicitation statement/prospectus includes market and industry data and forecasts that Banyan has derived from publicly available information, various industry publications, other published industry sources, Banyan’s internal data and estimates and assumptions made by Pinstripes based on such sources. Industry publications and other published industry sources generally indicate that the information contained therein was obtained from sources believed to be reliable.

Although Banyan believes that these third-party sources are reliable, neither Banyan nor Pinstripes nor any of their affiliates or representatives guarantees the accuracy or completeness of this information, and neither Banyan nor Pinstripes nor any of their affiliates or representatives has independently verified this information. Some market data and statistical information are also based on Pinstripes’ good faith estimates, which are derived from Pinstripes management’s knowledge of its industry and such independent sources referred to above. Certain market, ranking and industry data included elsewhere in this joint proxy statement/consent solicitation statement/prospectus, including the size of Pinstripes’ total addressable market, are based on estimates of Pinstripes management. These estimates have been derived from Pinstripes management’s knowledge and experience in the markets in which it operates, as well as information obtained from surveys, reports by market research firms, Pinstripes’ customers, distributors, suppliers, trade and business organizations and other contacts in the markets in which Pinstripes operates and have not been verified by independent sources. References herein to Pinstripes being a leader in a market or product category refer to Pinstripes’ belief that it is a best-in-class experiential dining and entertainment brand, unless the context otherwise requires.

Pinstripes’ internal data and estimates are based upon information obtained from trade and business organizations and other contacts in the markets in which Pinstripes operates and Pinstripes management’s understanding of industry conditions. Although Pinstripes believes that such information is reliable, Pinstripes has not had this information verified by any independent sources. The estimates and market and industry information provided in this joint proxy statement/consent solicitation statement/prospectus are subject to change based on various factors, including those described in the section entitled “Risk Factors — Risks Related to Our Business and Operations” and elsewhere in this joint proxy statement/consent solicitation statement/prospectus.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this joint proxy statement/consent solicitation statement/prospectus and the documents incorporated by reference herein are “forward-looking statements” that reflect our current views with respect to future events and financial performance, business strategies, expectations for our business, and the timing and ability for us to complete the Business Combination and any other statements of a future or forward-looking nature, constitute “forward-looking statements” for the purposes of federal securities laws. These forward-looking statements include statements about the parties’ ability to close the Business Combination, the anticipated benefits of the Business Combination, the financial conditions, results of operations, earnings outlook and prospects of Banyan and Pinstripes and may include statements for the period following the consummation of the Business Combination. The information included in this joint proxy statement/consent solicitation statement/prospectus in relation to Pinstripes has been provided by Pinstripes and its management, and forward-looking statements include statements relating to Pinstripes’ management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. Forward-looking statements appear in a number of places in this joint proxy statement/consent solicitation statement/prospectus including, without limitation, in the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Banyan,” “Information About Banyan” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Pinstripes,” “Information About Pinstripes,” and “Proposal No. 1 — The Business Combination Proposal — Certain Pinstripes Projected Financial Information.”

In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this joint proxy statement/consent solicitation statement/prospectus may include, for example, statements about the benefits of the Business Combination and the future financial performance of New Pinstripes following the Business Combination. The forward-looking statements contained in this joint proxy statement/consent solicitation statement/prospectus are based on Banyan and Pinstripes’ current expectations and beliefs concerning future developments and their potential effects on Banyan and/or New Pinstripes. You should not place undue reliance on these forward-looking statements in deciding how to grant your proxy or instruct how your vote should be cast or vote your shares on the proposals set forth in this joint proxy statement/consent solicitation statement/prospectus. We cannot assure you that future developments affecting us and/or New Pinstripes will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond Banyan’s control or the control of Pinstripes) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of Banyan and/or Pinstripes’ assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Some factors that could cause actual results to differ include, but are not limited to:

•

risks related to the uncertainty of the projected financial information with respect to Pinstripes;

•

the risks related to Pinstripes’ current growth strategy and Pinstripes’ ability to successfully open and integrate new locations;

•

the risks related to the capital intensive nature of Pinstripes’ business, the ability of Pinstripes to attract new customers and retain existing customers and the impact of the COVID-19 pandemic, including the resulting labor shortage and inflation, on Pinstripes;

•

the timing to complete the transactions contemplated by the Business Combination Agreement;

•

the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement;

•

the outcome of any legal proceedings that may be instituted against us, Pinstripes, New Pinstripes or others following the announcement of the Business Combination Agreement and transactions contemplated therein;

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•

the inability to complete the Business Combination due to the failure to obtain the approval of the stockholders of Banyan and Pinstripes or to satisfy other conditions to closing;

•

changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination;

•

our success in retaining or recruiting, or changes required in our officers, key employees or directors following the Business Combination;

•

New Pinstripes’ ability to obtain the listing of its common stock and warrants on the NYSE (or Nasdaq) following the Business Combination;

•

the risk that the proposed Business Combination disrupts current plans and operations of Pinstripes as a result of the announcement and consummation of the Business Combination;

•

the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably;

•

costs related to the proposed Business Combination;

•

the amount of any redemptions by Public Stockholders of Banyan being greater than expected;

•

the limited liquidity and trading of New Pinstripes’ securities;

•

the use of proceeds not held in the Trust Account or available from interest income on the Trust Account balance;

•

geopolitical risk and changes in applicable laws or regulations;

•

the possibility that Pinstripes or Banyan may be adversely affected by other economic, business, and/or competitive factors;

•

Pinstripes’ estimates of expenses and profitability;

•

operational risk;

•

the possibility that the COVID-19 pandemic, or another major disease, disrupts Pinstripes’ business;

•

litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on Pinstripes’ resources;

•

the risks that the consummation of the Business Combination is substantially delayed or does not occur; and

•

other risks and uncertainties indicated in this joint proxy statement/consent solicitation statement/prospectus, including those under the heading “Risk Factors”, and other filings that have been made or will be made with the SEC by Banyan and New Pinstripes, as applicable.

The foregoing list of factors is not exhaustive and additional factors may cause actual results to differ materially from current expectations. We caution you that the foregoing list may not contain all of the forward-looking statements made in this joint proxy statement/consent solicitation statement/prospectus. Should one or more of these risks or uncertainties materialize, or should any of the assumptions made by our management or Pinstripes prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. In addition, there may be additional risks that neither Banyan nor Pinstripes presently knows or that Banyan and Pinstripes currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.

All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this joint proxy statement/consent solicitation statement/prospectus and attributable to Banyan, Pinstripes or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this joint proxy statement/consent solicitation statement/prospectus. Neither Banyan nor Pinstripes give any assurance that Pinstripes, or New Pinstripes (if the Business Combination is consummated), will achieve its expectations. The reader is

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SUMMARY OF THE JOINT PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS

This summary highlights selected information from this joint proxy statement/consent solicitation statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the Special Meeting, including the terms of the proposed Business Combination, you should read this document and the documents incorporated by reference herein, including the Annexes and accompanying financial statements of Banyan and Pinstripes, carefully and in their entirety. The Second A&R Business Combination Agreement is the legal document that governs the Business Combination and the other transactions that will be undertaken in connection therewith. The Second A&R Business Combination Agreement is attached hereto as Annex A and is also described in detail in this joint proxy statement/consent solicitation statement/prospectus in the section entitled “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement.” This joint proxy statement/consent solicitation statement/prospectus also includes forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.”

The Parties to the Business Combination

Banyan

Banyan is a blank check company incorporated as a Delaware corporation on March 10, 2021, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities.

Our Banyan Class A Common Stock and public warrants are currently listed on the NYSE under the symbols “BYN” and “BYN WS,” respectively. Certain of our shares of Banyan Class A Common Stock and warrants currently trade as units consisting of one share of Banyan Class A Common Stock and one-half of one redeemable warrant, and are listed on the NYSE under the symbol “BYN.U” Upon the Closing, the units will automatically separate into their component securities and, as a result, will no longer trade as an independent security. Upon the Closing, we intend to change our name from “Banyan Acquisition Corporation” to “Pinstripes Holdings, Inc.” and we currently intend to apply for listing, to be effective at the time of the Closing, of New Pinstripes Class A Common Stock and New Pinstripes Warrants on the NYSE under the proposed symbols “PNST” and “PNST WS,” respectively. However, we may elect to instead apply to list the New Pinstripes Class A Common Stock and the New Pinstripes Warrants on one of the three tiers of Nasdaq, which has listing standards and corporate governance and other requirements for listed companies that differ in some respects from those of the NYSE.

Banyan’s principal executive offices are located at 400 Skokie Blvd, Suite 820, Northbrook, Illinois 60062 and its phone number is (847) 757-3812.

Merger Sub

Merger Sub is a Delaware corporation and a direct, wholly-owned subsidiary of Banyan formed on June 16, 2023.

Merger Sub’s principal executive offices are located at 400 Skokie Blvd, Suite 820, Northbrook, Illinois 60062, and its phone number is (847) 757-3812.

Pinstripes

Pinstripes is a Delaware corporation that was originally incorporated on March 7, 2006.

Pinstripes’ principal executive offices are located at 1150 Willow Road, Northbrook, IL 60062, and its phone number is (847) 480-2323.

Summary of the Business Combination Agreement

On June 22, 2023, Banyan entered into the Business Combination Agreement with Merger Sub and Pinstripes. The Business Combination Agreement provides that, among other things and upon the terms

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and subject to the conditions thereof, (a) at the Closing, in accordance with the DGCL, Merger Sub will merge with and into Pinstripes, with Pinstripes as the surviving company in the Merger and, after giving effect to such Merger, continuing as a wholly owned subsidiary of Banyan and (b) Banyan will change its name to “Pinstripes Holdings, Inc.” On September 26, 2023, Banyan, Merger Sub and Pinstripes entered into the A&R Business Combination Agreement to (1) revise the definition of “Equity Value” to $379,366,110 from $429,000,000 and (2) provide that holders of common stock of Pinstripes prior to the closing of the Business Combination (excluding holders of common stock issued in connection with the conversion of the Series I Convertible Preferred Stock of Pinstripes) would receive an aggregate of 5,000,000 shares of New Pinstripes Class B Common Stock (pro rata to each such holder’s entitlement to consideration in connection with the Merger) as set forth on an allocation schedule to be delivered by Pinstripes to Banyan at least three business days prior to the Closing, which shares shall be subject to the vesting and forfeiture conditions and restrictions on transfer set forth in the Proposed Charter and as described below. On November 22, 2023, Banyan, Merger Sub and Pinstripes entered into the Second A&R Business Combination Agreement, a copy of which is attached to this joint proxy statement/consent solicitation statement/prospectus as Annex A, to (1) revise the definition of “Equity Value” to $336,214,140 from $379,366,110, (2) provide that holders of common stock of Pinstripes prior to the closing of the Business Combination (excluding holders of common stock issued in connection with the conversion of the Series I Convertible Preferred Stock of Pinstripes) would receive an aggregate of 4,000,000 shares of New Pinstripes Series B-3 Common Stock (pro rata to each such holder’s entitlement to consideration in connection with the Merger) as set forth on an allocation schedule to be delivered by Pinstripes to Banyan at least three business days prior to the Closing, which shares shall be subject to the vesting and forfeiture conditions and restrictions on transfer set forth in the Proposed Charter and as described below and (3) provide that a number of shares of New Pinstripes Class A Common Stock equal to the number of Forfeited Reserved Shares (as defined below), will be issued to the holders of common stock of Pinstripes prior to the closing of the Business Combination as merger consideration. For additional information regarding the Second A&R Business Combination Agreement, you are encouraged to carefully read the Second A&R Business Combination Agreement in its entirety, which is attached to this joint proxy statement/consent solicitation statement/prospectus as Annex A, and to review the sections of this joint proxy statement/consent solicitation statement/prospectus entitled “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement” and “Proposal No. 1 — The Business Combination Proposal — General; Structure of the Business Combination.”

Consideration Received under the Business Combination Agreement

At or immediately prior to the Effective Time, among other things, (a) all outstanding shares of Pinstripes Preferred Stock, Pinstripes Warrants and Pinstripes Convertible Notes will be converted (or automatically exercised, as applicable) into shares of Pinstripes Common Stock; (b) (i) all outstanding shares of Pinstripes Common Stock (excluding any Pinstripes Common Stock as to which appraisal rights have been properly exercised in accordance with Delaware law, shares of Pinstripes Common Stock held by Pinstripes as treasury stock and shares of Pinstripes Common Stock issued in connection with the conversion of the Series I Convertible Preferred Stock of Pinstripes) will be cancelled in exchange for the right to receive, in the aggregate, a number of shares of New Pinstripes Class A Common Stock determined on the basis of an exchange ratio derived from an implied equity value for Pinstripes of $336,214,140 (the “Exchange Ratio”) at the time of the Merger, and (ii) each outstanding share of Pinstripes Common Stock received upon conversion of the Series I Convertible Preferred Stock of Pinstripes will be automatically cancelled and converted, based on the Series I Exchange Ratio (as defined in the Business Combination Agreement), into the right to receive the number of New Pinstripes Class A Common Stock set forth on an allocation schedule to be delivered by Pinstripes to Banyan at least three business days prior to the Closing; and (c) each option (whether vested or unvested) to purchase shares of Pinstripes Common Stock that is outstanding as of immediately prior to the Effective Time will be converted into an option to purchase a number of New Pinstripes Class A Common Stock based on the Exchange Ratio. As of the date of this joint proxy statement/consent solicitation statement/prospectus, it is expected that, at the Effective Time, (i) each share of Pinstripes Common Stock (including as a result of the conversions described above, but excluding any dissenting shares and cancelled treasury stock and shares of Pinstripes Common Stock issued in connection with the conversion of the Series I Convertible Preferred Stock of Pinstripes) will be automatically cancelled and extinguished and converted into the right to receive shares of New Pinstripes Class A Common Stock, determined in accordance with the Business Combination Agreement, at an exchange ratio of approximately

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1.86 shares of New Pinstripes Class A Common Stock for each share of Pinstripes Common Stock, and (ii) each outstanding share of Pinstripes Common Stock received upon conversion of the Series I Convertible Preferred Stock of Pinstripes will be automatically cancelled and extinguished and converted into the right to receive shares of New Pinstripes Class A Common Stock determined in accordance with the Business Combination Agreement, based on an exchange ratio of 2.5 shares of New Pinstripes Class A Common Stock for each share of Pinstripes Common Stock. In addition, Banyan will issue to all persons who hold one or more shares of Pinstripes Common Stock immediately prior to the effective time of the Merger (including any shares of Pinstripes Common Stock issued in connection with the Pinstripes Preferred Conversion and the conversion of Pinstripes Warrants and Pinstripes Convertible Notes, but excluding any shares of Pinstripes Common Stock issued in connection with the conversion of the Series I Convertible Preferred Stock of Pinstripes) an aggregate of (i) 5,000,000 shares of New Pinstripes Series B-1 Common Stock and New Pinstripes Series B-2 Common Stock and (ii) 4,000,000 shares of New Pinstripes Series B-3 Common Stock (pro rata to each such holder’s entitlement to consideration in connection with the Merger) as set forth on an allocation schedule to be delivered by Pinstripes to Banyan at least three business days prior to the Closing, which shares shall be subject to the vesting and forfeiture conditions and restrictions on transfer set forth in the Proposed Charter and as further described below. Furthermore, to the extent the Sponsor forfeits any Reserved Shares (as defined below) in accordance with the Sponsor Letter Agreement, a number of shares New Pinstripes Class A Common Stock equal to such number of Forfeited Reserved Shares shall be issued to the equityholders of Pinstripes as merger consideration. For additional information regarding the consideration payable under the Business Combination Agreement, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Consideration to be Received in the Business Combination.”

Organizational Structure

Simplified Organizational Structure of Banyan before the Merger and Business Combination

The diagram below depicts a simplified version of Banyan’s current organizational structure:

[MISSING IMAGE: fc_stockholders-bwlr.jpg]

Simplified Organizational Structure of Pinstripes before the Merger and Business Combination

The diagram below depicts a simplified version of Pinstripes’ current organizational structure:

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(4)

Represents voting and economic interest in New Pinstripes in a scenario in which 3,998,687 shares of Banyan Class A Common Stock held by Public Stockholders are redeemed (i.e. the Maximum Redemption Scenario). See “— Equity Ownership Upon Closing.”

Equity Ownership Upon Closing

As of the date of this joint proxy statement/consent solicitation statement/prospectus, and following the Extension Amendment Redemptions, there are issued and outstanding (i) 11,243,687 shares of Banyan Common Stock, comprised of 5,998,687 shares of Banyan Class A Common Stock held by Public Stockholders and the Sponsor and 5,245,000 shares of Banyan Class B Common Stock held by the Sponsor Holders and (ii) 23,985,000 Banyan Warrants, comprised of 12,075,000 Banyan Public Warrants and 11,910,000 Banyan Private Placement Warrants. Each whole warrant entitles the holder thereof to purchase one share of Banyan Class A Common Stock and, following the Closing, will entitle the holder thereof to purchase one share of New Pinstripes Class A Common Stock. In connection with the Closing, each then-issued and outstanding share of Banyan Class A Common Stock and Banyan Class B Common Stock will convert into a share of New Pinstripes Class A Common Stock on a one-for-one basis. In addition, as of September 30, 2023, there is approximately $42.4 million in the Trust Account.

Issued and Outstanding Ownership upon Closing

The following table summarizes the dilutive effect and the pro forma ownership of New Pinstripes Class A Common Stock following the Business Combination based on the varying levels of redemptions by the Public Stockholders and the following additional assumptions: (i) the Business Combination is consummated on December 18, 2023, (ii) 32,141,270 shares of New Pinstripes Class A Common Stock are issued to Pinstripes equityholders (excluding holders of shares of Series I Convertible Preferred Stock of Pinstripes) in a no redemption scenario, a 50% redemption scenario and a maximum redemption scenario, (iii) 2,209,206 shares of New Pinstripes Class A Common Stock are issued to holders of shares of Series I Convertible Preferred Stock of Pinstripes in a no redemption scenario, a 50% redemption scenario and a maximum redemption scenario, (iv) the Sponsor transfers 1,018,750 shares of Banyan Class B Common Stock to Public Stockholders pursuant to the Non-Redemption Agreements, (v) the Sponsor transfers 505,944 shares of Banyan Class B Common Stock to the Series I investors, (vi) 1,131,019 shares of New Pinstripes Class A Common Stock are issued to PIPE Investors in a no redemption scenario, 3,252,200 shares of New Pinstripes Class A Common Stock are issued to PIPE Investors in a 50% redemption scenario and 5,373,380 shares of New Pinstripes Class A Common Stock are issued to PIPE Investors in a maximum redemption scenario, (vii) 50,000 shares of New Pinstripes Class A Common Stock are issued at the Closing in a private placement to one of Pinstripes’ advisors and (viii) all outstanding and unexercised Pinstripes options, whether vested or unvested, are converted into options to purchase shares of New Pinstripes Class A Common Stock (each, a “New Pinstripes Option”). The following table excludes 3,324,056 Vesting Shares, 5,000,000 Earnout Shares, 4,000,000 EBITDA Earnout Shares, the New Pinstripes Warrants, which will be exercisable for 23,985,000 shares of New Pinstripes Class A Common Stock following the consummation of the Business Combination, and the New Pinstripes Options, which will be exercisable for approximately 4,966,826 shares of New Pinstripes Class A Common Stock following the consummation of the Business Combination.

Based on these assumptions, and assuming that no outstanding shares of Banyan Class A Common Stock are redeemed in connection with the Business Combination, there would be approximately 43,451,126 shares of New Pinstripes Class A Common Stock outstanding immediately following the consummation of the Business Combination. If the actual facts are different than these assumptions, the ownership percentages in New Pinstripes will be different.

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The scenarios depicted below are for illustrative purposes only, as the actual number of Redemptions by the Public Stockholders is not able to be known prior to the Redemption Deadline.

	Assuming No Redemptions of Public Shares(1)		Assuming 50 % Redemptions of Public Shares(2)		Assuming Maximum Redemptions of Public Shares(3)
Banyan’s Public Stockholders(4)		11.5%		6.9%		2.3%
Sponsor Holders(5)		5.5%		5.5%		5.5%
Pinstripes Equityholders(6)		74.0%		73.8%		73.6%
Series I Investors(7)		6.2%		6.2%		6.2%
PIPE Investors(8)		2.6%		7.5%		12.3%
Other(9)		0.1%		0.1%		0.1%

(1)

Assumes that no shares of Banyan Class A Common Stock held by Public Stockholders are redeemed. Amounts do not sum due to rounding.

(2)

Assumes that 1,999,344 shares of Banyan Class A Common Stock held by Public Stockholders are redeemed. Amounts do not sum due to rounding.

(3)

Assumes that all 3,998,687 shares of Banyan Class A Common Stock held by Public Stockholders are redeemed.

(4)

(A) Assuming no redemptions of Public Shares, represents (i) 3,998,687 shares of Banyan Class A Common Stock issued in connection with the IPO and (ii) 1,018,750 shares of Banyan Class B Common Stock transferred to Public Stockholders pursuant to the Non-Redemption Agreements, (B) assuming 50% redemption of Public Shares, represents (i) 1,999,343 shares of Banyan Class A Common Stock issued in connection with the IPO and (ii) 1,018,750 shares of Banyan Class B Common Stock transferred to Public Stockholders pursuant to the Non-Redemption Agreements and (C) assuming maximum redemptions of Public Shares, represents (i) no shares of Banyan Class A Common Stock issued in connection with the IPO and (ii) 1,018,750 shares of Banyan Class B Common Stock transferred to Public Stockholders pursuant to the Non-Redemption Agreements.

(5)

Represents 2,396,250 shares of Banyan Class B Common Stock. Excludes 3,324,056 Vesting Shares. Also excludes shares of New Pinstripes Class A Common Stock to be issued to the Sponsor Holders in exchange for shares of Series I Convertible Preferred Stock of Pinstripes.

(6)

Excludes up to 1,244,056 shares of New Pinstripes Class A Common Stock that may be issued to the equityholders of Pinstripes if such shares are not transferred by the Sponsor to investors in the Series I Financing and the PIPE Financing.

(7)

Represents (i) 2,209,206 shares issued reflecting a $10.00 per share investment plus the impact of PIK interest payable in shares of New Pinstripes Class A Common Stock through the Closing, or an additional 82,586 shares of New Pinstripes Class A Common Stock and (ii) an aggregate of 505,944 shares of Banyan Class B Common Stock received from the Sponsor.

(8)

Assumes that the PIPE Financing raises an amount sufficient to satisfy a minimum cash condition of $75 million, taking into account the $21.0 million raised to date pursuant to the Series I Financing and the amount assumed to be in the Trust Account in each of the no redemption and maximum redemption scenarios. Assuming no redemptions of Public Shares, represents 1,131,019 shares of Banyan Class A Common Stock to be issued in the PIPE Financing, assuming 50% redemptions, represents 3,252,200 shares of Banyan Class A Common Stock to be issued in the PIPE Financing, and assuming maximum redemptions of Public Shares, represents 5,373,380 shares of Banyan Class A Common Stock to be issued in the PIPE Financing. Excludes up to 1,494,056 Vesting Shares that may be transferred by the Sponsor to investors in the PIPE Financing.

(9)

Represents 50,000 shares of New Pinstripes Class A Common Stock to be issued at the Closing in a private placement in settlement of $0.5 million of transactions costs incurred by Pinstripes.

The voting percentages set forth above were calculated based on the assumptions set forth above and do not take into account (i) New Pinstripes Warrants and New Pinstripes Options that will remain

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outstanding immediately following the Business Combination and may be exercised thereafter and (ii) the issuance of any shares upon completion of the Business Combination under the 2023 EIP Plan, but do include the shares owned by the Sponsor Holders, which, at Closing, will convert into shares of Banyan Class A Common Stock in accordance with the terms of the Existing Charter, subject to adjustment. For more information, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

If the actual facts are different than the assumptions set forth above, the voting percentages set forth above will be different. For example, there are currently outstanding an aggregate of 23,985,000 warrants to acquire shares of Banyan Class A Common Stock, which are comprised of 11,910,000 Banyan Private Placement Warrants and 12,075,000 Banyan Public Warrants. Following the Closing, each of these warrants will entitle the holder thereof to purchase New Pinstripes Class A Common Stock at an exercise price of $11.50 per share on the terms and conditions set forth in the applicable warrant agreement. If we assume that each outstanding warrant is exercised and one share of New Pinstripes Class A Common Stock is issued as a result of such exercise, with payment to New Pinstripes of the exercise price of $11.50 per share, in cash, the fully-diluted share capital of New Pinstripes would increase by a total of 23,985,000 shares, with approximately $275,827,500 paid to New Pinstripes to exercise the warrants. Additionally, following the consummation of the Business Combination, there are expected to be outstanding vested and unvested New Pinstripes Options, which will be exercisable for approximately 4,966,826 shares of New Pinstripes Class A Common Stock. Such New Pinstripes Options would have an expected average strike price of approximately $6.37. If we assume that all New Pinstripes Options are exercised and one share of New Pinstripes Class A Common Stock is issued as a result of such exercise, with payment to New Pinstripes of the average exercise price of approximately $6.37 per share, in cash, the fully-diluted share capital of New Pinstripes would increase by a total of approximately 4,966,826 shares, with approximately $31,638,682 paid to New Pinstripes to exercise the options.

Fully Diluted Ownership upon Closing

The following table summarizes the dilutive effect and the pro forma ownership of New Pinstripes Common Stock following the Business Combination based on varying levels of redemptions by the Public Stockholders and the following additional assumptions: (i) the Business Combination is consummated on December 18, 2023, (ii) 32,141,270 shares of New Pinstripes Class A Common Stock are issued to Pinstripes equityholders (excluding holders of shares of Series I Convertible Preferred Stock of Pinstripes) in a no redemption scenario, a 50% redemption scenario and a maximum redemption scenario, (iii) 2,209,206 shares of New Pinstripes Class A Common Stock are issued to holders of shares of Series I Convertible Preferred Stock of Pinstripes in a no redemption scenario, a 50% redemption scenario and a maximum redemption scenario, (iv) the Sponsor transfers 1,018,750 shares of Banyan Class B Common Stock to Public Stockholders pursuant to the Non-Redemption Agreements, (v) the Sponsor transfers 505,944 shares of Banyan Class B Common Stock to the Series I investors, (vi) 1,131,019 shares of New Pinstripes Class A Common Stock are issued to PIPE Investors in a no redemption scenario, 3,252,200 shares of New Pinstripes Class A Common Stock are issued to PIPE Investors in a 50% redemption scenario and 5,373,380 shares of New Pinstripes Class A Common Stock are issued to PIPE Investors in a maximum redemption scenario, (vii) all outstanding and unexercised Pinstripes options, whether vested or unvested, are converted into New Pinstripes Options, (viii) 50,000 shares of New Pinstripes Class A Common Stock are issued at the Closing in a private placement to one of Pinstripes’ advisors and (ix) the price of the shares of New Pinstripes Class A Common Stock reaches $14.00. The following table includes 3,324,056 Vesting Shares, 5,000,000 Earnout Shares, 4,000,000 EBITDA Earnout Shares, the New Pinstripes Warrants, which will be exercisable for 23,985,000 shares of New Pinstripes Class A Common Stock following the consummation of the Business Combination, and the New Pinstripes Options, which will be exercisable for approximately 4,966,826 shares of New Pinstripes Class A Common Stock following the consummation of the Business Combination.

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	Assuming No Redemption(1)				Assuming 50% Redemption(2)				Assuming Maximum Redemption(3)
Stockholders	Ownership in shares		Equity %		Ownership in shares		Equity %		Ownership in shares		Equity %
Banyan Public Stockholders Shares(4)		5,017,437		5.9%		3,018,093		3.6%		1,018,750		1.2%
New Pinstripes Public Warrants		12,075,000		14.3%		12,075,000		14.2%		12,075,000		14.2%
Banyan Public Stockholders Total		17,092,437		20.2%		15,093,093		17.8%		13,093,750		15.4%
Sponsor Holders Shares(5)		2,396,250		2.8%		2,396,250		2.8%		2,396,250		2.8%
Sponsor Holders Shares Vesting at $12.00(6)		1,662,028		2.0%		1,662,028		2.0%		1,662,028		2.0%
Sponsor Holders Shares Vesting at $14.00(6)		1,662,028		2.0%		1,662,028		2.0%		1,662,028		2.0%
Sponsor Holders New Pinstripes Private Placement Warrants(7)		10,860,000		12.8%		10,860,000		12.8%		10,860,000		12.8%
Sponsor Holders Total		16,580,306		19.6%		16,580,306		19.5%		16,580,306		19.5%
IPO Underwriters New Pinstripes Private Placement Warrants(8)		1,050,000		1.2%		1,050,000		1.2%		1,050,000		1.2%
Pinstripes Equityholders		32,141,270		37.9%		32,141,270		37.9%		32,141,270		37.8%
Pinstripes Equityholders Earnout Shares at $12.00		2,500,000		3.0%		2,500,000		2.9%		2,500,000		2.9%
Pinstripes Equityholders Earnout Shares at $14.00		2,500,000		3.0%		2,500,000		2.9%		2,500,000		2.9%
Pinstripes Equityholders EBITDA Earnout Shares		4,000,000		4.7%		4,000,000		4.7%		4,000,000		4.7%
New Pinstripes Options		4,966,826		5.9%		4,966,826		5.9%		4,966,826		5.8%
Pinstripes Equityholders Total		46,108,096		54.4%		46,108,096		54.3%		46,108,096		54.3%
Series I Investors(9)		2,715,150		3.2%		2,715,150		3.2%		2,715,150		3.2%
PIPE Investors(10)		1,131,019		1.3%		3,252,200		3.8%		5,373,380		6.3%
Other(11)		50,000		0.1%		50,000		0.1%		50,000		0.1%
Total		84,727,008		100%		84,848,845		100%		84,970,682		100%

(1)

Assumes that no shares of Banyan Class A Common Stock are redeemed.

(2)

Assumes that 1,999,344 shares of Banyan Class A Common Stock held by Public Stockholders are redeemed. Amounts do not sum due to rounding.

(3)

Assumes that all 3,998,687 shares of Banyan Class A Common Stock held by Public Stockholders are redeemed. Amounts do not sum due to rounding.

(4)

(5)

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(6)

Includes up to 1,494,056 Vesting Shares that may be transferred by the Sponsor to investors in the Series I Financing or PIPE Financing, of which up to 1,244,056 shares will be forfeited and issued to the equityholders of Pinstripes if such Vesting Shares are not transferred by the Sponsor to investors in the Series I Financing or PIPE Financing.

(7)

Includes 10,860,000 warrants held by the Sponsor that were issued in a private placement at the time of the IPO.

(8)

Includes 1,050,000 warrants held by the IPO Underwriters that were issued in a private placement at the time of the IPO.

(9)

(10)

(11)

Represents 50,000 shares of New Pinstripes Class A Common Stock to be issued at the Closing in a private placement in settlement of $0.5 million of transactions costs incurred by Pinstripes.

Share ownership presented in the table above is only presented for illustrative purposes and are based on a number of assumptions. Banyan cannot predict how many of its Public Stockholders will exercise their right to have their Public Shares redeemed for cash. Public Stockholders that do not elect to redeem their Public Shares will experience dilution as a result of the Business Combination. The Public Stockholders currently own approximately 35.6% of the outstanding shares of Banyan, assuming that no warrants have been exercised and 45.6% on a fully diluted basis. As noted in the above table, if no Public Stockholders redeem their Public Shares in the Business Combination, the Public Stockholders will go from owning approximately 45.6% of the shares of Banyan Common Stock on a fully diluted basis prior to the Business Combination to owning 20.2% of the total shares outstanding of the New Pinstripes on a fully diluted basis. The Public Stockholders will own approximately 5.9%, 3.6% and 1.2% (assuming no warrants have been exercised) and 20.2%, 17.8% and 15.4% (on a fully diluted basis) of the total shares outstanding of New Pinstripes, in the no redemptions, 50% redemptions and maximum redemptions scenarios as shown above, respectively.

Conditions to the Closing of the Business Combination

The obligations of Banyan and Pinstripes to consummate the Closing is subject to the satisfaction or waiver of certain customary closing conditions, including, among others:

•

receipt of any applicable regulatory approvals, including expiration or termination of the waiting period under the HSR Act;

•

absence of laws prohibiting the consummation of the Business Combination;

•

approval of the Business Combination and related agreements and transactions by the equityholders of Banyan and Pinstripes;

•

the listing or approval for listing on the NYSE (or Nasdaq) of the New Pinstripes Class A Common Stock (including New Pinstripes Class A Common Stock issuable upon conversion of New Pinstripes Class B Common Stock) to be issued in connection with the Business Combination;

•

the sum of (i) amount of cash in Banyan’s Trust Account, net of redemptions; plus (ii) the total amount received (or to be received at the Closing) by Banyan in respect of the PIPE Financing; plus

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(iii) certain other amounts specified in the Business Combination Agreement being no less than the Minimum Cash Amount;

•

the accuracy of the representations and warranties of the other party as of the Closing (subject to the materiality standards set forth in the Business Combination Agreement); and

•

each of the covenants and agreements of the other party to be performed or complied with under the Business Combination Agreement prior to or at Closing having been performed or complied with in all material respects.

For additional information regarding the conditions to the completion of the Business Combination Agreement, see the section in this joint proxy statement/consent solicitation statement/prospectus entitled “Proposal No. 1 — The Business Combination Proposal — Conditions to the Closing of the Business Combination.”

Related Agreements

Sponsor Letter Agreement

Concurrently with the execution of the Business Combination Agreement, Banyan, the Sponsor Holders and Pinstripes, entered into the Sponsor Letter Agreement, pursuant to which, among other things, the Sponsor Holders agreed to (i) vote in favor of all proposals at the Special Meeting, (ii) waive the anti-dilution or similar protections with respect to the Banyan Class B Common Stock held by the Sponsor Holders, (iii) not redeem any of their respective shares in connection with the vote to approve the Business Combination and (iv) not further amend or modify the Letter Agreement. Additionally, each of the Sponsor Holders acknowledged that the Letter Agreement would continue to be in effect and would survive the consummation of the Business Combination; provided, however, that effective from the Closing, the lock-up period contained in Section 7 of the Letter Agreement would be shortened to six months from the Closing.

In addition, the Sponsor Holders agreed that two-thirds of the Banyan Class B Common Stock (or Banyan Class A Common Stock, if converted) held by the Sponsor Holders (excluding up to 1,000,000 shares of Banyan Class B Common Stock that will be transferred at Closing by the Sponsor pursuant to the Non-Redemption Agreements and up to 2,000,000 shares of Banyan Class B Common Stock (the “Reserved Shares”) that may be transferred by the Sponsor to investors in the Series I Financing and the PIPE Financing (such transferred shares, the “Released Shares”)) shall be subject to vesting conditions and forfeiture. The vesting and forfeiture conditions, as well as transfer restrictions will be implemented in the Proposed Charter by the issuance of New Pinstripes Series B-1 Common Stock and New Pinstripes Series B-2 Common Stock representing the Vesting Shares, which shall convert to New Pinstripes Class A Common Stock upon the satisfaction of the vesting conditions described herein. The Vesting Shares shall be subject to vesting conditions and forfeiture as follows: (i) 50% of the Vesting Shares shall be issued as New Pinstripes Series B-1 Common Stock and shall vest and no longer be subject to forfeiture if the volume weighted average share price of the New Pinstripes Class A Common Stock equals or exceeds $12.00 per share for any 20 trading days within any consecutive 30-trading day period commencing five months after the Closing; and (ii) 50% of the Vesting Shares shall be issued as New Pinstripes Series B-2 Common Stock and shall vest and no longer be subject to forfeiture if the volume weighted average share price of the New Pinstripes Class A Common Stock equals or exceeds $14.00 per share for any 20 trading days within any consecutive 30-trading day period commencing five months after the Closing. Any Vesting Shares that remain unvested upon the five-year anniversary of the Closing will be forfeited by the Sponsor Holders.

Concurrently with the execution of the Second A&R Business Combination Agreement, Banyan, the Sponsor Holders and Pinstripes, entered into an amendment to the Sponsor Letter Agreement, pursuant to which, the parties agreed that if the number of Released Shares is less than 2,000,000 (with the Reserved Shares that are not Released Shares being the “Non-Transferred Reserved Shares”), then the lesser of (i) fifty percent (50%) of the Non-Transferred Reserved Shares and (ii) 250,000 Non-Transferred Reserved Shares, shall be retained by the Sponsor (the “Sponsor Non-Transferred Reserved Shares”) and all Non-Transferred Reserved Shares in excess of the Sponsor Non-Transferred Reserved Shares will be forfeited by the Sponsor at Closing for no consideration (the “Forfeited Reserved Shares”). Additionally, all Sponsor Non-Transferred

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Reserved Shares, if any, shall be fully vested and will no longer be part of the Vesting Shares. A number of New Pinstripes Class A Common Stock equal to the number of Forfeited Reserved Shares will be issued as merger consideration to the equityholders of Pinstripes in the Business Combination. For additional information regarding the Sponsor Letter Agreement, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Sponsor Letter Agreement.”

Security Holder Support Agreement

Concurrently with the execution of the Business Combination Agreement, Banyan, Pinstripes and certain security holders of Pinstripes entered into the Security Holder Support Agreement, pursuant to which such security holders agreed to, among other things, (i) waive any appraisal rights or dissenter rights in connection with the Business Combination, (ii) as soon as reasonably practicable following the registration statement on Form S-4, of which this joint proxy statement/consent solicitation statement/prospectus forms a part, being declared effective by the SEC, consent to and vote in favor of the Business Combination Agreement and the transactions contemplated thereby (including the Merger) and (iii) not transfer any New Pinstripes Common Stock such security holders will be issued in connection with the Business Combination for a period of six months following the Closing. The transfer restrictions for such security holders will lapse prior to their expiration upon the occurrence of certain events, including the closing price of the New Pinstripes Class A Common Stock reaching or exceeding $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing. For additional information regarding the Security Holder Support Agreement, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Security Holder Support Agreement.”

Lockup Agreement

Concurrently with the execution of the Business Combination Agreement, Banyan, Pinstripes and certain other security holders of Pinstripes not party to the Security Holder Support Agreement entered into the Lockup Agreement, pursuant to which such security holders agreed that it, he or she will not transfer any New Pinstripes Common Stock such security holder will be issued in connection with the Business Combination for a period of six months following the Closing. The transfer restrictions for the security holders will lapse prior to their expiration upon the occurrence of certain events, including the closing price of the New Pinstripes Class A Common Stock reaching or exceeding $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing. Additionally, the transfer restrictions contain customary exceptions, including for estate planning transfers, affiliates transfers, certain open market transfers and transfers upon death or by will. For additional information regarding the Lockup Agreement, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Lockup Agreement.”

Director Designation Agreement

At the Closing, the New Pinstripes Board will be composed of a total of seven directors. At the Closing, New Pinstripes and Mr. Dale Schwartz, the chief executive officer of Pinstripes, will enter into the Director Designation Agreement, pursuant to which, among other things, Mr. Schwartz will have the right to designate: (i) four directors for election to the New Pinstripes Board so long as Mr. Schwartz or any trusts or family partnerships he controls (collectively, the “Schwartz Group”) beneficially own a number of shares (provided that no member of the Schwartz Group will be deemed to beneficially own any unvested Earnout Shares or unvested EBITDA Earnout Shares) equal to at least 70% of the number of shares of New Pinstripes Class A Common Stock the members of the Schwartz Group are issued in connection with the Business Combination, but excluding any unvested Earnout Shares and unvested EBITDA Earnout Shares, (the “Key Individual Shares”; for the avoidance of doubt, Earnout Shares and EBITDA Earnout Shares that have vested pursuant to the terms of the Proposed Charter shall, upon such vesting, be deemed “Key Individual Shares”), (ii) three directors for election to the New Pinstripes Board so long as the members of the Schwartz Group beneficially own a number of shares equal to at least 50% (but less than 70%) of the number of Key Individual Shares, (iii) two directors for election to the New Pinstripes Board so long as the members of the Schwartz Group beneficially own a number of shares equal to at least 25% (but less

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than 50%) of the number of Key Individual Shares and (iv) one director for election to the New Pinstripes Board so long as the members of the Schwartz Group beneficially own a number of shares equal to at least 10% (but less than 25%) of the number of Key Individual Shares. Mr. Schwartz will also have the right to designate a majority of the members of each committee of the New Pinstripes Board for so long as Mr. Schwartz has the ability to designate at least four individuals for nomination to the New Pinstripes Board. At all other times that Mr. Schwartz has the ability to designate at least one individual for nomination to the New Pinstripes Board, Mr. Schwartz will have the ability to designate at least one-third, but in no event fewer than one, of the members of each committee. Additionally, New Pinstripes will not increase or decrease the size of the New Pinstripes Board or amend or adopt new organizational documents, corporate policies or committee charters that might reasonably be deemed to adversely affect any of Mr. Schwartz’ rights under the Director Designation Agreement without the consent of Mr. Schwartz so long as Mr. Schwartz has the ability to designate at least one individual for nomination to the New Pinstripes Board. Each of Mr. Schwartz’s designees (other than himself) must qualify as independent directors under the rules of the New York Stock Exchange (or, if not the New York Stock Exchange, the principal U.S. national securities exchange upon which the New Pinstripes Class A Common Stock is then listed). For additional information regarding the Director Designation Agreement, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Director Designation Agreement.”

A&R Registration Rights Agreement

At the Closing, New Pinstripes, the Sponsor Holders and certain equityholders of New Pinstripes intend to enter into the A&R Registration Rights Agreement, pursuant to which, among other things, the parties thereto will be granted customary registration rights with respect to shares of New Pinstripes.

Proposals to be Submitted at the Special Meeting

The following is a summary of the proposals to be submitted at the Special Meeting.

The Business Combination Proposal

A proposal to adopt and approve the Business Combination Agreement and the transactions contemplated thereby (including the Business Combination). See the section of this joint proxy statement/consent solicitation statement/prospectus entitled “Proposal No. 1 — The Business Combination Proposal” and the Second A&R Business Combination Agreement, a copy of which is attached as Annex A to this joint proxy statement/consent solicitation statement/prospectus, for additional information.

The Charter Amendment Proposal

A proposal to approve and adopt the Proposed Charter, in the form attached to this joint proxy statement/consent solicitation statement/prospectus as Annex B, which will amend and restate the Existing Charter in its entirety and be effective when duly filed with the Secretary of State of the State of Delaware in connection with the Closing. See the section of this joint proxy statement/consent solicitation statement/prospectus entitled “Proposal No. 2 — The Charter Amendment Proposal” and the Proposed Charter, a copy of which is attached as Annex B to this joint proxy statement/consent solicitation statement/prospectus, for additional information.

The Governance Proposals

A proposal to approve, on a non-binding advisory basis, certain governance provisions in the Proposed Charter, presented separately in accordance with the SEC requirements:

•

Proposal No. 3.A: An amendment to change the authorized capital stock of Banyan from (i) 240,000,000 shares of Banyan Class A Common Stock, 60,000,000 shares of Banyan Class B Common Stock and 1,000,000 shares of Banyan preferred stock, each with par value $0.0001 per share, to (ii) 400,000,000 shares of New Pinstripes Class A Common Stock, 30,000,000 shares of New Pinstripes Class B Common Stock, of which 10,000,000 shares will be designated as Series B-1 Common Stock, 10,000,000 shares will be designated as Series B-2 Common Stock and 10,000,000

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shares will be designated as Series B-3 common stock and 10,000,000 shares of New Pinstripes preferred stock, each with par value $0.0001 per share.

•

Proposal No. 3.B: An amendment to require that the affirmative vote of holders of at least 662∕3% of the voting power of all then-outstanding New Pinstripes common stock entitled to vote generally in the election of directors, voting together as a single class, to adopt, amend or repeal the Proposed Bylaws and the provisions in the Proposed Charter related to New Pinstripes Common Stock, the board of directors, the Proposed Bylaws, stockholders, limitation on liability and indemnification of directors and officers, forum selection and amendments to the Proposed Charter.

•

See the section of this joint proxy statement/consent solicitation statement/prospectus entitled “Proposal No. 3 — The Governance Proposals” for additional information.

The Listing Proposal

A proposal to approve the issuance of shares of New Pinstripes Common Stock in connection with the Business Combination for purposes of complying with the applicable provisions of Section 312.03 of the NYSE Listed Company Manual. See the section of this joint proxy statement/consent solicitation statement/prospectus entitled “Proposal No. 4 — The Listing Proposal” for additional information.

The Equity Incentive Plan Proposal

A proposal to approve and adopt the Equity Incentive Plan, established to be effective after the Closing. See the section of this joint proxy statement/consent solicitation statement/prospectus entitled “Proposal No. 5 — The Equity Incentive Plan Proposal” and the Equity Incentive Plan, a copy of which is attached as Annex D to this joint proxy statement/consent solicitation statement/prospectus, for additional information.

The ESPP Proposal

A proposal to approve and adopt the Employee Stock Purchase Plan, established to be effective after the Closing. See the section of this joint proxy statement/consent solicitation statement/prospectus entitled “Proposal No. 6 — The ESPP Proposal” and the Employee Stock Purchase Plan, a copy of which is attached as Annex E to this joint proxy statement/consent solicitation statement/prospectus, for additional information.

The Adjournment Proposal

A proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate as determined by the Banyan Board subject to the Business Combination Agreement. See the section of this joint proxy statement/consent solicitation statement/prospectus entitled “Proposal No. 7 — The Adjournment Proposal” for additional information.

The Special Meeting

Date, Time and Place of the Special Meeting

The Special Meeting will be held on December 20, 2023, at 10:00 a.m., Eastern Time, via a virtual meeting. At the Special Meeting, Banyan’s stockholders will be asked to approve the Business Combination Proposal, the Charter Amendment Proposal, the Listing Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal (if necessary).

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Registration for the Special Meeting

If you are a registered stockholder of Banyan, along with this joint proxy statement/consent solicitation statement/prospectus, you received a proxy card from the Transfer Agent, which contains instructions on how to attend the virtual Special Meeting, including the URL address and your control number. You will need your control number to access the virtual Special Meeting. If you do not have your control number, contact the Transfer Agent at (917) 262-2373, or by email at proxy@continentalstock.com.

If you hold your Banyan stock through a bank or broker, you will need to contact the Transfer Agent to receive a control number. If you plan to vote at the Special Meeting, you will need to have a legal proxy from your bank or broker, or if you would like to join and not vote, the Transfer Agent can issue you a guest control number with proof of ownership. Either way, you must contact the Transfer Agent for specific instructions on how to receive your control number. The Transfer Agent can be contacted at the phone number or email address above. Please allow up to 72 hours prior to the Special Meeting for processing your control number.

You can pre-register to attend the virtual Special Meeting starting on December 18, 2023 (two business days prior to the Special Meeting). Enter the following URL address into your browser https://www.cstproxy.com/banyanacquisition/sm2023, then enter your control number, name and email address. Once you pre-register, you can vote or enter questions in the chat box. At the start of the Special Meeting, you will need to re-log in using the same control number and, if you want to vote during the Special Meeting, you will be prompted to enter your control number again.

If you do not have access to the internet, you can listen only to the Special Meeting by dialing 1 800-450-7155 (toll-free) (or +1 857-999-9155 if you are located outside of the United States and Canada (standard rates apply)) and when prompted enter the pin number 8310505#. Please note you will not be able to vote or enter questions during the Special Meeting if you choose to participate telephonically.

Voting Power; Record Date

The Banyan Board has fixed the close of business on November 20, 2023 as the Record Date for determining Banyan stockholders entitled to notice of and to attend and vote at the Special Meeting. As of the close of business on November 20, 2023, there were 11,243,687 shares of Banyan Common Stock outstanding and entitled to vote, of which 5,998,687 are Banyan Class A Common Stock and 5,245,000 are Banyan Class B Common Stock. The Sponsor Holders hold an aggregate of 2,000,000 Converted Banyan Class A Common Stock and 5,245,000 Banyan Class B Common Stock representing 64.4% of the outstanding shares of Banyan Common Stock. Each share of Banyan Common Stock is entitled to one vote per share at the Special Meeting. The Sponsor Holders have agreed to vote the Converted Banyan Class A Common Stock, the Banyan Class B Common Stock and any other Banyan Common Stock they hold in favor of the Business Combination.

Quorum and Vote of Banyan Stockholders

A quorum of Banyan stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the voting power of all outstanding shares of Banyan Common Stock entitled to vote as of the Record Date at the Special Meeting is represented at the Special Meeting online or by proxy. Abstentions will be counted as present for the purpose of determining a quorum. As of the Record Date, 5,621,844 shares of Banyan Common Stock would be required to be present online (or represented by proxy) at the Special Meeting to achieve a quorum.

As of the date of this joint proxy statement/consent solicitation statement/prospectus, the Sponsor Holders hold an aggregate of approximately 64.4% of the issued and outstanding shares of Banyan Common Stock, which will count towards this quorum. As a result, as of the Record Date, in addition to the shares of the Sponsor Holders, no additional Public Shares would be required to be present at the Special Meeting to achieve a quorum.

The following table reflects the number of shares of Banyan Class A Common Stock required to approve each proposal voted upon by the Banyan stockholders.

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		Number of Additional Public Shares Required To Approve Proposal
Proposal	Approval Standard	If Only Quorum is Present and All Present Shares Cast Votes	If All Shares Are Present and All Present Shares Cast Votes
Business Combination Proposal	Majority of Banyan Common Stock Votes Cast	0	0
Charter Amendment Proposal	65% of Outstanding Shares of Banyan Common Stock	N/A	63,397
Governance Proposals	Majority of Banyan Common Stock Votes Cast	0	0
Listing Proposal	Majority of Banyan Common Stock Votes Cast	0	0
Equity Incentive Plan Proposal	Majority of Banyan Common Stock Votes Cast	0	0
ESPP Proposal	Majority of Banyan Common Stock Votes Cast	0	0
Adjournment Proposal	Majority of Banyan Common Stock Votes Cast	0	0

The proposals presented at the Special Meeting require the following votes:

(i)

Business Combination Proposal: The approval of the Business Combination Proposal requires the affirmative vote of a majority of the votes cast by holders of shares of Banyan Common Stock, voting together as a single class, at a meeting at which a quorum is present.

(ii)

Charter Amendment Proposal: The approval of the Charter Amendment Proposal requires the affirmative vote of the holders of 65% of the then outstanding shares of Banyan Common Stock, voting together as a single class, at a meeting at which a quorum is present.

(iii)

Governance Proposals: Approval of each Governance Proposal, each of which is a non-binding advisory vote, requires affirmative vote of a majority of the votes cast by the holders of the issued shares of Banyan Common Stock, voting together as a single class, at a meeting at which a quorum is present.

(iv)

Listing Proposal: The approval of the Listing Plan Proposal requires a majority of the votes cast by holders of shares of the issued and outstanding Banyan Common Stock, voting together as a single class, at a meeting at which a quorum is present.

(v)

Equity Incentive Plan Proposal: The approval of the Equity Incentive Plan Proposal requires a majority of the votes cast by holders of shares of the issued and outstanding Banyan Common Stock, voting together as a single class, at a meeting at which a quorum is present.

(vi)

ESPP Proposal: The approval of the ESPP Proposal requires a majority of the votes cast by holders of shares of the issued and outstanding Banyan Common Stock, voting together as a single class, at a meeting at which a quorum is present.

(vii)

Adjournment Proposal: The approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by holders of shares of the issued and outstanding Banyan Common Stock, voting together as a single class, at a meeting at which a quorum is present.

Consummation of the Business Combination is conditioned on the approval of each of the Condition Precedent Proposals. The Adjournment Proposal and the Governance Proposals are not conditioned on the approval of any other proposal. If the Business Combination Proposal is not approved, the other proposals (except the Adjournment Proposal) will not be presented to the Banyan stockholders for a vote.

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Redemption Rights

Holders of Public Shares may seek to redeem their respective Public Shares for cash, regardless of whether they vote for or against, or whether they abstain from voting on, the Business Combination Proposal. Any stockholder holding Public Shares may demand that Banyan redeem such shares for a full pro rata portion of the Trust Account (which, for illustrative purposes, was $10.70 per share as of November 29, 2023, the most recent practicable date prior to the date of this joint proxy statement/consent solicitation statement/prospectus), calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable). If a holder of Public Shares properly seeks redemption as described in this joint proxy statement/consent solicitation statement/prospectus and the Business Combination is consummated, Banyan will redeem these shares for a pro rata portion of funds deposited in the Trust Account and such holder will no longer own these shares following the Business Combination. Additional terms and conditions apply. See the section of this joint proxy statement/consent solicitation statement/prospectus entitled “Special Meeting of Banyan Stockholders — Redemption Rights” for additional information.

Appraisal Rights

Holders of shares of Banyan Common Stock are not entitled to appraisal rights in connection with the Business Combination under Delaware law.

Pinstripes stockholders will have appraisal rights in connection with the Business Combination. Holders of shares of Pinstripes stock who (i) do not consent to the adoption of the Business Combination Agreement, (ii) follow the procedures set forth in Section 262 of the DGCL (including making a written demand of appraisal to Pinstripes within 20 days after the date of mailing of the notice of appraisal rights) and (iii) have not otherwise waived the appraisal rights, will be entitled, under Section 262 of the DGCL, to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of the shares, exclusive of any element of value arising from the accomplishment or expectation of the Business Combination, together with interest, if any, to be paid on the amount determined to be “fair value.” See Section 262 of the DGCL attached as Annex H to this joint proxy statement/consent solicitation statement/prospectus.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. Banyan has engaged Morrow Sodali LLC to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares in person (which would include presence at the virtual Special Meeting) if it revokes its proxy before the Special Meeting. A stockholder also may change its vote by submitting a later-dated proxy as described in the section entitled “Special Meeting of Banyan Stockholders — Revoking Your Proxy.”

Recommendation of the Banyan Board

The Banyan Board has determined that the Business Combination, on the terms and conditions set forth in the Business Combination Agreement, is advisable and in the best interests of Banyan and its stockholders and has directed that the proposals set forth in this joint proxy statement/consent solicitation statement/prospectus be submitted to its stockholders for approval at the Special Meeting on the date and at the time and place set forth in this joint proxy statement/consent solicitation statement/prospectus. The Banyan Board recommends that Banyan’s stockholders vote “FOR” the Business Combination Proposal, “FOR” the Charter Amendment Proposal, “FOR” the Governance Proposals, “FOR” the Listing Proposal, “FOR” the Equity Incentive Plan Proposal, “FOR” the ESPP Proposal, and “FOR” the Adjournment Proposal (if necessary). See the section of this joint proxy statement/consent solicitation statement/prospectus entitled “Proposal No. 1 — The Business Combination Proposal — The Banyan Board’s Reasons for the Approval of the Business Combination” for additional information.

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recommend that Banyan’s stockholders vote for the aforementioned proposals. See the section of this joint proxy statement/consent solicitation statement/prospectus entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

The Banyan Board’s Reasons for the Approval of the Business Combination

The Banyan Board, in evaluating the transaction with Pinstripes, consulted with Banyan’s management and its legal and other advisors. In reaching its resolution (i) that the terms and conditions of the Original Business Combination Agreement, the Second A&R Business Combination Agreement and the transactions contemplated thereby, including the Business Combination, are advisable and in the best interests of Banyan and its stockholders and (ii) to recommend that the stockholders approve the transactions contemplated by the Business Combination Agreement and other proposals submitted to the stockholders, the Banyan Board considered a wide variety of factors in connection with its evaluation of the Business Combination. In light of the complexity of those factors, the Banyan Board did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. Individual members of the Banyan Board may have given different weight to different factors. This explanation of the reasons for the Banyan Board’s approval of the Business Combination, and all other information presented in this section, is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”

Before reaching its decision, the Banyan Board reviewed the results of the due diligence conducted by Banyan’s management and advisors, which included:

•

extensive meetings and calls with Pinstripes management to understand and analyze Pinstripes business;

•

meetings with Pinstripes’ major vendors (including its general contractor and foodservice equipment and supplies vendor);

•

review of diligence materials and interviews conducted by K&E and Banyan;

•

site visits to multiple Pinstripes locations;

•

review of Pinstripes’ consolidated financial statements;

•

research on industry trends;

•

research on comparable companies;

•

research on comparable transactions; and

•

reviews of certain financial assumptions provided by Pinstripes.

The factors considered by the Banyan Board (including certain historical and forecasted financial information that were subsequently updated) included, but were not limited to, the following:

•

Growth Model. Pinstripes has a model for driving organic growth with its new venue openings, with its target new venue economic model reflecting an average of more than $9 million in net sales per location and approximately 18% EBITDA margin by the end of calendar year 2024. All of Pinstripes’ venues are on leased real estate, and generally located in luxury commercial retail spaces primarily located near prime urban locations such as malls, hotels or resort developments. In addition, Pinstripes is able to rely on landlords to fund its venue construction, which in turn benefits the landlords due to public space activation in their broader locations (i.e. increased foot traffic). Pinstripes’ landlords typically pay for 80% of new location buildout costs, which average $8 million per location, which contributes significantly to Pinstripes’ growth prospects. Pinstripes currently has over $100,000,000 in landlord commitments for tenant improvements in existing/future venues.

•

New Locations and Expansion Opportunities. Pinstripes focuses on opening new locations in Class A+ / A malls in high-end suburban areas, where the demographic has above average disposable income. The Banyan Board believed Pinstripes could capitalize on the continued exit of big box retailers from malls through synergistic partnerships with leading real estate developers who have

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come to depend on Pinstripes to attract retail traffic and that Pinstripes’ focus on larger, high-volume locations is generating robust venue-level economics.

•

Landlord Partners’ Confidence in Pinstripes’ Prospects. The fact that certain of Pinstripes’ real estate partners and landlords have invested in Pinstripes equity in the past, which indicates their confidence in Pinstripes’ business.

•

Attractive Venue Portfolio and Scalability. At the time of the Board’s consideration, Pinstripes operated 13 locations across eight states and had plans to open six more locations in 2023 (including its 14th location, which recently opened in Topanga, CA), all of which were under construction. Pinstripes was expected to open an additional six locations in 2024, with the number of locations being expected to total to 25 by December 2024. In addition, it has over 30 location opportunities identified. In addition to its reliance on the landlords to reduce the location buildout costs, Pinstripes uses the same foodservice and equipment vendors (which have the capability of providing service across most states) in all of its location buildout projects, which contributes to its ability to scale quickly and efficiently.

•

Historical and Projected Growth. Pinstripes has grown net sales significantly during the last five years, from approximately $63 million in fiscal 2018 to approximately $104 million in fiscal 2023, translating to a Compound Annual Growth Rate (“CAGR”) of over 10%. Pinstripes expects to achieve an approximately 18% EBITDA margin by the end of 2024, taking into account its planned location openings. Additionally, Pinstripes has, on average, greatly outperformed the Standard & Poor US restaurants industry comparables in revenue growth, achieving a three-year revenue CAGR of over two times the average of the Standard & Poor restaurant comparables (as of June 2023).

•

Expected Growth in the Restaurant and US Bowling Center Markets. According to independent research, US foodservice, drinking places and full-service restaurant markets reached a healthy rebound following the COVID-19 pandemic and is expected to grow further in 2024. Similarly, the US bowling center market is also projected to grow in 2024.

•

Experienced Management Team, Employee Retention. The Pinstripes management team is composed of a founder-led, highly experienced management team with deep restaurant and entertainment expertise and highly relevant food service industry experience. The team, which will remain in place immediately following the Closing of the Business Combination, together has transformed Pinstripes from its origins as a single dining and entertainment destination to 13 Pinstripes venues (now 14 venues with the recent opening of its Topanga, CA venue). Pinstripes’ founder and CEO Dale Schwartz has over 40 years of experience in executive management and investing. Mr. Schwartz is supported by an executive team who have been loyal to Pinstripes for a minimum of 12 years each and have approximately 200 years of collective experience, including decades in restaurant and hospitality mainstays such as Hillstone, Cheesecake Factory, J. Alexander’s, and Maggiano’s. Pinstripes also maintains an attractive culture of driven staff who have room for growth and promotion. Pinstripes has maintained a 60.5% total retention rate from May 2022 to June 2023 and a 74% total retention rate from December 2022 to June 2023.

•

Alternative Transactions. The Banyan Board determined, after a thorough review of other business combination opportunities reasonably available to Banyan, that the proposed Business Combination represents the best potential business combination for Banyan based upon its evaluation and assessment of numerous other potential acquisition targets. As part of its search for a business combination target, Banyan management initially identified more than 1,000 targets, and conducted meetings with approximately 100 of such potential targets and entered into a non-disclosure agreement with approximately 20 of such potential targets. For additional information regarding Banyan evaluation of alternative business combination opportunities, see the section entitled “— Background of the Business Combination.”

•

Support of Key Security Holders. The fact that key Pinstripes stockholders representing over 50% of the issued and outstanding equity of Pinstripes delivered Security Holder Support Agreements, demonstrating such Pinstripes security holders’ support of the Business Combination, and that Pinstripes believes that the remaining stockholders will be supportive of the Business Combination. See the section entitled “Related Agreements — Security Holder Support Agreements” of this proxy statement/prospectus for additional information.

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•

Lock-Up. Pinstripes’ Chief Executive Officer, management and certain other significant security holders of Pinstripes have agreed to be subject to a six-month lock-up in respect of their shares of New Pinstripes Common Stock received in the Business Combination (subject to certain customary exceptions).

•

Continued Ownership by Existing Pinstripes Investors. The Banyan Board considered that the Pinstripes equityholders would continue to retain their economic interest in the combined company following the Closing. The Banyan Board considered this as a sign of confidence by Pinstripes equityholders in the combined company following the Business Combination and the benefits expected to be realized as a result of the Business Combination.

•

Valuation. The Banyan Board believes that the aggregate merger consideration payable in the Business Combination reflects an attractive valuation relative to publicly listed companies with certain characteristics comparable to Pinstripes such as similar industries, and growth profiles. Taken together with Pinstripes’ unique growth model including significant contributions to location buildouts by landlords, Banyan believes the Business Combination presents a compelling acquisition opportunity for Banyan and its stockholders. In evaluating the financial aspects of the Business Combination, the Banyan Board reviewed a number of data points, including the transaction documents, historical valuation details and certain financial assumptions provided by Pinstripes management. In addition, the fact that the new transaction terms, as reflected in the A&R Business Combination Agreement and in the Second A&R Business Combination Agreement, adjusted the implied equity value for Pinstripes from $429,000,000 to $336,214,140, reflecting a strategic decision to drive long-term value creation for all Banyan stockholders, who would as a result own a larger portion of New Pinstripes unless New Pinstripes achieves certain price targets and certain EBITDA targets.

•

Fairness Opinion. The oral opinion of Scalar (subsequently confirmed in writing) was rendered to the Banyan Board on June 21, 2023, to the effect that, as of such date and based upon and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken, and other matters considered by Scalar in preparing its opinion (attached as Annex F to this joint proxy statement/consent solicitation statement/prospectus), the Consideration (as defined in such opinion) to be paid by Banyan to the Pinstripes stockholders pursuant to the Business Combination Agreement was fair from a financial point of view to the Public Stockholders (other than Pinstripes, the Sponsor and their respective affiliates) (the “Fairness Opinion”), as more fully described in the section entitled “Proposal No. 1 — The Business Combination Proposal — Opinion of Scalar, LLC.”

•

Conclusion of the Reasonable Basis Review. Zukin’s findings, as presented to the Banyan Board following Zukin’s reasonable basis review, that there is a reasonable basis for the Initial Financial Projections (as defined below) provided by Pinstripes’ management to Banyan.

Further, the proceeds less transaction expenses to be delivered to the combined companies in connection with the Business Combination (including the remaining proceeds from Trust Account after giving effect to any redemptions of Banyan Common Stock), will remain on the balance sheet of the combined company after Closing in order to fund Pinstripes’ existing operations and support new and existing growth initiatives.

In the course of its deliberations, the Banyan Board considered a variety of uncertainties, risks and other potentially negative reasons relevant to the Business Combination, including the below:

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Business and Industry Risks. The risks relating to (i) increased competition in the experiential dining and entertainment markets in which Pinstripes operates, (ii) Pinstripes’ ability to successfully identify and secure appropriate locations, and timely develop and expand operations in existing and new markets, (iii) changes in consumer discretionary spending and general economic conditions in markets Pinstripes operates, (iv) adverse effects from food safety and foodborne illness concerns and potential resulting damage to Pinstripes’ reputation, (v) dependence on key executive management personnel primarily due to its nature as a founder-led company, (vi) shortages or interruptions in the supply or delivery of food products, (vii) dependence on a small number of suppliers for the majority of our food ingredients and (viii) a resurgence in COVID-19 or the emergence of another global pandemic.

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Potential Benefits May Not Be Achieved. The risk that the potential benefits of the Business Combination may not be fully achieved or may not be achieved within the expected time frame and the significant fees, expenses and time and effort of management associated with completing the Business Combination.

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Transaction Certainty Risk. The risk that the Business Combination and transactions contemplated thereby might not be consummated or completed in a timely manner or that the Closing might not occur despite our efforts, including by reason of a failure to obtain the approval of our stockholders, litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin the consummation of the Business Combination.

•

Macroeconomic Risks. The risk that the future financial performance of Pinstripes may not meet the Banyan Board’s expectations due to factors out of Pinstripes’ control, including economic cycles, increasing inflation, supply chain disruptions or other macroeconomic factors.

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Listing Risks. The requirements of being a public company, including compliance with the SEC’s requirements regarding internal controls over financial reporting, may strain Pinstripes’ resources and divert management’s attention, and the increases in legal, accounting and compliance expenses that will result from the Business Combination may be greater than Pinstripes anticipates.

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Redemption Risk. The potential that a significant number of Banyan stockholders elect to redeem their shares prior to the consummation of the Business Combination and pursuant to Banyan’s Existing Charter, which would reduce the gross proceeds to Pinstripes from the Business Combination, which could hinder Pinstripes’ ability to continue its growth strategy and opening of additional locations.

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Minimum Cash Condition. The fact that Closing of the Business Combination is conditioned on a minimum amount of cash being available.

•

Banyan Stockholders Receiving a Minority Position in New Pinstripes. The fact that current Banyan stockholders will hold a minority position in New Pinstripes, which will limit or preclude the ability of Banyan’s current stockholders to influence corporate matters, including any future potential change in control or other material transaction, but the Banyan Board determined that such facts were outweighed by the long-term benefits that a founder-controlled company would provide to Banyan’s stockholders and future stockholders of New Pinstripes after the Closing.

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Post-Business Combination Corporate Governance. The fact that the board of directors of New Pinstripes will be classified and that all New Pinstripes directors will not be elected annually and that such directors can only be removed by cause by the affirmative vote of the holders of at least 662∕3% of all the then-outstanding shares of capital stock of New Pinstripes entitled to vote generally at an election of directors and that a majority of the directors will be initially appointed by Mr. Dale Schwartz depending on his percentage in New Pinstripes. See the section of this proxy statement/prospectus entitled “Proposal No. 3: The Governance Proposals” for a detailed discussion of such governance provisions.

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Fees and Expenses. The expected fees and expenses associated with the Business Combination, some of which would be payable regardless of whether the Business Combination is ultimately consummated.

In addition to considering the factors described above, the Banyan Board also considered other factors including, without limitation:

•

Interests of Certain Persons. The Sponsor, the members of the Banyan Board and executive officers of Banyan have interests in the Business Combination Proposal, the other proposals described in this proxy statement/prospectus and the Business Combination that are different from, or in addition to, those of the Public Stockholders generally (see the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Interests of Certain Persons in the Business Combination”). Independent Banyan’s directors reviewed and considered these interests during the negotiation of the Business Combination and in evaluating and approving, as members of the Banyan Board, the Business Combination Agreement and the transactions contemplated therein, including the Merger.

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Other Risks. The various risks associated with the Business Combination, the business of Pinstripes, and the business of Banyan, as described in the section of this proxy statement/prospectus entitled “Risk Factors”.

After considering the foregoing potentially negative and potentially positive reasons, the Banyan Board concluded that the potentially positive reasons relating to the Business Combination and the other related transactions outweighed the potentially negative reasons.

Opinion of Scalar, LLC

On June 21, 2023, at a meeting of the Banyan Board, Scalar, LLC (“Scalar”) rendered its oral opinion to the Banyan Board, subsequently confirmed in writing, as to the fairness, from a financial point of view, as of such date, to the Public Stockholders (for purposes of such opinion and this summary, other than Pinstripes, the Sponsor, and their respective affiliates, which we refer to collectively as the “Excluded Parties”) of the Consideration (as defined in such opinion) to be paid by the Banyan to the Pinstripes stockholders pursuant to the Business Combination Agreement (without giving effect to any impact of the Transaction on any particular Public Stockholder other than in its capacity as a Public Stockholder), based upon and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken, and other matters considered by Scalar in preparing its opinion.

The full text of Scalar’s written opinion, dated June 21, 2023, which sets forth the procedures followed, assumptions made, matters considered, qualifications and limitations on the review undertaken, and other matters considered by Scalar in connection with the opinion, is attached to this joint proxy statement/consent solicitation statement/prospectus as Annex F. The summary of Scalar’s opinion in this joint proxy statement/consent solicitation statement/prospectus is qualified in its entirety by reference to the full text of Scalar’s written opinion. Scalar’s opinion was provided for the information and assistance of the Banyan Board and does not constitute a recommendation as to how any stockholder of Banyan should vote or act (including with respect to any redemption rights) with respect to the Transaction or any other matter.

Reasonable Basis review of Initial Financial Projections and underlying Assumptions

Banyan’s board of directors received the financial analysis performed by Zukin Certification Services, LLC (“ZCS” or “Zukin”) and its report dated June 15, 2023 indicating that (i) the assumptions used, taken as a whole, provide reasonable support for the Initial Financial Projections, (ii) the Initial Financial Projections are consistent with the material factors and assumptions used to construct them, and take into account the preparers’ of the Initial Financial Projections informed judgment, and (iii) there is a reasonable basis for the Initial Financial Projections provided by Pinstripes as of April 7, 2023. See “Proposal No. 1 — The Business Combination Proposal — Reasonable Basis Review of Pinstripes’ Initial Financial Projections and Underlying Assumptions” below for further information relating to Zukin’s analysis and report.

Interests of Certain Persons in the Business Combination

Certain members of the Banyan Board and executive officers of Banyan and the Sponsor may have interests in the Business Combination that may be different from, or in addition to, the interests of Banyan’s stockholders generally. The Banyan Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the Business Combination Agreement and in recommending that the Business Combination Agreement and the transactions contemplated thereby be adopted and approved by the stockholders of Banyan. The Banyan Board concluded, after taking into account the differing interests described below, that on balance, the factors set forth above supported a favorable determination that the Business Combination Agreement and the Business Combination are advisable and in the best interests of Banyan and its stockholders.

These interests include, among other things:

•

the fact that the Sponsor Holders and Banyan’s directors and officers, for no compensation, have agreed not to redeem any shares of Banyan held by them in connection with a stockholder vote to approve the Business Combination and the Sponsor Holders are obligated to vote in favor of the Business Combination;

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•

the fact that the Sponsor Holders paid an aggregate amount of $25,000 for the Founder Shares, which will convert into 7,245,000 shares of New Pinstripes Common Stock in accordance with the terms of Banyan’s organizational documents and such securities will have a significantly higher value at the time of the Business Combination;

•

the fact that the Sponsor paid $10,860,000 for 10,860,000 Banyan Private Placement Warrants, each of which is exercisable commencing 30 days following the Closing for one share of Banyan Class A Common Stock at $11.50 per share and which, pursuant to the A&R Registration Rights Agreement, will be registered for resale following the Business Combination. If Banyan does not consummate an initial business combination by December 24, 2023, then the proceeds from the sale of the Banyan Private Placement Warrants will be part of the liquidating distribution to the Public Stockholders and the warrants held by the Sponsor will be worthless. The Banyan Private Placement Warrants had an aggregate market value of approximately $2,389,200 based upon the closing price of $0.22 per Banyan Public Warrant on the NYSE on November 29, 2023, the most recent practicable date prior to the date of this joint proxy statement/consent solicitation statement/prospectus;

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the fact that the Sponsor Holders (and certain of Banyan’s officers and directors who are members of the Sponsor) have invested in Banyan an aggregate of $10,885,000, comprised of the $25,000 purchase price for 7,245,000 Founder Shares and the $10,860,000 purchase price for 10,860,000 Banyan Private Placement Warrants. Subsequent to the initial purchase of the Founder Shares by the Sponsor, the Sponsor transferred an aggregate of 149,625 Founder Shares to Banyan’s independent directors and other third parties. In connection with the Non-Redemption Agreements, the Series I Financing and the PIPE Financing, the Sponsor may transfer up to an aggregate of 3,018,750 Founder Shares at Closing, which if transferred, would leave the Sponsor Holders with an aggregate of 4,226,250 Founder Shares, 2,396,250 of which will be vested upon Closing. Assuming a trading price of $10.61 per share of Banyan Class A Common Stock (based upon the closing price of the Banyan Class A Common Stock on the NYSE on November 29, 2023), the 2,396,250 vested Founder Shares held by the Sponsor Holders upon Closing would have an implied aggregate market value of $25,424,213, representing unrealized gain for such holders of $14,539,213. Even if the trading price of the shares of New Pinstripes Class A Common Stock were as low as $4.55 per share, the aggregate market value of the 2,396,250 vested Founder Shares alone (without taking into account the value of the Banyan Private Placement Warrants) would be approximately equal to the initial investment in Banyan by the Sponsor Holders. As a result, if the Business Combination is completed, the Sponsor Holders are likely to be able to make a substantial profit on their investment in Banyan at a time when shares of New Pinstripes Class A Common Stock have lost significant value. On the other hand, if Banyan liquidates without completing a business combination before December 24, 2023, the Sponsor Holders will lose their entire investment in Banyan;

•

the fact that the Sponsor and Banyan’s officers and directors will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to stockholders rather than liquidate, in which case, such holders would lose their entire investment. As a result, the Sponsor, as well as Banyan’s officers and directors, may have a conflict of interest in determining whether Pinstripes is an appropriate business with which to effectuate a business combination and/or in evaluating the terms of the Business Combination, particularly given the upcoming termination date in Banyan’s existing governing documents as described further below;

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the fact that the Sponsor Holders (and the Banyan officers and directors who are members of the Sponsor) can earn a positive rate of return on their investment, even if other Banyan stockholders experience a negative rate of return in New Pinstripes, including if the share price of New Pinstripes after the Closing falls as low as $4.55 per share, as the market value of the Sponsor Holders’ 2,396,250 vested Founder Shares would be approximately equal to their initial investment in Banyan;

•

the fact that the Existing Charter provides that only Public Shares and not any Founder Shares are entitled to redemption rights and the Sponsor Holders and Banyan’s other current officers and directors have further agreed to waive their respective rights to liquidating distributions from the Trust Account with respect to any Banyan Common Stock (other than Public Shares) held by them if Banyan fails to complete an initial business combination by December 24, 2023;

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the fact that, at the option of the lender (subject to Pinstripes’ consent per the terms of the Business Combination Agreement), any amounts outstanding under any loan made by the Sponsor, Banyan’s officers and directors or any of their affiliates to Banyan in an aggregate amount of up to $1,500,000 may be converted into Banyan Private Placement Warrants in connection with the consummation of the Business Combination, but any such loan would not be expected to be repaid if the Business Combination is not consummated;

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the fact that the Sponsor and Banyan’s officers and directors will not be reimbursed for any loans extended, fees due or out-of-pocket expenses if an initial business combination is not consummated by December 24, 2023. As of the date of this joint proxy statement/consent solicitation statement/prospectus there are loans extended, fees due or outstanding out-of-pocket expenses amounting in the aggregate to $516,000 for which the Sponsor and Banyan’s officers and directors are awaiting reimbursement;

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the fact that, if the Trust Account is liquidated, including in the event Banyan is unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify Banyan to ensure that the proceeds in the Trust Account are not reduced below $10.20 per Public Share, or such lesser per Public Share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which Banyan has entered into an acquisition agreement or claims of any third party for services rendered or products sold to Banyan, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

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the fact that, if Banyan does not either complete the Business Combination or liquidate by December 31, 2023, Banyan may be subject to the excise tax imposed by the IR Act (as defined below) with respect of the Extension Amendment Redemptions. In connection with the Extension Amendment, Banyan agreed that funds in the Trust Account, including any interest thereon, will not be used to pay for any such excise tax liabilities. Because the excise tax would be payable by Banyan and the Sponsor and not by the redeeming holders, the mechanics of any required payment of the excise tax have not been determined;

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the fact that the officers and directors of Banyan do not work full-time at Banyan. Each of Banyan’s directors and officers is engaged in several other business endeavors for which such director or officer may be entitled to substantial compensation, and Banyan’s directors and officers are not obligated to contribute any specific number of hours per week to Banyan’s affairs. Banyan’s independent directors also serve as officers and/or board members for other entities. If Banyan’s directors’ and officers’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to Banyan’s affairs and may influence their decision to proceed with the Business Combination;

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the fact that Banyan’s Existing Charter provides that Banyan renounces its interest in any corporate opportunity offered to any director or officer of Banyan. This waiver allows Banyan’s directors and officers to allocate opportunities based on a combination of the objectives and fundraising needs of the target, as well as the investment objectives of the entity. The waiver of the corporate opportunities doctrine did not have an impact on Banyan’s search for an acquisition target;

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the fact that, subject to certain limited exceptions, the New Pinstripes Private Placement Warrants will not be transferable, assignable or salable until 30 days following the completion of the Business Combination;

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the fact that Banyan may be entitled to distribute or pay over funds held by Banyan outside the Trust Account to the Sponsor or any of its affiliates prior to the Closing;

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the fact that Banyan’s officers and directors will be eligible for continued indemnification and continued coverage under a directors’ and officers’ liability insurance policy after the Business Combination pursuant to the Business Combination Agreement and any indemnification agreements that may be entered into on or after the Closing Date;

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the fact that the Sponsor Holders will enter into the A&R Registration Rights Agreement at Closing, which provides for registration rights of the Sponsor Holders and certain other stockholders following consummation of the Business Combination;

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the fact that Keith Jaffee, the chief executive officer of Banyan, Jerry Hyman, the chairman of Banyan, and Otis Carter, a director of Banyan, hold (individually or through one or more investment vehicles) an aggregate of 84,000 shares of Pinstripes’ Series I Convertible Preferred Stock. Such stock will automatically convert upon Closing into New Pinstripes Class A Common Stock at a conversion rate of 2.5 shares of New Pinstripes Class A Common Stock for each share of Pinstripes’ Series I Convertible Preferred Stock;

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the fact that Jerry Hyman, the chairman of Banyan, is expected to be a director of New Pinstripes after the consummation of the Business Combination. As such, in the future, Jerry Hyman may receive cash fees, stock options, stock awards or other remuneration that the New Pinstripes Board determines to pay its directors and any applicable compensation as described under the section titled “Executive Compensation”; and

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the fact that the Sponsor Group will have paid an aggregate of approximately $12,985,000 for its investment in New Pinstripes, including the investments (directly or indirectly) of Keith Jaffee, the chief executive officer of Banyan, Jerry Hyman, the chairman of Banyan, and Otis Carter, a director of Banyan, in the Series I Financing, as summarized in the table below, and, following the consummation of the Business Combination, the aggregate value of the Sponsor Group’s investment will be approximately $30,041,513, based upon the respective closing prices of the Banyan Class A Common Stock and Banyan Public Warrants on the NYSE on November 29, 2023.

Sponsor Group Beneficial Ownership of Banyan Prior to Closing

	Securities held by Sponsor Group		Sponsor Group Cost at the IPO
Public Shares		—		$	—
Founder Shares		7,245,000			25,000
Banyan Private Placement Warrants		10,860,000			10,860,000
Total				$	10,885,000

Sponsor Group Beneficial Ownership of New Pinstripes Following the Closing

	Securities held by Sponsor Group at Closing		Value per Security as of November 29, 2023			Sponsor Group Cost between the IPO and Closing			Total Value
New Pinstripes Class A Common Stock issued upon conversion of Pinstripes’ Series I Convertible Preferred Stock		210,000		$	10.61(1)		$	2,100,000			2,228,100
New Pinstripes Class A Common Stock Issued to Holders of Founder Shares(3)		2,396,250		$	10.61(1)			—			25,424,213
New Pinstripes Private Placement Warrants		10,860,000		$	0.22(2)			—			2,389,200
Total							$	2,100,000		$	30,041,513

(1)

Based on the closing price of the Banyan Public Shares on November 29, 2023, which was $10.61 per share.

(2)

Based on the closing price of the Banyan Public Warrants on November 29, 2023, which was $0.22 per warrant.

(3)

Excludes 3,324,056 Vesting Shares.

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than these interests. In addition, Banyan’s independent directors reviewed and considered these interests during their evaluation of the Business Combination and, in approving, as members of the Banyan Board, the Business Combination Agreement and the related agreements and the transactions contemplated thereby, including the Business Combination.

Based on its review of the foregoing considerations, the Banyan Board concluded that the potentially negative factors associated with the Business Combination were outweighed by the potential benefits that it expects the Banyan stockholders will receive as a result of the Business Combination. The Banyan Board realized that there can be no assurance about future results, including results considered or expected as disclosed in the foregoing reasons.

For more information about the factors the Banyan Board considered in evaluating and recommending the Business Combination to the Banyan stockholders, see the section of this joint proxy statement/consent solicitation statement/prospectus entitled “Proposal No. 1 — The Business Combination Proposal — The Banyan Board’s Reasons for the Approval of the Business Combination.”

Certain Other Interests in the Business Combination

In addition to the interests of the Insiders and the Sponsor in the Business Combination, stockholders should be aware that the IPO Underwriters, William Blair & Company, L.L.C. (“William Blair”), in its role as a co-placement agent, financial advisor and capital markets advisor to Banyan, and BTIG, LLC (“BTIG” and together with William Blair, the “Advisors”), in its role as a co-placement agent and capital markets advisor to Banyan, have financial interests that are different from, or in addition to, the interests of Banyan’s stockholders. Neither of the Advisors provided any report or opinion to Banyan in connection with the Business Combination.

Upon consummation of the Business Combination, the IPO Underwriters will be entitled to $3,622,500 of deferred underwriting commissions. Such fee is effectively equivalent to approximately 8.5% and 17.1% of the cash in the Trust Account in each of the no redemption and 50% redemption scenarios. The IPO Underwriters have not provided any service in connection with the Business Combination in connection with such fee and such deferred commissions are attributable solely to their services in connection with the IPO. The IPO Underwriters have agreed to waive their rights to the deferred underwriting commissions held in the Trust Account in the event Banyan does not complete an initial business combination within the time period set forth in the Existing Charter. Accordingly, if the Business Combination, or any other initial business combination, is not consummated by that time and Banyan is therefore required to be liquidated, the IPO Underwriters will not receive any of the deferred underwriting commissions and such funds will be returned to Banyan’s public stockholders upon its liquidation.

Additionally, upon consummation of the Business Combination, the Advisors are entitled to certain fees pursuant to their respective engagements. In addition, under the terms of the Advisors’ respective engagements, Banyan agreed to reimburse each Advisor for certain expenses, and to indemnify each Advisor and certain related parties against liabilities, including liabilities under federal securities laws, in each case, in connection with, as a result of, or relating to its engagement. Banyan decided to retain the Advisors based primarily on their leading investment banking franchises with a strong track record of advising on complex, transformational transactions. The Advisors therefore have an interest in Banyan completing the Business Combination that will result in the payment of certain advisory fees.

Sources and Uses of Funds for the Business Combination

The following tables summarize the sources and uses for funding the Business Combination, assuming (i) none of the shares of Banyan Class A Common Stock held by the Public Stockholders are redeemed in connection with the Business Combination and (ii) all of the shares of Banyan Class A Common Stock held by the Public Stockholders are redeemed in connection with the Business Combination.

Where actual amounts are not known or knowable, the figures below represent Banyan’s good faith estimate of such amounts. For more information, see “Unaudited Pro Forma Condensed Combined Financial Information.”

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(U.S. dollars in millions)

	Assuming No Redemptions(1)			Assuming Maximum Redemptions(2)
Sources
Cash and Investments Held in Trust Account(3)		$	42		$	0
Series I Financing(4)		$	22		$	22
PIPE Financing		$	11		$	54
Existing Pinstripes Stockholders Equity Rollover		$	321		$	321
Total Sources		$	397		$	397
Uses
Existing Pinstripes Stockholders Equity Rollover		$	321		$	321
Cash to Balance Sheet		$	55		$	55
Transaction Fees and Expenses		$	20		$	20
Total Uses		$	397		$	397

(1)

Assumes that no shares of Banyan Class A Common Stock held by Public Stockholders are redeemed. Amounts do not sum due to rounding.

(2)

Assumes that all 3,998,687 shares of Banyan Class A Common Stock held by Public Stockholders are redeemed. Amounts do not sum due to rounding.

(3)

Cash held in the Trust Account as of September 30, 2023 (after giving effect to the Extension Amendment Redemptions).

(4)

Reflects $21 million invested in Pinstripes and $1 million of equity rollover from the PIK interest payable in shares of New Pinstripes Class A Common Stock through the Closing.

Certain Material United States Federal Income Tax Considerations

For a description of the certain United States federal income tax considerations relevant to an exercise of redemption rights, please see “Certain Material United States Federal Income Tax Considerations.”

Anticipated Accounting Treatment of the Business Combination

The Business Combination is expected to be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Banyan will be treated as the acquired company and Pinstripes will be treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of New Pinstripes will represent a continuation of the financial statements of Pinstripes, with the Business Combination treated as the equivalent of Pinstripes issuing stock for the historical net assets of Banyan, accompanied by a recapitalization. The net assets of Banyan will be stated at fair value, which is expected to approximate historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of Pinstripes.

Regulatory Matters

Under the HSR Act and the rules that have been promulgated thereunder by the Federal Trade Commission (“FTC”), certain transactions may not be consummated unless information has been furnished to the Antitrust Division of the Department of Justice (“Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. The Business Combination is subject to these requirements and may not be completed until the expiration of a 30-day waiting period following the filing of the required Notification and Report Forms with the Antitrust Division and the FTC. The Sponsor, the ultimate parent entity of Banyan, and Dale Schwartz, the ultimate parent entity of Pinstripes, filed the required Notification and Report Forms under the HSR Act with respect to the Business Combination Agreement with the Antitrust Division and the FTC on July 14, 2023 and the waiting period expired on August 14, 2023.

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At any time before or after consummation of the Business Combination, notwithstanding termination of the respective waiting periods under the HSR Act, the Department of Justice or the FTC, or any state or foreign governmental authority, could take such action under applicable antitrust laws as such authority deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Business Combination, conditionally approving the Business Combination upon divestiture of assets, subjecting the completion of the Business Combination to regulatory conditions or seeking other remedies. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. Sponsor and Banyan cannot assure you that the Antitrust Division, the FTC, any state attorney general or any other government authority will not attempt to challenge the Business Combination on antitrust grounds, and, if such a challenge is made, Sponsor and Banyan cannot assure you as to its result.

None of Sponsor, Banyan, Dale Schwartz, nor Pinstripes are aware of any material regulatory approvals or actions that are required for completion of the Business Combination other than the expiration of the waiting period under the HSR Act. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Solicitation of Consents from Pinstripes Stockholders

Pinstripes stockholders are being asked to adopt and approve the Business Combination Agreement and approve the Business Combination (the “Pinstripes Business Combination Proposal”) by executing and delivering the written consent furnished with this joint proxy statement/consent solicitation statement/prospectus.

Pinstripes stockholders may consent to the Pinstripes Business Combination Proposal by completing and executing the written consent furnished with this joint proxy statement/consent solicitation statement/prospectus and returning it to Pinstripes by December 20, 2023 by emailing a .pdf copy of such executed written consent to investors@pinstripes.com or by mailing such executed written consent to Pinstripes, Inc., 1150 Willow Road, Northbrook, IL 60062, Attention: Chief Executive Officer.

For more information, please see “Solicitation of Consents from Pinstripes Stockholders.”

Summary of Risk Factors

You should consider all the information contained in this joint proxy statement/consent solicitation statement/prospectus in deciding how to vote for the proposals presented in this joint proxy statement/consent solicitation statement/prospectus. These risks are discussed more fully in the section entitled “Risk Factors” following this summary. For purposes of the below summary of risk factors, “we” and “our” refers to Pinstripes or New Pinstripes, as the context may require. If any of these risks actually occur, Pinstripes’, Banyan’s or New Pinstripes’ business, financial condition or results of operations would likely be materially adversely affected. These risks include, but are not limited to, the following:

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the experiential dining and entertainment market in which we operate is highly competitive;

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our long-term success is highly dependent on our ability to successfully identify and secure appropriate locations and timely develop and expand our operations in existing and new markets;

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disruptions or delays we may encounter in the expansion and construction of our facilities;

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we may not be able to renew real property leases on favorable terms, or at all, and our landlords may not meet their financial obligations to us, either of which may require us to close a location or relocate;

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our business may be adversely impacted by changes in consumer discretionary spending and general economic conditions in our markets or declines in the popularity of bowling and bocce;

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shortages or interruptions in the supply or delivery of food products;

•

increased labor costs or shortages;

•

the COVID-19 pandemic has disrupted, and future pandemics or natural disasters may disrupt, our business, results of operations and financial condition;

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we may not achieve our target development goals, aggressive development could cannibalize existing sales and new locations may not be successful or profitable;

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food safety and food-borne illness concerns may have an adverse effect on our business;

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damage to our reputation could negatively impact our business, financial condition and results of operations;

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our dependence on a small number of suppliers for the majority of our food ingredients;

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we depend on key executive management;

•

our management has identified material weaknesses in its internal control over financial reporting and may identify additional material weaknesses in the future;

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we are subject to many federal, state and local laws with which compliance is both costly and complex;

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a liquid and established trading market may not develop for the New Pinstripes Class A Common Stock;

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the Earnout Shares will be subject to the vesting and forfeiture conditions and restrictions on transfer set forth in the Proposed Charter and may never vest during the Earnout Period;

•

New Pinstripes may consummate a Change of Control transaction during the Earnout Period, and the Earnout Shares may not vest in connection with or prior to the consummation of a Change of Control;

•

pursuant to the Director Designation Agreement, Dale Schwartz, our Chairman and Chief Executive Officer, will have the right to designate a specified number of directors (initially four of seven) to the New Pinstripes Board and will retain certain other governance rights so long as he continues to beneficially own a certain number of shares of New Pinstripes Class A Common Stock;

•

the Business Combination will result in changes to the Pinstripes Board, which may affect the strategy of New Pinstripes;

•

if we are unable to satisfy our obligations as a public company, we would face possible delisting, which would result in a limited public market for our securities;

•

Banyan currently is, and New Pinstripes will be, an “emerging growth company” within the meaning of the Securities Act, and, if New Pinstripes takes advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors;

•

the consummation of the Business Combination is subject to a number of conditions, and if those conditions are not satisfied or waived, the Business Combination may not be completed;

•

the value of the Founder Shares and the Banyan Private Placement Warrants following completion of the Business Combination may be substantially higher than the price paid for them;

•

some of the Pinstripes and Banyan officers and directors may have conflicts of interest that may influence them to approve the Business Combination without regard to your interests;

•

if PIPE Financing is not identified by Banyan or, if identified, is consummated on different terms than those currently contemplated or fails to close and sufficient stockholders exercise their redemption rights in connection with the Business Combination, Banyan may lack sufficient funds to consummate the Business Combination;

•

a portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the near future;

•

Banyan’s public stockholders will experience dilution due to the issuance to existing Pinstripes equity holders of securities entitling them to a significant voting stake in New Pinstripes;

•

Banyan may be unable to continue as a going concern if it does not consummate an initial business combination by December 24, 2023 (unless extended by Banyan’s stockholders);

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the Special Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that may be important to you. We urge stockholders to read carefully this entire joint proxy statement/consent solicitation statement/prospectus, including the annexes and the other documents referred to herein.

Why are Banyan and Pinstripes proposing to enter into the Business Combination?

Banyan is a blank check company formed specifically as a vehicle to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. In the course of Banyan’s search for a business combination partner, Banyan investigated the potential acquisition of many entities in various industries and concluded that Pinstripes was the best candidate for a business combination with Banyan. For more details on Banyan’s search for a business combination partner and the Banyan Board’s reasons for selecting Pinstripes as Banyan’s business combination partner, see the sections entitled “Proposal No. 1 — The Business Combination Proposal — Background of the Business Combination” and “Proposal No. 1 — The Business Combination Proposal — The Banyan Boards’ Reasons for the Approval of the Business Combination.”

Why am I receiving this joint proxy statement/consent solicitation statement/prospectus?

Our stockholders are being asked to consider and vote upon a proposal to approve the Business Combination and adopt the Business Combination Agreement, among other proposals. We have entered into the Business Combination Agreement by and among Banyan, Merger Sub and Pinstripes. The aggregate consideration to be paid in the Merger to the holders of Pinstripes Stock will consist of 32,141,270 shares of New Pinstripes Class A Common Stock and 9,000,000 shares of New Pinstripes Class B Common Stock. The number of shares of the equity consideration was determined based on a $10.00 per share value for New Pinstripes Common Stock.

The Business Combination Agreement, among other things, provides that Merger Sub will be merged with and into Pinstripes, following which the separate existence of Merger Sub will cease and Pinstripes will continue as the surviving entity of the Merger and a wholly-owned subsidiary of Banyan.

Following the Business Combination, Banyan will change its name to Pinstripes Holdings, Inc.

For additional information, see the section in this joint proxy statement/consent solicitation statement/prospectus entitled “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement.” A copy of the Second A&R Business Combination Agreement is attached to this joint proxy statement/consent solicitation statement/prospectus as Annex A.

The Banyan Class A Common Stock, Units and Banyan Public Warrants are currently listed on the NYSE under the symbols “BYN,” “BYN.U” and “BYN WS,” respectively. New Pinstripes will apply to list, to be effective at the time of the Closing, its common stock and warrants on the NYSE (or Nasdaq).

Banyan is sending this joint proxy statement/consent solicitation statement/prospectus to its stockholders to help them decide how to vote their respective shares of Banyan Common Stock with respect to the matters to be considered at the Special Meeting. The Business Combination cannot be completed unless Banyan’s stockholders approve the Condition Precedent Proposals set forth in this joint proxy statement/consent solicitation statement/prospectus. This joint proxy statement/consent solicitation statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting. Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this joint proxy statement/consent solicitation statement/prospectus and its annexes, which we urge you to do.

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What is being voted on at the Special Meeting?

Our stockholders are being asked to vote on the following proposals:

•

The Business Combination Proposal — A proposal to adopt and approve the Business Combination Agreement and the transactions contemplated thereby (including the Business Combination).

•

The Charter Amendment Proposal — A proposal to approve and adopt the Proposed Charter, in the form attached to this joint proxy statement/consent solicitation statement/prospectus as Annex B, which will amend and restate the Existing Charter in its entirety and be effective when duly filed with the Secretary of State of the State of Delaware in connection with the Closing.

•

The Governance Proposals — A proposal to approve, on a non-binding advisory basis, certain governance provisions in the Proposed Charter, presented separately in accordance with the SEC requirements:

•

Proposal No. 3.A: An amendment to change the authorized capital stock of New Pinstripes.

•

The Listing Proposal — A proposal to approve, for purpose of complying with Section 312.03 of the NYSE Listed Company Manual, the issuance of shares of New Pinstripes Common Stock in connection with the Business Combination.

•

The Equity Incentive Plan Proposal — A proposal to approve and adopt the 2023 EIP Plan, established to be effective after the Closing.

•

The ESPP Proposal — A proposal to approve and adopt the ESPP, established to be effective after the Closing.

•

The Adjournment Proposal — A proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate as determined by the Banyan Board subject to the terms of the Business Combination Agreement.

Are the proposals conditioned on one another?

Each of the Condition Precedent Proposals is conditioned on the approval of each of the other Condition Precedent Proposals. It is important for you to note that, in the event each of the other Condition Precedent Proposals does not receive the requisite vote for approval, then we will not consummate the Business Combination. If we do not consummate a business combination by December 24, 2023 (as such date may be extended by approval of the Banyan Stockholders), we will be required to dissolve and liquidate the Trust Account by returning the then-remaining funds in such Trust Account to our Public Stockholders.

Why are we proposing the Governance Proposals?

As required by applicable SEC guidance, Banyan is requesting that its stockholders vote upon, on a non-binding advisory basis, a proposal to approve certain governance provisions contained in the Proposed Charter that may reasonably be considered to materially affect stockholder rights and therefore require a non-binding advisory basis vote pursuant to SEC guidance. This vote is not otherwise required by Delaware law, but, consistent with SEC guidance, we are submitting these provisions to our

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stockholders separately for approval. The stockholder vote regarding these proposals is an advisory vote and is not binding on Banyan or the Banyan Board. Please see the section entitled “Proposal No. 3 — The Governance Proposals.”

Why is Banyan providing stockholders with the opportunity to vote on the Business Combination?

The approval of the Business Combination by Banyan stockholders is a condition to closing under the Business Combination Agreement. In addition, the Existing Charter requires that Banyan provides all holders of Public Shares with the opportunity to have their respective Public Shares redeemed upon the consummation of Banyan’s initial business combination in conjunction with either a tender offer or a stockholder vote. For business and other reasons, Banyan has elected to provide its stockholders with the opportunity to have their respective Public Shares redeemed in connection with a stockholder vote rather than pursuant to a tender offer. Therefore, Banyan is seeking to obtain the approval of its stockholders of the Business Combination Proposal in order to provide the Public Stockholders with the opportunity to redeem their respective Public Shares in connection with the closing of the Merger.

What equity stake will current Banyan stockholders and Pinstripes equityholders hold in New Pinstripes after the Closing?

Issued and Outstanding Ownership upon Closing

The following table summarizes the dilutive effect and the pro forma ownership of New Class A Pinstripes Common Stock following the Business Combination based on the varying levels of redemptions by the Public Stockholders and the following additional assumptions: (i) the Business Combination is consummated on December 18, 2023, (ii) 32,141,270 shares of New Pinstripes Class A Common Stock are issued to Pinstripes equityholders (excluding holders of shares of Series I Convertible Preferred Stock of Pinstripes) in a no redemption scenario, a 50% redemption scenario and a maximum redemption scenario, (iii) 2,209,206 shares of New Pinstripes Class A Common Stock are issued to holders of shares of Series I Convertible Preferred Stock of Pinstripes in a no redemption scenario, a 50% redemption scenario and a maximum redemption scenario, (iv) the Sponsor transfers 1,018,750 shares of Banyan Class B Common Stock to Public Stockholders pursuant to the Non-Redemption Agreements, (v) the Sponsor transfers 505,944 shares of Banyan Class B Common Stock to the Series I investors, (vi) 1,131,019 shares of New Pinstripes Class A Common Stock are issued to PIPE Investors in a no redemption scenario, 3,252,200 shares of New Pinstripes Class A Common Stock are issued to PIPE Investors in a 50% redemption scenario and 5,373,380 shares of New Pinstripes Class A Common Stock are issued to PIPE Investors in a maximum redemption scenario, (vii) 50,000 shares of New Pinstripes Class A Common Stock are issued at the Closing in a private placement to one of Pinstripes’ advisors and (viii) all outstanding and unexercised Pinstripes options, whether vested or unvested, are converted into New Pinstripes Options. The following table excludes 3,324,056 Vesting Shares, 5,000,000 Earnout Shares, 4,000,000 EBITDA Earnout Shares, the New Pinstripes Warrants, which will be exercisable for 23,985,000 shares of New Pinstripes Class A Common Stock following the consummation of the Business Combination, and the New Pinstripes Options, which will be exercisable for approximately 4,966,826 shares of New Pinstripes Class A Common Stock following the consummation of the Business Combination.

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The scenarios depicted below are for illustrative purposes only, as the actual number of Redemptions by the Public Stockholders is not able to be known prior to the Redemption Deadline.

	Assuming No Redemptions of Public Shares(1)		Assuming 50% Redemptions of Public Shares(2)		Assuming Maximum Redemptions of Public Shares(3)
Banyan’s Public Stockholders(4)		11.5%		6.9%		2.3%
Sponsor Holders(5)		5.5%		5.5%		5.5%
Pinstripes Equityholders(6)		74.0%		73.8%		73.6%
Series I Investors(7)		6.2%		6.2%		6.2%
PIPE Investors(8)		2.6%		7.5%		12.3%
Other(9)		0.1%		0.1%		0.1%

(1)

Assumes that no shares of Banyan Class A Common Stock held by Public Stockholders are redeemed. Amounts do not sum due to rounding.

(2)

Assumes that 1,999,344 shares of Banyan Class A Common Stock held by Public Stockholders are redeemed. Amounts do not sum due to rounding.

(3)

Assumes that all 3,998,687 shares of Banyan Class A Common Stock held by Public Stockholders are redeemed.

(4)

(5)

(6)

(7)

(8)

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Common Stock to be issued in the PIPE Financing. Excludes up to 1,494,056 Vesting Shares that may be transferred by the Sponsor to investors in the PIPE Financing.

(9)

Represents 50,000 shares of New Pinstripes Class A Common Stock to be issued at the Closing in a private placement in settlement of $0.5 million of transactions costs incurred by Pinstripes.

The voting percentages set forth above were calculated based on the assumptions set forth above and do not take into account (i) New Pinstripes Warrants and New Pinstripes Options that will remain outstanding immediately following the Business Combination and may be exercised thereafter and (ii) the issuance of any shares upon completion of the Business Combination under the 2023 EIP Plan, but do include the shares owned by the Sponsor Holders, which, at Closing, will convert into shares of Banyan Class A Common Stock in accordance with the terms of the Existing Charter, subject to adjustment. For more information, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

Fully Diluted Ownership upon Closing

The following table summarizes the dilutive effect and the pro forma ownership of New Pinstripes Common Stock following the Business Combination based on varying levels of redemptions by the Public Stockholders and the following additional assumptions: (i) the Business Combination is consummated on December 18, 2023, (ii) 32,141,270 shares of New Pinstripes Class A Common Stock are issued to Pinstripes equityholders (excluding holders of shares of Series I Convertible Preferred Stock of Pinstripes) in a no redemption scenario, a 50% redemption scenario and a maximum redemption scenario, (iii) 2,209,206 shares of New Pinstripes Class A Common Stock are issued to holders of shares of Series I Convertible Preferred Stock of Pinstripes in a no redemption scenario, a 50% redemption scenario and a maximum redemption scenario, (iv) the Sponsor transfers 1,018,750 shares of Banyan Class B Common Stock to Public Stockholders pursuant to the Non-Redemption Agreements, (v) the Sponsor transfers 505,944 shares of Banyan Class B Common Stock to the Series I investors, (vi) 1,131,019 shares of New Pinstripes Class A Common Stock are issued to PIPE Investors in a no redemption scenario, 3,252,200 shares of New Pinstripes Class A Common Stock are issued to PIPE Investors in a 50% redemption scenario and 5,373,380 shares of New Pinstripes Class A Common Stock are issued to PIPE Investors in a maximum redemption scenario and (vii) all outstanding and unexercised Pinstripes options, whether vested or unvested, are converted into New Pinstripes Options, (viii) 50,000 shares of New Pinstripes Class A Common Stock are issued at the Closing in a private placement to one of Pinstripes’ advisors and (ix) the price of the shares of New Pinstripes Class A Common Stock reaches $14.00. The following table includes 3,324,056 Vesting Shares, 5,000,000 Earnout Shares, 4,000,000 EBITDA Earnout Shares, the New Pinstripes Warrants, which will be exercisable for 23,985,000 shares of New Pinstripes Class A Common Stock following the consummation of the

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Business Combination, and the New Pinstripes Options, which will be exercisable for approximately 4,966,826 shares of New Pinstripes Class A Common Stock following the consummation of the Business Combination.

	Assuming No Redemption(1)				Assuming 50% Redemption(2)				Assuming Maximum Redemption(3)
Stockholders	Ownership in shares		Equity %		Ownership in shares		Equity %		Ownership in shares		Equity %
Banyan Public Stockholders Shares(4)		5,017,437		5.9%		3,018,093		3.6%		1,018,750		1.2%
New Pinstripes Public Warrants		12,075,000		14.3%		12,075,000		14.2%		12,075,000		14.2%
Banyan Public Stockholders Total		17,092,437		20.2%		15,093,093		17.8%		13,093,750		15.4%
Sponsor Holders Shares(5)		2,396,250		2.8%		2,396,250		2.8%		2,396,250		2.8%
Sponsor Holders Shares Vesting at $12.00(6)		1,662,028		2.0%		1,662,028		2.0%		1,662,028		2.0%
Sponsor Holders Shares Vesting at $14.00(6)		1,662,028		2.0%		1,662,028		2.0%		1,662,028		2.0%
Sponsor Holders New Pinstripes Private Placement Warrants(7)		10,860,000		12.8%		10,860,000		12.8%		10,860,000		12.8%
Sponsor Holders Total		16,580,306		19.6%		16,580,306		19.5%		16,580,306		19.5%
IPO Underwriters New Pinstripes Private Placement Warrants(8)		1,050,000		1.2%		1,050,000		1.2%		1,050,000		1.2%
Pinstripes Equityholders		32,141,270		37.9%		32,141,270		37.9%		32,141,270		37.8%
Pinstripes Equityholders Earnout Shares at $12.00		2,500,000		3.0%		2,500,000		2.9%		2,500,000		2.9%
Pinstripes Equityholders Earnout Shares at $14.00		2,500,000		3.0%		2,500,000		2.9%		2,500,000		2.9%
Pinstripes Equityholders EBITDA Earnout Shares		4,000,000		4.7%		4,000,000		4.7%		4,000,000		4.7%
New Pinstripes Options		4,966,826		5.9%		4,966,826		5.9%		4,966,826		5.8%
Pinstripes Equityholders Total		46,108,096		54.4%		46,108,096		54.3%		46,108,096		54.3%
Series I Investors(9)		2,715,150		3.2%		2,715,150		3.2%		2,715,150		3.2%
PIPE Investors(10)		1,131,019		1.3%		3,252,200		3.8%		5,373,380		6.3%
Other(11)		50,000		0.1%		50,000		0.1%		50,000		0.1%
Total		84,727,008		100%		84,848,845		100%		84,970,682		100%

(1)

Assumes that no shares of Banyan Class A Common Stock are redeemed.

(2)

Assumes that 1,999,344 shares of Banyan Class A Common Stock held by Public Stockholders are redeemed. Amounts do not sum due to rounding.

(3)

Assumes that all 3,998,687 shares of Banyan Class A Common Stock held by Public Stockholders are redeemed. Amounts do not sum due to rounding.

(4)

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(5)

(6)

(7)

Includes 10,860,000 warrants held by the Sponsor that were issued in a private placement at the time of the IPO.

(8)

Includes 1,050,000 warrants held by the IPO Underwriters that were issued in a private placement at the time of the IPO.

(9)

(10)

(11)

Represents 50,000 shares of New Pinstripes Class A Common Stock to be issued at the Closing in a private placement in settlement of $0.5 million of transactions costs incurred by Pinstripes.

What happens if a substantial number of the Public Stockholders vote in favor of the Business Combination Proposal and exercise their respective redemption rights?

Our Public Stockholders are not required to vote “FOR” the Business Combination in order to exercise their respective redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Stockholders are reduced as a result of redemptions by Public Stockholders.

If a Public Stockholder exercises its redemption rights, such exercise will not result in the loss of any warrants that he, she or it may hold. Assuming that 3,998,687 shares of Banyan Class A Common Stock held by Public Stockholders were redeemed (the maximum amount permitted under the maximum redemption scenario), the public warrant holders will retain the 12,075,000 Banyan Public Warrants (including the Banyan Public Warrants retained by Public Stockholders who exercised their respective redemption rights in connection with the Extension Amendment Redemptions). The outstanding Banyan Public Warrants (which will become New Pinstripes Public Warrants following the Closing) would

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have a value of approximately $0.22 per warrant based on the closing price of the Banyan Public Warrants on the NYSE on November 29, 2023. If a substantial number of, but not all, Public Stockholders exercise their respective redemption rights, and the holders of the 12,075,000 New Pinstripes Public Warrants choose to exercise their respective warrants, any non-redeeming stockholders would experience dilution to the extent such warrants are exercised.

Additionally, as a result of redemptions, the trading market for the New Pinstripes Class A Common Stock may be less liquid than the market for the Banyan Class A Common Stock was prior to consummation of the Business Combination and we may not be able to meet the listing standards for the NYSE, Nasdaq or another national securities exchange. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into New Pinstripes’ business will be reduced.

The below sensitivity table shows the potential impact of redemptions on the pro forma book value per share of the shares owned by non-redeeming stockholders in a no redemption scenario, a 50% redemption scenario and a maximum redemption scenario. The sensitivity table below also sets forth (i) the potential additional dilutive impact of each of the below additional dilution sources in each redemption scenario and (ii) the effective deferred underwriting fee percentage incurred in connection with the IPO in each redemption scenario.

	Assuming No Redemption(1)					Assuming 50% Redemption(2)					Assuming Maximum Redemption(3)
Stockholders	Ownership in shares			Equity %		Ownership in shares			Equity %		Ownership in shares			Equity %
Banyan Public Stockholders(4)			5,017,437		11.5%			3,018,093		6.9%			1,018,750		2.3%
Sponsor Holders(5)			2,396,250		5.5%			2,396,250		5.5%			2,396,250		5.5%
Pinstripes Equityholders(6)			32,141,270		74.0%			32,141,270		73.8%			32,141,270		73.6%
Series I Investors(7)			2,715,150		6.2%			2,715,150		6.2%			2,715,150		6.2%
PIPE Investors(8)			1,131,019		2.6%			3,252,200		7.5%			5,373,380		12.3%
Other(9)			50,000		0.1%			50,000		0.1%			50,000		0.1%
Total Shares Outstanding Excluding “Additional Dilution Sources”			43,451,126		100%			43,572,963		100%			43,694,800		100%
Total Pro Forma Equity Value Post-Redemptions(10)		$	434,511,260				$	435,729,630				$	436,948,000
Total Pro Forma Book Value Post-Redemptions(11)		$	(11,154,960)				$	(11,154,960)				$	(11,154,960)
Pro Forma Book Value Per Share(12)		$	(0.26)				$	(0.26)				$	(0.26)

	Assuming No Redemption(1)				Assuming 50% Redemption(2)				Assuming Maximum Redemption(3)
Additional Dilution Sources	Ownership in shares		Equity %(13)		Ownership in shares		Equity %(13)		Ownership in shares		Equity %(13)
New Pinstripes Warrants
New Pinstripes Public Warrants		12,075,000		21.7%		12,075,000		21.7%		12,075,000		21.7%
New Pinstripes Private Placement Warrants(14)		11,910,000		21.5%		11,910,000		21.5%		11,910,000		21.4%
Subtotal of All Warrants		23,985,000		35.6%		23,985,000		35.5%		23,985,000		35.4%
New Pinstripes Options		4,966,826		10.3%		4,966,826		10.2%		4,966,826		10.2%
Pinstripes Equityholders Earnout Shares at $12.00		2,500,000		5.4%		2,500,000		5.4%		2,500,000		5.4%
Pinstripes Equityholders Earnout Shares at $14.00		2,500,000		5.4%		2,500,000		5.4%		2,500,000		5.4%
Pinstripes Equityholders EBITDA Earnout Shares		4,000,000		8.4%		4,000,000		8.4%		4,000,000		8.4%

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	Assuming No Redemption(1)				Assuming 50% Redemption(2)				Assuming Maximum Redemption(3)
Additional Dilution Sources	Ownership in shares		Equity %(13)		Ownership in shares		Equity %(13)		Ownership in shares		Equity %(13)
Sponsor Holders shares vesting at $12.00		1,662,028		3.7%		1,662,028		3.7%		1,662,028		3.7%
Sponsor Holders shares vesting at $14.00		1,662,028		3.7%		1,662,028		3.7%		1,662,028		3.7%
Total Additional Dilution Sources		41,275,882		48.7%		41,275,882		48.6%		41,275,882		48.6%

Assuming
No Redemption(1)

Assuming
50% Redemption(2)

Assuming
Maximum Redemption(3)

Deferred Discount

Amount $

% of Gross
IPO
Proceeds
remaining
in Trust
Account(15)

Amount $

% of Gross
IPO
Proceeds
remaining
in Trust
Account(15)

Amount $

% of Gross
IPO
Proceeds
remaining
in Trust
Account(15)

Effective Deferred Discount(16)

3,622,500

8.5%

3,622,500

17.1%

3,622,500

N/A

(1)

This scenario assumes that no shares of Banyan Class A Common Stock are redeemed by the Public Stockholders; amounts may not sum due to rounding.

(2)

This scenario assumes that 1,999,344 shares of Banyan Class A Common Stock are redeemed by the Public Stockholders; amounts may not sum due to rounding.

(3)

This scenario assumes that 3,998,687 shares of Banyan Class A Common Stock are redeemed by the Public Stockholders; amounts may not sum due to rounding.

(4)

(A) Assuming no redemptions of Public Shares, represents (i) 3,998,687 shares of Banyan Class A Common Stock issued in connection with the Banyan IPO and (ii) 1,018,750 shares of Banyan Class B Common Stock transferred to Public Stockholders pursuant to the Non-Redemption Agreements, (B) assuming 50% redemptions of Public Shares, represents (i) 1,999,344 shares of Banyan Class A Common Stock issued in connection with the Banyan IPO and (ii) 1,018,750 shares of Banyan Class B Common Stock transferred to Public Stockholders pursuant to the Non-Redemption Agreements and assuming maximum redemptions of Public Shares, represents (i) no shares of Banyan Class A Common Stock issued in connection with the IPO and (ii) 1,018,750 shares of Banyan Class B Common Stock transferred to Public Stockholders pursuant to the Non-Redemption Agreements.

(5)

Represents 2,396,250 shares of Banyan Class B Common Stock acquired by the Sponsor Holders prior to or in connection with the IPO. Excludes 3,324,056 Vesting Shares. Also excludes shares of New Pinstripes Class A Common Stock to be issued to the Sponsor Holders in exchange for shares of Series I Convertible Preferred Stock of Pinstripes.

(6)

(7)

(8)

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Common Stock to be issued in the PIPE Financing. Excludes up to 1,494,056 Vesting Shares that may be transferred by the Sponsor to investors in the PIPE Financing.

(9)

Represents 50,000 shares of New Pinstripes Class A Common Stock to be issued at the Closing in a private placement in settlement of $0.5 million of transactions costs incurred by Pinstripes.

(10)

Pro forma equity value shown at $10.00 per share in the no redemption scenario, the 50% redemption scenario and the maximum redemption scenario.

(11)

See “Unaudited Pro Forma Condensed Combined Financial Information” for pro forma book value in the no redemption scenario and the maximum redemption scenario. Pro forma book value for the 50% redemptions scenario is equivalent to the pro forma book value for the no redemptions scenario and the maximum redemptions scenario.

(12)

Pro forma book value per share is the result of pro forma book value divided by total shares outstanding excluding additional dilutive sources.

(13)

The Equity % with respect to each Additional Dilution Source set forth below, including the Total Additional Dilution Sources, includes the full amount of shares issued with respect to the applicable Additional Dilution Source in the numerator and the full amount of shares issued with respect to the Total Additional Dilution Sources in the denominator. For example, in the 50% redemption scenario, the Equity % with respect to the New Pinstripes Public Warrants would be calculated as follows: (a) 12,075,000 shares issued pursuant to the New Pinstripes Public Warrants; divided by (b) (i) 43,572,963 shares (the number of shares outstanding excluding the Additional Dilution Sources) plus (ii) 12,075,000 shares included in the Additional Dilution Sources.

(14)

Includes 11,910,000 warrants held by the Sponsor and the IPO Underwriters that were issued in a private placement at the time of the IPO.

(15)

Reflects balance of the Trust Account following the payment of the Extension Amendments Redemptions; assumes approximately $42.4 million remains in the Trust Account in the no redemption scenario and approximately $21.2 million remains in the Trust Account in the 50% redemption scenario.

(16)

On June 22, 2023, Banyan and the IPO Underwriters amended the underwriting agreement so that the deferred underwriting fees were lowered to $3,622,500; excludes other private placement and capital markets advisory fees to be paid to BTIG upon consummation of the Business Combination.

What is the expected per share value of the cash to be received by New Pinstripes in the Business Combination?

As described in “Summary of the Joint Proxy Statement/Consent Solicitation Statement/Prospectus — Sources and Uses of Funds for the Business Combination,” and under the question “— What happens if a substantial number of Public Shareholders vote in favor of the Business Combination Proposal and exercise their respective redemption rights?” and making the assumption discussed below, the net cash contributed to the balance sheet of New Pinstripes in the Business Combination will remain approximately $55.0 million regardless of the number of Public Stockholders that elect to exercise their redemption rights and the total number of shares of New Pinstripes Class A Common Stock outstanding following the Closing will fluctuate depending upon the extent to which Public Stockholders exercise their redemption rights. Although the parties to the Business Combination have deemed the value of New Pinstripes Common Stock to be equal to $10.00 per share for determining the number of shares of New Pinstripes Common Stock issuable to holders of Pinstripes Stock, the cash value per share of New Pinstripes Class A Common Stock will be substantially less than $10.00 per share. Set forth below is a calculation of the net cash per New Pinstripes Class A Common Stock resulting from the proceeds of the Trust Account, the Series I Financing and the PIPE Financing (assuming the satisfaction of the minimum cash condition of $75 million from a combination thereof) in a no redemption scenario, 50% redemption scenario and maximum redemption scenario. Such calculations are based upon (i) cash held in the Trust Account as of September 30, 2023 of approximately $10.61 per Public Share (rounded to the nearest cent) and (ii) estimated transaction expenses of approximately $20.0 million. The calculations do not assume the receipt of any debt or equity financing in connection with the Closing, other than the Series I Financing and the PIPE Financing, or the issuance of any shares as a result of any such other debt or equity financing.

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	Assuming No Redemption(1)			Assuming 50% Redemption(2)			Assuming Maximum Redemption(3)
(Amounts in thousands, except for shares and per share amounts)
Banyan Class A Common Stock not redeemed			3,998,687			1,999,343			0
Gross Cash Proceeds of Trust Account at $10.61 per share		$	42,424		$	21,212		$	0
Gross Cash Proceeds from Series I Financing		$	21,266		$	21,266		$	21,266
Gross Cash Proceeds from PIPE Financing		$	11,310		$	32,522		$	53,734
Total Gross Cash Proceeds		$	75,000		$	75,000		$	75,000
Estimated Transaction Expenses		$	20,000		$	20,000		$	20,000
Net Cash Proceeds		$	55,000		$	55,000		$	55,000
Total Shares Outstanding			43,451,126			43,572,963			43,694,800
Net Cash per share of New Pinstripes Class A Common Stock Outstanding		$	1.27		$	1.26		$	1.26

(1)

This scenario assumes that no Banyan Class A Common Stock are redeemed by Public Stockholders, after taking into account shares redeemed by Public Stockholders in connection with the Extension Meeting. See “Information about Banyan” for more information on the Extension Meeting.

(2)

This scenario assumes that 1,999,344 shares of Banyan Class A Common Stock are redeemed by Public Stockholders, after taking into account shares redeemed by Public Stockholders in connection with the Extension Meeting. See “Information about Banyan” for more information on the Extension Meeting.

(3)

This scenario assumes that 3,998,687 shares of Banyan Class A Common Stock are redeemed by Public Stockholders, after taking into account shares redeemed by Public Stockholders in connection with the Extension Meeting. See “Information About Banyan” for more information on the Extension Meeting.

What conditions must be satisfied to complete the Business Combination?

There are a number of closing conditions in the Business Combination Agreement, including: (i) receipt of any applicable regulatory approvals, including expiration or termination of the waiting period under the HSR Act; (ii) absence of laws or Orders (as defined in the Business Combination Agreement) prohibiting the Business Combination; (iii) approval of the Business Combination and related agreements and transactions by the applicable equityholders of Banyan and Pinstripes; (iv) the listing or approval for listing on the NYSE (or Nasdaq) of the New Pinstripes Class A Common Stock; (v) the Certificate of Merger having been accepted for filing by the Secretary of State of the State of Delaware; (vi) the sum of (a) amount of cash in Banyan’s Trust Account, net of redemptions; plus (b) the total amount received (or to be received at the Closing) by Banyan in respect of the PIPE Financing; plus (c) certain other amounts specified in the Business Combination Agreement being no less than the Minimum Cash Amount; (vii) the accuracy of the representations and warranties of the other party as of the date of the Business Combination Agreement and as of the Closing (subject to the materiality standards set forth in the Business Combination Agreement); and (viii) each of the covenants and agreements of the other party to be performed or complied with under the Business Combination Agreement prior to or at Closing having been performed or complied with in all material respects. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Conditions to Closing of the Business Combination.”

Why is Banyan proposing the Equity Incentive Plan Proposal?

The purpose of the 2023 EIP Plan is to secure and retain the services of employees, directors and consultants, to provide incentives for such persons to exert maximum efforts for our success and to provide a means by which such persons may be given an opportunity to benefit from increases in value

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of the New Pinstripes Class A Common Stock through the granting of awards under the 2023 EIP Plan. We believe that the awards to be issued under the 2023 EIP Plan will motivate award recipients to offer their maximum effort to New Pinstripes and help focus them on the creation of long-term value consistent with the interests of New Pinstripes stockholders. We believe that grants of incentive awards are necessary to enable New Pinstripes to attract and retain top talent. For additional information, please see the section titled “Proposal No. 5 — The Equity Incentive Plan Proposal.”

Why is Banyan proposing the ESPP Proposal?

The ESPP will provide eligible employees an opportunity to purchase shares of New Pinstripes Class A Common Stock at a discount through accumulated contributions of their earned compensation. The Banyan Board has determined that offering an employee stock purchase plan is important to New Pinstripes’ ability to compete for talent. The ESPP will become a significant part of New Pinstripes’ overall equity compensation strategy (especially with respect to New Pinstripes’ nonexecutive employees) if it is approved by our stockholders. The ESPP will be adopted in connection with the consummation of the Business Combination. For additional information, please see the section titled “Proposal No. 6 — The ESPP Proposal.”

What happens if I sell my shares of Banyan Common Stock before the Special Meeting?

The Record Date for the Special Meeting is November 20, 2023, and is earlier than the date on which we expect the Business Combination to be completed. If you transfer your shares of Banyan Common Stock after the Record Date, but before the Special Meeting, unless the transferee obtains a proxy from you to vote those shares, you will retain your right to vote at the Special Meeting. However, you will not be able to seek redemption of your shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination. If you transfer your shares of Banyan Common Stock before the Record Date, you will have no right to vote those shares at the Special Meeting or redeem those shares for a pro rata portion of the proceeds held in our Trust Account. Regardless of whether you transfer your shares of Banyan Common Stock before or after the Record Date, your transferee will be entitled to exercise redemption rights with respect to the shares purchased by following the procedures set forth in this joint proxy statement/consent solicitation statement/prospectus.

When and where is the Special Meeting?

The Special Meeting will be held via live webcast on December 20, 2023, at 10:00 a.m., Eastern Time. Banyan will be holding the Special Meeting virtually at the following URL: https://www.cstproxy.com/banyanacquisition/sm2023.

Who is entitled to vote at the Special Meeting?

Banyan has fixed November 20, 2023 as the Record Date. If you were a stockholder of Banyan at the close of business on the Record Date, you are entitled to vote on matters that come before the Special Meeting. However, a stockholder may only vote his or her shares if he or she is present in person (which would include presence at the virtual Special Meeting) or is represented by proxy at the Special Meeting.

How many votes do I have?

Our stockholders are entitled to one vote at the Special Meeting for each share of Banyan Common Stock held of record as of the Record Date. As of the close of business on the Record Date, there were 11,243,687 shares of outstanding Banyan Common Stock, of which an aggregate of 7,245,000 were shares of Converted Banyan Class A Common Stock and Banyan Class B Common Stock held by the Sponsor Holders.

What constitutes a quorum at the Special Meeting?

A quorum of our stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the voting power of all outstanding shares of our common stock entitled to vote at the Special Meeting is represented at the Special Meeting online or by proxy. If a stockholder

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fails to vote his, her or its shares online or by proxy, or if a broker fails to vote online or by proxy shares held by it in nominee name, such shares will not be counted for the purposes of establishing a quorum. If a stockholder who holds his, her or its shares in “street name” through a broker or other nominee fails to give voting instructions to such broker or other nominee (a “broker non-vote”) on all of the proposals set forth in this joint proxy statement/consent solicitation statement/prospectus, such shares will not be counted for the purposes of establishing a quorum. In the absence of a quorum, the chairman of the Special Meeting may adjourn the Special Meeting. The shares owned by the Sponsor Holders, who beneficially own approximately 64.4% of the issued and outstanding shares of Banyan Common Stock as of the Record Date, will count towards this quorum and are sufficient to constitute a quorum. The Sponsor Holders have agreed to vote any shares of Banyan Common Stock owned by them in favor of all the proposals at the Special Meeting. As a result, as of the Record Date, in addition to the shares of the Sponsor Holders, no additional Public Shares held by Public Stockholders would be required to be present at the Special Meeting to achieve a quorum.

What vote is required to approve the proposals presented at the Special Meeting?

Approval of the Charter Amendment Proposal requires the affirmative vote of the holders of 65% of the then outstanding shares of Banyan Common Stock, voting together as a single class, at a meeting at which a quorum is present. Approval of the Business Combination Proposal, the Governance Proposals (each of which is a non-binding, advisory vote), the Listing Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal require the affirmative vote of a majority of the votes cast by holders of shares of the issued and outstanding Banyan Common Stock, voting together as a single class, at a meeting at which a quorum is present. Our Sponsor Holders have agreed to vote their respective shares of Converted Banyan Class A Common Stock, Banyan Class B Common Stock and any Public Shares held by them, in favor of the Business Combination.

May the Sponsor Holders, Banyan’s directors, officers, advisors or their respective affiliates purchase shares in connection with the Business Combination?

At any time prior to the Special Meeting, during a period when they are not then aware of any material nonpublic information regarding Banyan or its securities, Banyan’s initial insiders, Pinstripes and/or their respective affiliates may purchase Public Shares and/or Public Warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of Banyan Common Stock. In such transactions, the purchase price for the Banyan Common Stock is not expected to exceed the redemption price. In addition, the persons and entities described above will waive redemption rights, if any, with respect to the Banyan Common Stock they acquire in such transactions. However, any Banyan Common Stock acquired by the persons or entities described above would not vote on the Business Combination Proposal.

The purpose of such share purchases and other transactions would be to increase the likelihood that the conditions to the consummation of the Business Combination are satisfied. This may result in the completion of our Business Combination which may not otherwise have been possible.

How do the Sponsor Holders intend to vote on the proposals?

The Sponsor Holders hold of record and are entitled to vote an aggregate of approximately 64.4% of the outstanding shares of Banyan Common Stock. The Sponsor Holders have agreed to vote any shares of Banyan Common Stock held by them as of the Record Date for the Special Meeting in favor of the

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Business Combination Proposal, the Charter Amendment Proposal, the Governance Proposals, the Listing Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal, if applicable.

What interests do the Sponsor Holders and Banyan’s current officers and directors have in the Business Combination?

Certain members of the Banyan Board and executive officers of Banyan and the Sponsor Holders may have interests in the Business Combination that may be different from, or in addition to, the interests of Banyan’s stockholders generally. The Banyan Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the Business Combination Agreement and in recommending that the Business Combination Agreement and the transactions contemplated thereby be adopted and approved by the stockholders of Banyan. The Banyan Board concluded, after taking into account the differing interests described below, that on balance, the factors set forth above supported a favorable determination that the Business Combination Agreement and the Business Combination are advisable and in the best interests of Banyan and its stockholders.

These interests include, among other things:

•

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if Banyan liquidates without completing a business combination before December 24, 2023, the Sponsor Holders will lose their entire investment in Banyan;

•

the fact that the Sponsor and Banyan’s officers and directors will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to stockholders rather than liquidate, in which case, such holders would lose their entire investment. As a result, the Sponsor as well as Banyan’s officers and directors may have a conflict of interest in determining whether Pinstripes is an appropriate business with which to effectuate a business combination and/or in evaluating the terms of the Business Combination, particularly given the upcoming termination date in Banyan’s existing governing documents as described further below;

•

the fact that, at the option of the lender (subject to Pinstripes’ consent rights in the Business Combination Agreement), any amounts outstanding under any loan made by the Sponsor, Banyan’s officers and directors or any of their affiliates to Banyan in an aggregate amount of up to $1,500,000 may be converted into Banyan Private Placement Warrants in connection with the consummation of the Business Combination, but any such loan would not be expected to be repaid if the Business Combination is not consummated;

•

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directors’ and officers’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to Banyan’s affairs and may influence their decision to proceed with the Business Combination;

•

the fact that Banyan may be entitled to distribute or pay over funds held by Banyan outside the Trust Account to the Sponsor or any of its affiliates prior to the Closing;

•

the fact that Keith Jaffee, the chief executive officer of Banyan, Jerry Hyman, the chairman of Banyan, and Otis Carter, a director of Banyan, hold (individually or through one or more investment vehicles) an aggregate of 84,000 shares of Pinstripes’ Series I Convertible Preferred Stock. Such stock will automatically convert upon Closing into New Pinstripes Class A Common Stock at a conversion rate of 2.5 shares of New Pinstripes Class A Common Stock for each share of Series I Convertible Preferred Stock of Pinstripes;

•

Sponsor Group Beneficial Ownership of Banyan Prior to Closing

	Securities held by Sponsor Group		Sponsor Group Cost at the IPO
Public Shares		—		$	—
Founder Shares		7,245,000			25,000
Banyan Private Placement Warrants		10,860,000			10,860,000
Total				$	10,885,000

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Sponsor Group Beneficial Ownership of New Pinstripes Following the Closing

	Securities held by Sponsor Group at Closing		Value per Security as of November 29, 2023			Sponsor Group Cost between the IPO and Closing			Total Value
New Pinstripes Class A Common Stock issued upon conversion of Series I Convertible Preferred Stock of Pinstripes		210,000		$	10.61(1)		$	2,100,000			2,228,100
New Pinstripes Class A Common Stock Issued to Holders of Founder Shares(3)		2,396,250		$	10.61(1)			—			25,424,213
New Pinstripes Private Placement Warrants		10,860,000		$	0.22(2)			—			2,389,200
Total							$	2,100,000		$	30,041,513

(1)

Based on the closing price of the Banyan Public Shares on November 29, 2023, which was $10.61 per share.

(2)

Based on the closing price of the Banyan Public Warrants on November 29, 2023, which was $0.22 per warrant.

(3)

Excludes 3,324,056 Vesting Shares.

In addition to the interests of the Sponsor Holders and the Insiders in the Business Combination, stockholders should be aware that the IPO Underwriters have financial interests that are different from, or in addition to, the interests of Banyan’s stockholders.

The Banyan Board concluded that the potentially disparate interests would be mitigated because (i) certain of these interests were disclosed in the prospectus for the IPO and these interests are disclosed in this joint proxy statement/consent solicitation statement/prospectus, (ii) most of these disparate interests would exist with respect to a business combination by Banyan with any other target business or businesses, and (iii) the Sponsor Holders will hold equity interests in New Pinstripes with value that, after the Closing, will be based on the future performance of Pinstripes, which may be affected by various other factors other than these interests. In addition, Banyan’s independent directors reviewed and considered these interests during their evaluation of the Business Combination and in approving, as members of the Banyan Board, the Business Combination Agreement and the related agreements and the transactions contemplated thereby, including the Business Combination.

For more information about the factors the Banyan Board considered in evaluating and recommending the Business Combination to the Banyan stockholders, see the sections of this joint proxy statement/consent solicitation statement/prospectus entitled “Proposal No. 1 — The Business Combination Proposal — The Banyan Board’s Reasons for the Approval of the Business Combination” and “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for additional information.

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Do I have redemption rights?

If you are a holder of Public Shares, you may redeem your Public Shares for cash equal to a pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination (including interest earned on the funds held in the Trust Account, net of taxes payable), upon the consummation of the Business Combination.

Notwithstanding the foregoing, a Public Stockholder, together with any of his, her or its affiliates or any other person or entity with whom such holder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, with respect to an aggregate of 15% or more of the Public Shares issued in the IPO. Our Sponsor Holders have waived their respective redemption rights with respect to their respective Converted Banyan Class A Common Stock and Banyan Class B Common Stock in connection with the stockholder vote to approve the Business Combination, and our Sponsor and Insiders have also waived their respective redemption rights with respect to any Public Shares they hold in connection with the stockholder approval of the Business Combination. All Converted Banyan Class A Common Stock and Banyan Class B Common Stock held by the Sponsor Holder will be excluded from the pro rata calculation used to determine the per share redemption price. For illustrative purposes, based on funds in our Trust Account of approximately $42,782,827 as of November 29, 2023, the most recent practicable date prior to this joint proxy statement/consent solicitation statement/prospectus, stockholders would have received a redemption price of approximately $10.70 per Public Share. Additionally, shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise, holders of such shares will only be entitled to a pro rata portion of the Trust Account (including any portion of the interest earned thereon less taxes payable and up to $100,000 of such interest to pay dissolution expenses) upon our liquidation.

Our Public Stockholders will retain their respective Banyan Public Warrants even if they redeem their respective shares.

Do the Sponsor Holders or the Insiders have redemption rights in connection with the Business Combination?

No. The Sponsor Holders and the Insiders have waived their respective redemption rights with respect to their respective shares of Banyan Common Stock in connection with the stockholder vote to approve the Business Combination.

Will how I vote affect my ability to exercise redemption rights?

No. You may exercise your redemption rights regardless of whether, or how, you vote your shares of our common stock on the Business Combination Proposal or any other proposal described in this joint proxy statement/consent solicitation statement/prospectus. As a result, the Business Combination Agreement can be approved by stockholders who will redeem their respective shares and no longer remain stockholders, leaving stockholders who choose not to redeem their respective shares holding shares in a company with a potentially less-liquid trading market, fewer stockholders and potentially less cash.

How do I exercise my redemption rights?

In order to exercise your redemption rights you must, prior to 5:00 pm, Eastern Time, on December 18, 2023 (two business days before the initially scheduled date of the Special Meeting), (i) submit a written request, which includes the name of the beneficial owner of the shares to be redeemed, to our Transfer Agent that we redeem your Public Shares for cash, and (ii) deliver your stock to our Transfer Agent physically or electronically through The Depository Trust Company. The address of Continental Stock Transfer & Trust Company, our Transfer Agent, is listed under the question “Who can help answer my questions?” below.

Any demand for redemption, once made, may be withdrawn at any time until the Redemption Deadline. If you deliver your shares for redemption to our Transfer Agent and decide within the required time frame not to exercise your redemption rights, you may request that our Transfer Agent return the shares

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to you (physically or electronically). You may make such request by contacting our Transfer Agent at the address listed under the question “Who can help answer my questions?” below.

What are the U.S. federal income tax consequences of exercising my redemption rights?

Whether the redemption is subject to United States federal income tax depends on the particular facts and circumstances. Please see the section entitled “Certain Material United States Federal Income Tax Considerations.” We urge you to consult your tax advisors regarding the tax consequences of exercising your redemption rights.

What are the U.S. federal income tax consequences to me as a result of the Business Combination?

If you do not elect to have your Banyan Class A Common Stock redeemed for cash, then you will not have a sale, taxable exchange or taxable redemption of such Banyan Class A Common Stock, and you will recognize no taxable gain or loss as a result of the consummation of the Business Combination. Please see the section entitled “Certain Material United States Federal Income Tax Considerations.”

If I am a Banyan Warrant holder, can I exercise redemption rights with respect to my Banyan Public Warrants?

No. The holders of Banyan Public Warrants have no redemption rights with respect to Banyan Public Warrants or any shares of our common stock underlying Banyan Public Warrants. Upon consummation of the Business Combination, Banyan Public Warrants shall, by their terms, entitle the holders thereof to purchase shares of New Pinstripes Class A Common Stock in lieu of shares of Banyan Class A Common Stock at an exercise price of $11.50 per share (subject to adjustment).

How will the New Pinstripes Public Warrants differ from the New Pinstripes Private Placement Warrants and what are the related risks for any New Pinstripes Public Warrant holder following the Business Combination?

The New Pinstripes Public Warrants will be identical to the New Pinstripes Private Placement Warrants in material terms and provisions, except that the Sponsor and the IPO Underwriters have agreed not to transfer, assign or sell any of the New Pinstripes Private Placement Warrants (except to certain permitted transferees) until 30 days after the Closing. The New Pinstripes Private Placement Warrants are also not redeemable by New Pinstripes and are exercisable on a cashless basis so long as they are held by the Sponsor and the IPO Underwriters or their respective permitted transferees. If the New Pinstripes Private Placement Warrants are held by holders other than the Sponsor and the IPO Underwriters or their respective permitted transferees, they will be redeemable by New Pinstripes and exercisable by the holders on the same basis as the New Pinstripes Public Warrants.

Following the Closing, New Pinstripes may redeem your New Pinstripes Public Warrants at a time that is disadvantageous to you, thereby significantly impairing the value of such warrants. New Pinstripes will have the ability to redeem outstanding New Pinstripes Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of the New Pinstripes Class A Common Stock equals or exceeds $18 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending on the third trading day prior to the date on which New Pinstripes gives proper notice of such redemption and provided certain other conditions are met. Redemption of the outstanding New Pinstripes Public Warrants could force you (a) to exercise your New Pinstripes Public Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (b) to sell your New Pinstripes Public Warrants at the then-current market price when you might otherwise wish to hold your New Pinstripes Public Warrants or (c) to accept the nominal redemption price which, at the time the outstanding New Pinstripes Public Warrants are called for redemption, which is likely to be substantially less than the market value of your New Pinstripes Public Warrants. None of the New Pinstripes Private Placement Warrants will be redeemable by New Pinstripes for cash in such scenario so long as they are held by the Sponsor and the IPO Underwriters or their permitted transferees.

In addition, New Pinstripes will have the ability to redeem the outstanding New Pinstripes Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per

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warrant, provided that the last reported sales price of the New Pinstripes Class A Common Stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending on the third trading day prior to the date on which New Pinstripes gives proper notice of such redemption and provided certain other conditions are met, including that the holders will be able to exercise their warrants on a “cashless basis” prior to redemption. Please see “Description of Securities — Warrants — Redemption of warrants when the price per share of New Pinstripes Class A Common Stock equals or exceeds $10.00.” The value received upon exercise of the New Pinstripes Public Warrants (1) may be less than the value the holders would have received if they had exercised their New Pinstripes Public Warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the New Pinstripes Public Warrants, including because the number of shares received on a cashless exercise basis is capped at 0.361 of a share of New Pinstripes Class A Common Stock per warrant (subject to adjustment) irrespective of the remaining life of the warrants. New Pinstripes may only redeem the warrants in accordance with this provision if it concurrently redeem the outstanding New Pinstripes Private Placement Warrants on the same terms.

The closing price of the Banyan Class A Common Stock for 20 trading days within a 30-trading-day period ending as of November 29, 2023, the most recent practicable date prior to the date of this joint proxy statement/consent solicitation statement/prospectus, would have exceeded the $10.00 closing price threshold but would have been lower than the $18.00 closing price threshold. It is not possible to predict what the trading price of the New Pinstripes Class A Common Stock will be after the Closing, and the trading price of the New Pinstripes securities may fluctuate following the consummation of the Business Combination and can vary due to general economic conditions and forecasts, our general business condition, the release of our financial reports and the risks and uncertainties set forth under “Risk Factors — Risks Related to the Ownership of Shares of the New Pinstripes Class A Common Stock — The market price of the New Pinstripes Class A Common Stock may be volatile or may decline regardless of our operating performance, and you may lose some or all of your investment.”

In the event New Pinstripes determines to redeem the warrants, holders of our redeemable warrants would be notified of such redemption as described in our warrant agreement. Specifically, in the event that New Pinstripes elects to redeem all of the redeemable warrants as described above, New Pinstripes will fix a date for the redemption (the “Redemption Date”). Notice of redemption will be mailed by first class mail, postage prepaid, by New Pinstripes not less than 30 days prior to the Redemption Date to the registered holders of the redeemable warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in the manner provided in the warrant agreement will be conclusively presumed to have been duly given whether or not the registered holder received such notice. Accordingly, if a holder fails to actually receive the notice of or otherwise fails to respond on a timely basis, it could lose the benefit of being a holder of a New Pinstripes Public Warrant. In addition, beneficial owners of the redeemable warrants will be notified of such redemption via New Pinstripes’ posting of the redemption notice to the Depository Trust Company (“DTC”).

Do I have appraisal rights if I object to the proposed Business Combination?

There are no appraisal rights available to holders of the Banyan Class A Common Stock in connection with the Business Combination. For additional information, see the section entitled “Appraisal Rights.”

What happens to the funds held in the Trust Account upon consummation of the Business Combination?

The net proceeds of the IPO, together with certain funds raised from the private sale of warrants simultaneously with the consummation of the IPO, were placed in the Trust Account immediately following the IPO. After consummation of the Business Combination, the funds in the Trust Account will be used to pay holders of the Public Shares who exercise redemption rights, to pay fees and expenses incurred in connection with the Business Combination and for working capital and general corporate purposes of New Pinstripes.

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What happens if a substantial number of the Public Stockholders vote in favor of the Business Combination Proposal and exercise their respective redemption rights?

Public Stockholders are not required to vote “AGAINST” the Business Combination in order to exercise their respective redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Stockholders are reduced as a result of redemptions by Public Stockholders.

Additionally, as a result of redemptions, the trading market for the Public Shares following the Business Combination may be less liquid than the market for the Public Shares was prior to consummation of the Business Combination and we may not be able to meet the listing standards for NYSE (or Nasdaq) on which our securities are proposed to be listed. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into New Pinstripes’ business will be reduced.

What happens if the Business Combination is not consummated?

If Banyan does not complete the Business Combination with Pinstripes for any reason, Banyan may search for another target business with which to complete a business combination. If Banyan does not complete the Business Combination with Pinstripes or another target business by December 24, 2023 (as such date may be extended by approval of the Banyan Stockholders), Banyan must redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the amount then held in the Trust Account (including interest earned on the funds held in the Trust Account less taxes payable and up to $100,000 of such interest to pay dissolution expenses) divided by the number of outstanding Public Shares. The Sponsor Holders and the Insiders have redemption and liquidation rights with respect to any Banyan Public Shares it or they hold if Banyan fails to consummate a Business Combination within the time set forth in the Existing Charter (as such date may be extended by approval of the Banyan Stockholders). However, the Sponsor and the Insiders have no redemption rights with respect to the Converted Banyan Class A Common Stock, the Banyan Class B Common Stock and the Banyan Private Placement Warrants. Thus, in the event a business combination is not completed by Banyan by December 24, 2023 (as such date may be extended by approval of the Banyan Stockholders), the Banyan Class B Common Stock and Banyan Private Placement Warrants will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to Banyan’s outstanding warrants. Accordingly, such warrants will expire worthless.

What do I need to do now?

Whether or not you plan to attend the Special Meeting, we urge you to read this joint proxy statement/consent solicitation statement/prospectus (including the annexes) carefully, including the section entitled “Risk Factors” beginning on page 63, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this joint proxy statement/consent solicitation statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

How do I attend a virtual meeting?

If you hold your stock through a bank or broker, you will need to contact the Transfer Agent to receive a control number. If you plan to vote at the Special Meeting, you will need to have a legal proxy from your bank or broker, or if you would like to join and not vote, the Transfer Agent can issue you a guest control number with proof of ownership. Either way, you must contact the Transfer Agent for specific instructions on how to receive the control number. The Transfer Agent can be contacted at the

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phone number or email address above. Please allow up to 72 hours prior to the Special Meeting for processing your control number.

How do I vote?

If you are a stockholder of record of Banyan as of November 20, 2023, the Record Date set by the Banyan Board for the Special Meeting, you may vote with respect to the proposals in person or virtually at the Special Meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

There are three ways to vote your Banyan Common Stock at the Special Meeting:

Voting by Mail. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Special Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Special Meeting so that your shares will be voted if you are unable to attend the Special Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 5:00 p.m., Eastern Time, on December 19, 2023.

Voting at the Meeting Virtually. If you attend the Special Meeting, you may vote virtually. If your shares are registered directly in your name, you are considered the stockholder of record and you have the right to vote at the Special Meeting. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote virtually, you will need to have a legal proxy from your bank or broker and contact the Transfer Agent for specific instructions on how to receive the control number.

Voting Electronically. You may attend, vote and examine the list of stockholders entitled to vote at the Special Meeting by visiting the website listed on your proxy card or voting instruction form and entering the control number found on your proxy card, voting instruction form or notice included in the proxy materials.

If your shares are held in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will send you separate instructions describing the procedure for voting your shares.

What will happen if I attend the Special Meeting and abstain or do not vote?

For purposes of the Special Meeting, an abstention occurs when a stockholder attends the meeting online and does not vote or returns a proxy with an “abstain” vote.

If you are a Banyan stockholder that attends the Special Meeting virtually and fails to vote on the Business Combination Proposal, the Charter Amendment Proposal, the Governance Proposals, the Listing Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal or the Adjournment Proposal, your failure to vote will have the same effect as a vote “AGAINST” the Charter Amendment Proposal,

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but will have no effect on the vote count for such other proposals. If you are a Banyan stockholder that attends the Special Meeting virtually and you respond to such proposals with an “abstain” vote, your “abstain” vote will have the same effect as a vote “AGAINST” the Charter Amendment Proposal but will have no effect on any of the other proposals.

What will happen if I sign and return my proxy card without indicating how I wish to vote?

Signed and dated proxies received by us without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders at the Special Meeting or any adjournment thereof.

If I am not going to attend the Special Meeting, should I return my proxy card instead?

Yes. Whether you plan to attend the Special Meeting or not, please read this joint proxy statement/consent solicitation statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent.

As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” Broker non-votes will not be counted for the purposes of determining the existence of a quorum. Moreover, broker non-votes will have no effect on any of the proposals in this proxy statement, except that broker non-votes will have the same effect as a vote “AGAINST” the Charter Amendment Proposal.

For the proposals in this joint proxy statement/consent solicitation statement/prospectus, your broker will not have the discretionary authority to vote your shares. Accordingly, your bank, broker or other nominee can vote your shares at the Special Meeting only if you provide instructions on how to vote. You should instruct your broker to vote your shares as soon as possible in accordance with directions you provide.

May I change my vote after I have mailed my signed proxy card?

Yes. You may change your vote by sending a later-dated, signed proxy card to our Transfer Agent at the address listed under the question “Who can help answer my questions?” below so that it is received by the Transfer Agent prior to the Special Meeting, or attend the Special Meeting online and vote. You also may revoke your proxy by sending a notice of revocation to our chief executive officer, which must be received by our chief executive officer prior to the Special Meeting. If your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this joint proxy statement/consent solicitation statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

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QUESTIONS AND ANSWERS ABOUT PINSTRIPES’ CONSENT SOLICITATION

Who is entitled to give a written consent for Pinstripes?

Holders of outstanding shares of Pinstripes Common Stock and Pinstripes Preferred Stock will be entitled to give a consent using the form of written consent to be furnished to them.

What approval is required by Pinstripes stockholders to adopt and approve the Business Combination Agreement and approve the Business Combination?

The Business Combination cannot be completed unless Pinstripes stockholders adopt and approve the Business Combination Agreement and thereby approve the Business Combination and the other transactions contemplated by the Business Combination Agreement. Pursuant to the DGCL and Pinstripes’ Third Amended and Restated Certificate of Incorporation, the adoption and approval of the Business Combination Agreement and the approval of the Business Combination require the affirmative vote or consent of the holders of a majority of the issued and outstanding shares of Pinstripes Common Stock and Pinstripes Preferred Stock (on an as-converted-to-Pinstripes-common stock basis), voting together as a single class (the “Required Pinstripes Merger Approval”).

Your delivery of the written consent is important. The Business Combination cannot be completed unless the Business Combination Agreement is adopted and approved and the Business Combination is approved by the Required Pinstripes Merger Approval. If you fail to deliver the written consent with respect to the adoption and approval of the Business Combination Agreement and approval of the Business Combination, the effect will be the same as a vote “AGAINST” the adoption and approval of the Business Combination Agreement and approval of the Business Combination.

Do any of Pinstripes’ directors or officers have interests in the Business Combination that may differ from or be in addition to the interests of Pinstripes stockholders?

Pinstripes’ executive officers and certain non-employee directors may have interests in the Business Combination that may be different from, or in addition to, the interests of Pinstripes stockholders, generally. These interests may cause the directors and executive officers of Pinstripes to view the Business Combination differently than Pinstripes stockholders may generally view it. The Pinstripes Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the Business Combination Agreement, the Business Combination and the other transactions contemplated by the Business Combination Agreement, and in recommending that the Business Combination Agreement, the Business Combination and the other transactions contemplated by the Business Combination Agreement be approved by Pinstripes stockholders. For more information on the interests of Pinstripes’ directors and executive officers in the Business Combination, see the section titled “Proposal No. 1 — The Business Combination Proposal — Interests of Pinstripes’ Directors and Executive Officers in the Business Combination.”

How can a Pinstripes stockholder return its written consent?

If you hold shares of Pinstripes Common Stock or Pinstripes Preferred Stock and you wish to submit your consent, you must fill out the enclosed written consent, date and sign it and promptly return it to Pinstripes. Once you have completed, dated and signed your written consent, deliver it to investors@pinstripes.com by December 19, 2023.

Pinstripes does not intend to hold a stockholders’ meeting to consider the adoption and approval of the Business Combination Agreement and the approval of the Business Combination, and, unless Pinstripes decides to hold a stockholders’ meeting for such purposes, you will be unable to vote in person by attending a stockholders’ meeting.

What is the deadline for a Pinstripes Stockholder to return its written consent?

The Pinstripes Board has set 11:59 pm CST on December 19, 2023 as the targeted final date and time for the receipt of written consents. Pinstripes reserves the right to extend the final date for the receipt of written consents beyond December 19, 2023 in the event that consents approving the Business Combination and adopting and approving the Business Combination Agreement have not been

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obtained by that date from holders of a sufficient number of shares of Pinstripes Common Stock and Pinstripes Preferred Stock to satisfy the conditions to the Business Combination. Any such extension may be made without notice to Pinstripes stockholders. Once all conditions to the Business Combination have been satisfied or waived, the consent solicitation will conclude.

Your consent to the Pinstripes Business Combination Proposal may be changed or revoked at any time before the consent deadline. If you wish to change or revoke your consent before the consent deadline, you may do so by delivering a notice of revocation such that it is received before the consent deadline by emailing a .pdf copy of such notice to investors@pinstripes.com or by mailing a copy of such notice to Pinstripes, Inc., 1150 Willow Road, Northbrook, IL 60062, Attention: Chief Executive Officer. After the consent deadline, consents become irrevocable.

The Business Combination will not be approved and the Business Combination Agreement will not be adopted and approved unless the Required Pinstripes Merger Approval is obtained.

Under the Business Combination Agreement, Pinstripes has agreed to obtain the Required Pinstripes Merger Approval within three (3) business days after the registration statement containing this joint proxy statement/consent solicitation statement/prospectus is approved by the SEC and declared effective. Your prompt return of the written consent is important.

What options do Pinstripes stockholders have with respect to the adoption and approval of the Business Combination Agreement and the Approval of the Business Combination?

With respect to the outstanding shares of Pinstripes Common Stock or Pinstripes Preferred Stock that you hold, you may execute a written consent to adopt and approve the Business Combination Agreement and thereby approve the Business Combination. If you fail to execute and return your written consent or otherwise withhold your written consent for the adoption and approval of the Business Combination Agreement and approval of the Business Combination, such actions have the same effect as voting against the adoption and approval of the Business Combination Agreement and the approval of the Business Combination. Please note that the Business Combination cannot be completed unless the Required Pinstripes Merger Approval is obtained.

What is the Security Holder Support Agreement and how does it affect the approval of the Business Combination?

In connection with the execution of the Business Combination Agreement, the security holders party to the Security Holder Support Agreement delivered to Pinstripes and Banyan a Security Holder Support Agreement. Under the Security Holder Support Agreement, such security holder agreed to, among other things, (i) vote at any meeting of the stockholders of Pinstripes or by written consent all of its Pinstripes Common Stock and/or Pinstripes Preferred Stock, as applicable, held of record or thereafter acquired in favor of the Business Combination and the adoption of the Business Combination Agreement; (ii) waive their appraisal rights with respect to such matters; and (iii) be bound by certain transfer restrictions with respect to Pinstripes securities, in each case, on the terms and subject to the conditions set forth in the Security Holder Support Agreement. As of December 4, 2023, the Security Holders’ ownership interests collectively represent over 50% of the outstanding shares of Pinstripes Common Stock and Pinstripes Preferred Stock, and as such are sufficient to approve the Business Combination on behalf of Pinstripes.

Should Pinstripes stockholders send in their stock certificates now?

No. Pinstripes stockholders SHOULD NOT send in any stock certificates now. If the Business Combination Agreement is adopted and approved and the Business Combination is consummated, transmittal materials, with instructions for their completion, will be provided under separate cover to Pinstripes stockholders who hold physical stock certificates, and the stock certificates should be sent at that time in accordance with such instructions.

Whom should Pinstripes stockholders contact if they have any questions about the Consent Solicitation?

If you have any questions about the Business Combination or how to return your written consent or letter of transmittal, or if you need additional copies of this joint proxy statement/consent solicitation

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SELECTED HISTORICAL FINANCIAL INFORMATION OF BANYAN

The following tables contain selected historical financial data for Banyan. Such data as of December 31, 2022, and for the year ended December 31, 2022 has been derived from the audited financial statements of Banyan included elsewhere in this joint proxy statement/consent solicitation statement/prospectus. The selected historical interim financial data of Banyan as of September 30, 2023 and for the nine months ended September 30, 2023 are derived from Banyan’s unaudited interim condensed consolidated financial statements included elsewhere in this joint proxy statement/consent solicitation statement/prospectus.

The information below is only a summary and should be read in conjunction with Banyan’s audited financial statements and unaudited condensed consolidated financial statements, and the notes and schedules related thereto, which are included elsewhere in this joint proxy statement/consent solicitation statement/prospectus and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Banyan.” Banyan’s historical results are not necessarily indicative of future results, and the results for any interim period are not necessarily indicative of the results that may be expected for a full fiscal year.

Statement of Operations Data (in thousands, except share and per share data)	Nine Months Ended September 30, 2023			Year Ended December 31, 2022
Exchange Listing Fees		$	64		$	161
Legal Fees		$	3,517		$	215
General, administrative, and other expenses		$	1,502		$	878
Loss from operations			(5,082)			(1,754)
Other income (expense)
Change in fair value of warrant liability			(3,754)			14,304
Interest income on cash held in bank account			19			—
Interest income on treasury securities held in Trust Account			4,406			3,939
Unrealized (loss) gain on treasury securities held in Trust Account			(62)			57
Net (loss) income		$	(5,372)		$	15,764
Basic and diluted weighted average shares outstanding, Class A common stock			12,192,078			22,604,795
Basic and diluted net (loss) income per share, Class A common stock		$	(0.28)		$	0.53
Basic and diluted weighted average shares outstanding, Class B common stock			7,245,000			7,245,000
Basic and diluted net (loss) income per share, Class B common stock		$	(0.28)		$	0.53

Balance Sheet Data (At Period End) (in thousands, except share data)	September 30, 2023			December 31, 2022
Total assets		$	42,833		$	251,107
Total liabilities		$	14,675		$	11,482
Class A common stock, $0.0001 par value; 240,000,000 shares authorized; 3,998,687 and 24,150,000 shares issued and outstanding subject to possible redemption as of September 30, 2023 and December 31, 2022, respectively		$	42,424		$	250,327
Class A common stock, $0.0001 par value; 240,000,000 shares authorized; 2,000,000 and none issued and outstanding, excluding 3,998,687 and 24,150,000 shares subject to possible redemption as of September 30, 2023 and December 31, 2022, respectively			—			—
Class B common stock, $0.0001 par value; 60,000,000 shares authorized; 5,245,000 and 7,245,000 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively			1			1
Total Stockholders’ deficit		$	(14,266)		$	(10,702)

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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following summary unaudited pro forma condensed combined financial information is prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786, “Amendments to Financial Disclosures about Acquired and Disposed Businesses,” to give effect to the Second A&R Business Combination Agreement, the Series I Financing, additional financing commitments from third party PIPE Investors by entering into subscription agreements, and the reverse recapitalization. For purposes of these summary unaudited pro forma condensed combined financial statements, the entity surviving the Business Combination is referred to as “New Pinstripes.”

Notwithstanding the legal form of the Business Combination pursuant to the Second A&R Business Combination Agreement, the Business Combination will be accounted for as a reverse recapitalization of Pinstripes in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Under this method of accounting, Banyan, who is the legal acquirer, is treated as the “acquired” company for the summary unaudited pro forma condensed combined financial statement purposes. The net assets of Banyan will be stated at fair value, which is expected to approximate historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of Pinstripes.

The following summary unaudited pro forma condensed combined financial information is based on the unaudited historical condensed consolidated financial statements of Banyan as of and for the three months ended September 30, 2023, the unaudited historical consolidated financial statements of Pinstripes as of and for the twelve weeks ended July 23, 2023, the unaudited historical condensed consolidated financial statements of Banyan for the six months ended June 30, 2023, the audited historical consolidated financial statements of Pinstripes as of and for the fiscal year ended April 30, 2023, the audited historical financial statements of Banyan for the calendar year ended December 31, 2022, and the unaudited historical condensed statement of operations of Banyan for the six months ended June 30, 2022.

The fiscal year end of Pinstripes is the 52/53-week period ending on the last Sunday in April, which is April 30, 2023 for fiscal year 2023, while Banyan had a December 31, 2022 calendar year end. The calendar year end of Banyan has been adjusted to conform to the fiscal year end of Pinstripes for the purpose of presenting the summary unaudited pro forma condensed combined financial information, pursuant to Rule 11-02(c)(3) of Regulation S-X, given the most recent fiscal year ends differed by more than one fiscal quarter. Following the consummation of the Business Combination, New Pinstripes will have an April 28, 2024 fiscal year end. Refer to accompanying Note 1, Basis of Presentation, to the unaudited pro forma condensed combined financial information for further discussion.

The summary unaudited pro forma condensed combined balance sheet as of July 23, 2023 is derived from the unaudited historical condensed consolidated balance sheet of Banyan as of September 30, 2023 and the unaudited historical consolidated balance sheet of Pinstripes as of July 23, 2023 on a pro forma basis as if the Business Combination, as if the Business Combination had occurred on July 23, 2023. The summary unaudited pro forma condensed combined statement of operations for the fiscal year end April 30, 2023 was derived by adding the results of the unaudited historical condensed consolidated statements of operations of Banyan for the six months ended June 30, 2023 to the results of the audited historical statement of operations of Banyan for the calendar year ended December 31, 2022, removing the results of the unaudited historical condensed statement of operations of Banyan for the six months ended June 30, 2022, and combining the results of the audited historical consolidated statement of operations of Pinstripes for the fiscal year ended April 30, 2023 after giving effect to the Business Combination, as if the Business Combination had occurred on April 25, 2022. The summary unaudited pro forma condensed combined statement of operations for the twelve weeks ended July 23, 2023 combines the unaudited historical results of Banyan for the three months ended September 30, 2023 with the unaudited historical results of Pinstripes for the twelve weeks ended July 23, 2023, after giving effect to the Business Combination, as if the Business Combination had occurred on April 25, 2022.

The summary unaudited pro forma condensed combined financial information has been prepared assuming three redemption scenarios, after giving effect to the Business Combination, as follows:

•

Assuming No Redemptions: This presentation assumes that no Banyan Public Stockholders exercise redemption rights with respect to shares of Banyan’s Redeemable Class A Common Stock for a

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pro rata share of the funds held in the Trust Account. The Second A&R Business Combination Agreement includes, as a condition to Closing, that immediately prior to the Closing of the Business Combination, the sum of (i) the funds held in the Trust Account after giving effect to the Banyan Public Stockholders’ redemptions, plus (ii) amounts received from the Series I Financing, plus (iii) the proceeds from PIPE Financing, plus (iv) fifty percent (50.0%) of the total amount received in respect of the Permitted Equity Financing, if any, shall be equal to or greater than the Minimum Cash Amount. For purposes of the summary unaudited pro forma condensed combined financial statements, this scenario assumes aggregate proceeds of $11.3 million (based on the aggregate proceeds received for the issuance of 1,131,019 shares of New Pinstripes Class A Common Stock at a $10.00 per share purchase price) from the PIPE Financing to satisfy the Minimum Cash Amount requirement.

•

Assuming 50% Redemptions: This presentation assumes 1,999,344 shares of Banyan’s Redeemable Class A Common Stock are redeemed for their pro rata share of the funds held in the Trust Account, resulting in an aggregate cash payment of approximately $21.2 million based on an assumed redemption price of approximately $10.61 per share (based on the aggregate amount of the funds held in the Trust Account of approximately $42.4 million as of September 30, 2023). The Second A&R Business Combination Agreement includes, as a condition to Closing, that immediately prior to the Closing of the Business Combination, the Minimum Cash Amount requirement is met. For purposes of the summary unaudited pro forma condensed combined financial statements, this scenario assumes aggregate proceeds of $32.5 million (based on the aggregate proceeds received for the issuance of 3,252,200 shares of New Pinstripes Class A Common Stock at a $10.00 per share purchase price) from the PIPE Financing to satisfy the Minimum Cash Amount requirement.

•

Assuming Maximum Redemptions: This presentation assumes 3,998,687 shares of Banyan’s Redeemable Class A Common Stock are redeemed for their pro rata share of the funds held in the Trust Account, resulting in an aggregate cash payment of approximately $42.4 million based on an assumed redemption price of approximately $10.61 per share (based on the aggregate amount of the funds held in the Trust Account of approximately $42.4 million as of September 30, 2023). The Second A&R Business Combination Agreement includes, as a condition to Closing, that immediately prior to the Closing of the Business Combination, the Minimum Cash Amount requirement is met. For purposes of the summary unaudited pro forma condensed combined financial statements, this scenario assumes aggregate proceeds of $53.7 million (based on the aggregate proceeds received for the issuance of 5,373,380 shares of New Pinstripes Class A Common Stock at a $10.00 per share purchase price) from the PIPE Financing to satisfy the Minimum Cash Amount requirement.

The terms and conditions of the PIPE Financing may differ when the PIPE Financing agreements are finalized and there is no guarantee that such PIPE Financing will be executed. If proceeds from PIPE Investors are not obtained from the PIPE Financing, other financing may be necessary to meet the Minimum Cash Amount and could materially impact the summary unaudited pro forma condensed combined financial information.

The following table summarizes the summary unaudited pro forma combined share ownership in New Pinstripes Class A Common Stock outstanding immediately after the Closing of the Business Combination, excluding the potential dilutive effect of outstanding vested and unvested New Pinstripes options:

	Unaudited Pro Forma Combined Share Ownership in New Pinstripes(1)
	Assuming No Redemptions(2)				Assuming 50% Redemptions(2)				Assuming Maximum Redemptions(2)
	Number of Shares		Percentage Ownership		Number of Shares		Number of Shares		Number of Shares		Percentage Ownership
Pinstripes Stockholders(3)		32,141,270		74.0%		32,141,270		73.8%		32,141,270		73.6%
Banyan Public Stockholders(4)		5,017,437		11.5%		3,018,093		6.9%		1,018,750		2.3%
Series I Investors(5)		2,715,150		6.3%		2,715,150		6.2%		2,715,150		6.2%
Sponsor Holders(6)		2,396,250		5.5%		2,396,250		5.5%		2,396,250		5.5%
PIPE Investors(7)		1,131,019		2.6%		3,252,200		7.5%		5,373,380		12.3%
Other(8)		50,000		0.1%		50,000		0.1%		50,000		0.1%
Total shares at Closing		43,451,126		100.0%		43,572,963		100.0%		43,694,800		100.0%

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(1)

The pro forma combined share ownership in New Pinstripes Class A Common Stock outstanding immediately after the Closing of the Business Combination, will change if actual facts differ from the assumptions set forth above and depending on whether any Permitted Equity Financing is consummated.

(2)

Assumes that the Banyan Public Stockholders holding the outstanding shares of Banyan’s Redeemable Class A Common Stock will not exercise their redemption rights with respect to the outstanding 3,998,687 shares of Banyan’s Redeemable Class A Common Stock under the assumed no redemptions scenario, assumes that the Banyan Public Stockholders will exercise their redemption rights to redeem 1,999,344 shares with respect to the outstanding 3,998,687 shares of Banyan’s Redeemable Class A Common Stock under the assumed 50% redemptions scenario for an aggregate payment of $21.2 million, and assumes that the Banyan Public Stockholders will exercise their redemption rights to redeem all of the outstanding 3,998,687 shares of Banyan’s Redeemable Class A Common Stock under the assumed maximum redemptions scenario for an aggregate payment of $42.4 million, respectively, calculated using an assumed redemption price of approximately $10.61 per share (based on the aggregate amount of the funds held in the Trust Account of approximately $42.4 million as of September 30, 2023). In the event that the shares of Banyan Class A Common Stock redeemed in connection with the Business Combination vary from the aforementioned amounts, the ownership percentages set forth above will vary.

(3)

The number of shares held by the Pinstripes Stockholders is comprised of (i) the exchange of the 6,178,962 issued and outstanding Pinstripes Common Stock for 11,471,321 shares of New Pinstripes Class A Common Stock, (ii) the settlement of Pinstripes Convertible Notes in exchange for the issuance of 928,256 shares of New Pinstripes Class A Common Stock, (iii) the conversion of Pinstripes Warrants to 797,942 shares of New Pinstripes Class A Common Stock, and (iv) the conversion of Pinstripes’ Redeemable Convertible Preferred Stock (excluding Pinstripes’ Series I Redeemable Convertible Preferred Stock and the cumulative unpaid dividends accrued thereon) for 18,943,751 shares of New Pinstripes Class A Common Stock based on the Exchange Ratio of approximately 1.86 shares of New Pinstripes Class A Common Stock for each share of Pinstripes Common Stock or common stock equivalent upon the Closing of the Business Combination.

The number of shares held by the Pinstripes Stockholders does not include (i) the 5,000,000 shares of New Pinstripes Series B-1 Common Stock and New Pinstripes Series B-2 Common Stock held by the Pinstripes Stockholders subject to certain vesting conditions pursuant to the Second A&R Business Combination Agreement, (ii) the 4,000,000 shares of New Pinstripes Series B-3 Common Stock held by the Pinstripes Stockholders subject to certain vesting conditions pursuant to the Second A&R Business Combination Agreement or (iii) up to 1,244,056 shares of New Pinstripes Class A Common Stock that may be issued to Pinstripes Stockholders if such shares are not transferred by the Sponsor to investors in the Series I Financing and the PIPE Financing.

(4)

The number of shares held by the Banyan Public Stockholders gives effect to (i) the assumed no redemptions scenario that assumes no Banyan Public Stockholders exercise redemption rights with respect to the outstanding 3,998,687 shares of Banyan’s Redeemable Class A Common Stock, (ii) the assumed 50% redemptions scenario that assumed Banyan Public Stockholders exercise their redemption rights for 1,999,344 shares with respect to the outstanding 3,998,687 shares of Banyan’s Redeemable Class A Common Stock, (iii) the assumed maximum redemptions scenario that assumes Banyan Public Stockholders exercise their redemption rights for all of the outstanding 3,998,687 shares of Banyan’s Redeemable Class A Common Stock, and (iv) the transfer of 1,018,750 shares from the Sponsor Holders to Banyan Public Stockholders pursuant to certain non-redemption agreements entered into by the Sponsor Holders.

(5)

The number of shares held by the Series I Investors is comprised of (i) 2,216,620 shares issued for the conversion of Pinstripes’ Series I Redeemable Convertible Preferred Stock upon the Closing of the Business Combination, (ii) 82,586 shares issued for the settlement of the cumulative unpaid dividends payable on Pinstripes’ Series I Redeemable Convertible Preferred Stock, and (iii) 505,944 shares transferred from the Sponsor Holders to the Series I Investors.

(6)

The number of shares held by the Sponsor Holders is determined by (i) giving effect to the conversion of the 2,000,000 shares and 5,245,000 shares issued and outstanding Banyan Class A Common Stock

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and Banyan Class B Common Stock, respectively, held by the Sponsor Holders to 7,245,000 shares of New Pinstripes Common Stock upon the Closing of the Business Combination, (ii) reducing the number of New Pinstripes shares held to give effect to the transfer of 1,018,750 shares held by the Sponsor Holders to Banyan Public Stockholders, (iii) reducing the number of shares held by the Sponsor Holders for the transfer of 505,944 shares from the Sponsor Holders to the Series I Investors, and (iv) reducing the number of shares to give effect to the 3,324,056 shares held by the Sponsor Holders subject to certain vesting conditions pursuant to the Sponsor Letter Agreement. Such vesting shares include up to 1,494,056 shares that may be transferred by the Sponsor to investors in the Series I Financing or PIPE Financing, of which up to 1,244,056 shares will be forfeited and issued to the Pinstripes Stockholders if such shares are not transferred by the Sponsor to investors in the Series I Financing or PIPE Financing.

(7)

The number of shares held by the PIPE Investors assumes that the PIPE Financing raises proceeds in an amount sufficient to satisfy the Minimum Cash Amount requirement through the issuance of 1,131,019 shares of New Pinstripes Class A Common Stock under the assumed no redemptions scenario, 3,252,200 shares of New Pinstripes Class A Common Stock under the assumed 50% redemptions scenario, and 5,373,380 shares of New Pinstripes Class A Common Stock under the assumed maximum redemptions scenario, in exchange for aggregate proceeds of $11.3 million under the assumed no redemptions scenario, $32.5 million under the assumed 50% redemptions scenario, and $53.7 million under the assumed maximum redemptions scenarios (calculated based on an assumed $10.00 per share purchase price), respectively.

(8)

Reflects the 50,000 shares of New Pinstripes Class A Common Stock issued in settlement of $0.5 million of transaction costs incurred by Pinstripes in exchange for the payment of $0.5 million of Pinstripes’ transaction costs incurred for financial advisory, legal, and other professional services.

The summary unaudited pro forma condensed combined financial statements do not necessarily reflect what New Pinstripes’ financial condition or results of operations would have been as if the Business Combination had occurred on the dates indicated. They also may not be useful in predicting the future financial condition and results of operations of New Pinstripes. New Pinstripes’ actual financial condition and results of operations may differ significantly from the summary unaudited pro forma condensed combined amounts reflected herein due to a variety of factors. Banyan and Pinstripes have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The summary unaudited pro forma condensed combined financial information should be read in conjunction with the Banyan’s and Pinstripes’ unaudited and audited historical financial statements and related notes, the sections entitled “Proposal No. 1 — The Business Combination Proposal,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Banyan,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Pinstripes,” and other financial information included elsewhere in this joint proxy statement/consent solicitation statement/prospectus, including the Second A&R Business Combination Agreement.

	As of July 23, 2023
Summary Unaudited Pro Forma Condensed Combined Balance Sheet Data:	Assuming No Redemptions			Assuming 50% Redemptions			Assuming Maximum Redemptions
(Amounts in thousands)
Total assets		$	186,186		$	186,186		$	186,186
Total liabilities		$	197,341		$	197,341		$	197,341
Total stockholders’ deficit		$	(11,155)		$	(11,155)		$	(11,155)

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COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE FINANCIAL INFORMATION

The following table sets forth the historical per share information of Banyan and Pinstripes, on a standalone basis, and the unaudited pro forma condensed combined per share information after giving effect to the Second A&R Business Combination Agreement, the Series I Financing, additional financing commitments from third party PIPE Investors by entering into subscription agreements, and the reverse recapitalization, assuming no redemptions, assuming 50% redemptions, or assuming maximum redemptions. The unaudited pro forma condensed combined net loss per share information for the fiscal year ended April 30, 2023 and for the twelve weeks ended July 23, 2023 presented as if the Business Combination had occurred on April 25, 2022. The unaudited pro forma book value per share information is presented as if the Business Combination occurred on July 23, 2023. The information provided in the table below is unaudited.

The historical per share information of Banyan was derived by adding the results of the unaudited historical condensed consolidated statement of operations of Banyan for the six months ended June 30, 2023 with the results of the audited historical statement of operations of Banyan for the calendar year ended December 31, 2022, removing the results of the unaudited historical condensed statement of operations of Banyan for the six months ended June 30, 2022, and combining the results of the audited historical consolidated statement of operations of Pinstripes for the fiscal year ended April 30, 2023 and the unaudited pro forma condensed combined statement of operations for the twelve weeks ended July 23, 2023 combines the unaudited historical results of Banyan for the three months ended September 30, 2023 with the unaudited historical results of Pinstripes for the twelve weeks ended July 23, 2023. The historical per share information of Pinstripes was derived from the audited historical consolidated statement of operations of Pinstripes for the fiscal year ended April 30, 2023 and the unaudited historical consolidated statement of operations for the twelve weeks ended July 23, 2023. This information is only a summary and should be read in conjunction with Banyan’s and Pinstripes’ unaudited and audited historical financial statements and related notes, the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Banyan” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Pinstripes,” and other financial information included elsewhere in this joint proxy statement/consent solicitation statement/prospectus.

The unaudited pro forma condensed combined per share information of Banyan and Pinstripes is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this joint proxy statement/consent solicitation statement/prospectus and the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information,” and “Proposal No. 1 — The Business Combination Proposal.”

The unaudited pro forma condensed combined net loss per share information below does not purport to represent the net loss per share information which would have occurred had Banyan and Pinstripes been combined during the periods presented.

The following scenarios presented in the table below are for illustrative purposes only as the actual number of redemptions by Banyan Public Stockholders is unknowable prior to the Banyan Public Stockholders’ vote with respect to the Business Combination.

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RISK FACTORS

You should carefully consider the risks described below, together with all of the other information included in this joint proxy statement/consent solicitation statement/prospectus, before making an investment decision. Unless the context otherwise requires, any reference in the below subsection of this joint proxy statement/consent solicitation statement/prospectus to the “Company,” “we,” “us,” “our” and “Pinstripes” refers to Pinstripes, Inc. and its consolidated subsidiaries prior to the consummation of the Business Combination, which will be the business of New Pinstripes following the consummation of the Business Combination. The following risk factors apply to the business and operations of Pinstripes and will also apply to the business and operations of New Pinstripes following the completion of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability of Banyan and Pinstripes to complete or realize the anticipated benefits of the Business Combination, and may have an adverse effect on the business, cash flows, financial condition and results of operations of New Pinstripes. You should also carefully consider the following risk factors in addition to the other information included in this joint proxy statement/consent solicitation statement/prospectus, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements.” Banyan, Pinstripes or New Pinstripes may face additional risks and uncertainties that are not presently known to them, or that they currently deem immaterial, which may also impair their respective businesses or financial condition.

Risks Related to Our Business and Operations

Our market is highly competitive. We may not be able to compete favorably in the highly competitive out-of-home and home-based entertainment and dining markets, which could adversely affect our business, results of operations and financial condition.

The experiential dining and entertainment market in which we operate is highly competitive. A substantial number of national and regional chains and independently owned restaurants and entertainment providers compete with us for customers, locations and qualified management and other staff. We also compete for corporate events, social events and other engagements, such as weddings and birthday parties, at our locations. Competitors include (i) providers of out-of-home entertainment, including other dining and entertainment businesses; (ii) other localized attraction facilities, including movie theatres, sporting events, bowling alleys, pickleball courts and nightclubs; and (iii) other private events venues, such as hotels and banquet facilities. Many of the entities operating these businesses are larger and have significantly greater financial resources, a greater number of locations, have been in business longer, have greater name recognition and are better established in the markets where our locations are situated or are planned to be situated. As a result, they may be able to invest greater resources than we can in attracting customers and succeed in attracting customers who would otherwise come to our locations. We also face competition from local establishments that offer entertainment experiences similar to ours and restaurants that are highly competitive with respect to price, quality of service, location, ambience and type and quality of food. Any efforts we may undertake to expand our entertainment offerings in order to increase our competitiveness in the out-of-home entertainment market may not be successful. We also face competition from increasingly sophisticated home-based forms of entertainment, such as internet and video gaming, home movie delivery and home food delivery. Our failure to compete favorably in these competitive markets could adversely affect our business, results of operations and financial condition.

Our long-term growth is dependent on our ability to successfully identify and secure appropriate locations and timely develop and expand our operations in existing and new markets.

One of the key means of achieving our growth strategies will be through opening and operating new locations in the United States on a profitable basis for the foreseeable future. As of October 26, 2023, we had 14 existing operational locations, and we currently plan to open five new locations in the remainder of fiscal 2024. To accomplish these goals, we must identify appropriate markets where we can enter or expand, taking into account numerous factors such as the location of our current locations, demographics, traffic patterns and information gathered from our experience. We may not be able to open our planned new locations within budget or on a timely basis, if at all, given the uncertainty of these factors, which could adversely affect our business, financial condition and results of operations. Additionally, as we operate more locations, our rate of expansion relative to the size of our location base will eventually decline.

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The number and timing of new locations opened during any given period may be negatively impacted by a number of factors including, without limitation:

•

the identification and availability of attractive sites for new locations and the ability to negotiate suitable lease terms;

•

recruitment and training of qualified personnel in local markets;

•

our ability to obtain all required governmental permits, including zonal approvals, on a timely basis;

•

our ability to control construction and development costs of new locations;

•

competition in new markets, including competition for appropriate sites;

•

failure of the landlords and real estate developers to timely deliver real estate to us;

•

the proximity of potential sites to an existing locations, and the impact of cannibalization on future growth; and

•

the cost and availability of capital to fund construction costs and pre-opening expenses.

Further, we may not correctly analyze the suitability of a location or anticipate all of the challenges imposed by expanding our operations, and the lack of development and overall decrease in commercial real estate due to the current macroeconomic downturn may lead to increased costs for commercial real estate. In addition, as has happened when other experiential dining and entertainment concepts have tried to expand, we may find that our concept has limited appeal in new markets or we may experience a decline in the popularity of our concept in the markets in which we operate. If we don’t timely open new locations, including those under construction and scheduled to open by early 2024, or if we are unable to otherwise expand in existing markets or profitably penetrate new markets, our ability to meet our growth expectations or otherwise increase our revenues and profitability may be materially harmed or we may face losses.

We may encounter disruptions or delays in the construction of our facilities, which may impair our ability to grow.

We are subject to several risks in connection with the construction of our facilities, including the availability and performance of engineers and contractors, suppliers, and consultants, the availability of funding and the receipt of required governmental approvals, licenses and permits, which could be delayed. We have previously experienced delays related to the opening of certain of our existing locations and it is possible we may experience similar delays in the future. As of October 26, 2023, we have five locations under construction and planned for opening through fiscal 2024. Any delay in the performance of any one or more of the contractors, suppliers, consultants, or other persons on whom we are dependent in connection with our construction activities, a delay in or failure to receive the required governmental approvals, licenses and permits in a timely manner or on reasonable terms, or a delay in or failure in connection with the completion and successful operation of the operational elements in connection with construction could delay and negatively affect our ability to meet our growth expectations or otherwise increase our revenues and profitability. In addition, certain of our construction contracts and leases contain co-tenancy provisions that may limit our ability to open newly constructed locations if construction related to our co-tenants’ facilities has not finished. Our forecasts currently anticipate higher revenues in the first and second years of operations for certain of our locations under construction compared to our historical first and second year revenues following the openings of our existing locations, due to the forecasted foot traffic we expect to have at such locations and the anticipation that the new locations will allow us to operate outdoors all year around.

There can be no assurance that current or future construction plans implemented by us will be successfully completed on time, within budget and without design defect, that the necessary personnel and equipment will be available in a timely manner or on reasonable terms to complete construction projects successfully, that we will be able to obtain all necessary governmental approvals, licenses and permits, or that the completion of the construction, the start-up costs and the ongoing operating costs will not be significantly higher than anticipated by us. Any of the foregoing factors could adversely impact our operations and financial condition.

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Fixed rental payments account for a significant portion of our operating expenses, which increases our vulnerability to general adverse economic and industry conditions and could limit our operating and financial flexibility.

Payments under our operating leases account for a significant portion of our operating expenses. For example, total rental payments under operating leases were approximately $25.5 million, or 23% of our total revenues, in fiscal 2023 and were $6.3 million, or 25% of our total revenues, in the first quarter of fiscal 2024. In addition, as of July 23, 2023, we were a party to operating leases requiring future minimum lease payments of approximately $121.7 million in the aggregate through the next five years and approximately $132.0 million in the aggregate thereafter. We expect that we will lease any new locations we open under operating leases. Our substantial operating lease obligations could have significant negative consequences, including:

•

increasing our vulnerability to general adverse economic and industry conditions;

•

limiting our ability to obtain additional financing;

•

requiring a substantial portion of our available cash to be applied to pay our rental obligations, thus reducing cash available for other purposes;

•

limiting our flexibility in planning for or reacting to changes in our business or the industry in which we compete; and

•

placing us at a disadvantage with respect to our competitors.

We depend on cash flow from operations to pay our lease obligations and to fulfill our other cash needs. If our business does not generate sufficient cash flow from operating activities and sufficient funds are not otherwise available to us from borrowings under bank loans or from other sources, we may not be able to service our operating lease obligations, grow our business, respond to competitive challenges or fund our other liquidity and capital needs.

We may not be able to renew real property leases on favorable terms, or at all, and our landlords may not meet their financial obligations to us, either of which may require us to close a location or relocate and could adversely affect our business, results of operations and financial condition.

All locations operated by us as of October 26, 2023 are operated on leased property. The leases typically provide for a base rent plus costs associated with maintenance and taxes and, in some instances, provide for the respective landlord to receive a percentage of the gross receipts above a certain threshold earned at the location governed by such lease. In the event we decide not to renew a lease at a specific location, prior written notice to the landlord is required pursuant to the timeframes prescribed in our various leases. A decision not to renew a lease for a location could be based on a number of factors, including an assessment of the area in which the location is situated and the nature and quality of nearby tenants. In addition, macroeconomic conditions, among other factors, may cause our landlords to be unable to obtain financing or remain in good standing under their existing financing arrangements, resulting in failures to pay required tenant improvement allowances or satisfy other lease covenants to us. We may choose not to renew, or may not be able to renew, certain of such existing leases, including if the capital investment then required to maintain the location is not justified by the return on the required investment. If we are not able to renew the leases at rents that allow such locations to remain profitable as their terms expire, the number of such locations may decrease, resulting in lower revenue from operations, or we may relocate a location (with the precise destination of such new location potentially being subject to restrictive covenants or non-compete provisions contained in certain leases), which could subject us to construction and other costs and risks, including, without limitation, the accelerated repayment of the outstanding balances of any applicable promissory notes or landlord-provided allowances and/or loans. In either case, our business, results of operations and financial condition could be adversely affected.

Increased food commodity and energy costs could decrease our location-level operating profit margins or cause us to limit or otherwise modify our menu, which could adversely affect our business, results of operations and financial condition.

Our profitability depends in part on our ability to anticipate and react to changes in the price and availability of food commodities. Prices may be affected due to market changes, increased competition, the

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general risk of inflation, shortages or interruptions in supply due to weather, disease or other conditions beyond our control, or other reasons. For example, since 2020, food and other commodity prices have been increasing at a rate higher than that of the recent historical inflation rate. Among other factors, COVID-19 and Russia’s invasion of Ukraine have caused significant supply chain disruptions, which have resulted in changes in the price or availability of certain food products. Other events could increase commodity prices or cause shortages that could affect the cost and quality of the items we buy or require us to further raise prices or limit our menu options. Additionally, the commodity markets will likely continue to increase over time if global warming trends continue and may also become volatile due to climate change and climate conditions, all of which are beyond our control and, in many instances, are extreme and unpredictable (such as more frequent and/or severe fires and hurricanes). Increases in commodity costs, combined with other more general economic and demographic conditions, could impact our pricing and negatively affect our location sales and location-level operating profit margins. From time to time, competitive conditions could limit our menu pricing flexibility. In addition, macroeconomic conditions could make additional menu price increases imprudent. There can be no assurance that future cost increases can be offset by increased menu prices or that increased menu prices will be fully absorbed by our customers without any resulting change to their visit frequencies or purchasing patterns. In addition, there can be no assurance that we will generate same location sales growth in an amount sufficient to offset inflationary or other cost pressures.

Our profitability also is adversely affected by increases in the price of utilities, such as natural gas, electric, and water, whether as a result of inflation, shortages or interruptions in supply, or otherwise. Our ability to respond to increased costs by increasing prices or by implementing alternative processes or products will depend on our ability to anticipate and react to such increases and other more general economic and demographic conditions, as well as the responses of our competitors and customers. All of these changes may be difficult to predict, and many of these risks beyond our control. Any resulting increased costs for food commodities or energy could adversely affect our business, results of operations and financial condition.

Changes in the cost of labor could harm our business.

Increases in wage and benefits costs, including as a result of increases in minimum wages and other governmental regulations affecting labor costs, may significantly increase our labor costs and operating expenses and make it more difficult to fully staff our restaurants. From time to time, legislative proposals are made to increase the minimum wage at the United States federal, state, and local levels, such as recent minimum wage increases in Cook County, Illinois and the City of Chicago, which came effective July 1, 2023, and California Assembly Bill No. 257, the Fast Food Accountability and Standards Recovery Act, which passed in September 2022 and which proposes to create a council to set, among other things, minimum wages and working condition standards in the broadly defined fast food industry. Other measures, such as the proposed New York State Assembly Bill No. A1710A, seek to phase out the usage of a subminimum wage for restaurant workers. Because we employ a large workforce, any wage increases and/or expansion of benefits mandates will have a particularly significant impact on our labor costs. In addition, our suppliers, distributors, and business partners may be similarly impacted by wage and benefit cost inflation. For example, New York City recently instituted an increase in the minimum wage for delivery workers that deliver on behalf of third-party food delivery services, which is currently being challenged by certain third-party delivery apps. If such trends continue, our suppliers, distributors, and business partners may increase their prices for goods and services in order to offset their increasing labor costs.

In addition, Chicago has implemented a “fair workweek” ordinance, which requires food service employers to provide employees with specified notice in scheduling changes and pay premiums for changes made to employees’ schedules, among other requirements. Similar legislation may be enacted in other jurisdictions in which we operate, and in jurisdictions where we may enter in the future, and such regulatory structures, in turn, could result in missed corporate opportunities due to diverted management attention, as well as increased costs, both in terms of ongoing compliance and resolution of alleged violations. Such regulations are often complex to administer and have evolved over time and may continue to do so.

Our inability to identify qualified individuals for our workforce could slow our growth and adversely impact our ability to operate our locations.

We believe that our success depends in part upon our ability to attract, motivate and retain a sufficient number of qualified managers and team members to meet the needs of our existing locations and to staff

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new locations. A sufficient number of qualified individuals to fill these positions and qualifications may be in short supply in some geographic areas. Competition in those areas for qualified team members could require us to pay higher wages and provide greater benefits, especially in times of robust regional or national economic conditions. Any inability to recruit and retain qualified individuals may result in higher turnover and increased labor costs and could compromise the quality of our service, all of which could adversely affect our business, results of operations and financial condition. Any such inability could also delay the planned openings of new locations and could adversely impact our existing locations. Any such inability to retain or recruit qualified team members, increased costs of attracting qualified employees or delays in locations openings could adversely affect our business, results of operations and financial condition.

The COVID-19 pandemic created staffing complexities for us and other restaurant operators and, on March 15, 2020, as a result of the pandemic, all operations at our locations were temporarily suspended. We have since reopened all of our locations in a new environment, filled with increased complexity for our employees and managers, a decreased applicant pool for all positions, safety concerns and ongoing staff call-outs and exclusions due to illness. Despite the removal of COVID-19 restrictions, there remains an aggressive competition for talent, wage inflation and pressure to improve benefits and workplace conditions to remain competitive, and the pandemic perpetuated an ongoing labor shortage and heightened labor relations issues. Due to future pandemics or natural disasters, we could experience a further shortage of labor and decrease in the pool of available qualified talent for key functions. Our existing wages and benefits programs, combined with the challenging conditions remaining after the COVID-19 pandemic, the volatile macroeconomic environment and the highly competitive wage pressure resulting from the current labor shortage, may be insufficient to attract and retain the best talent.

Furthermore, maintaining appropriate staffing and hiring and training new staff requires precise workforce planning, which has become more complex due to, among other things:

•

significant staffing and hiring issues in the restaurant industry throughout the country, which were exacerbated by the COVID-19 pandemic;

•

laws related to wage and hour violations or predictive scheduling, such as “fair workweek” or “secure scheduling” ordinances in certain geographic areas where we operate;

•

low levels of unemployment, which has resulted in aggressive competition for talent, wage inflation, and pressure to improve benefits and workplace conditions to remain competitive; and

•

the so-called “great resignation” trend.

Our failure to recruit and retain new employees in a timely manner or higher employee turnover levels all could affect our ability to open new locations and grow sales at existing locations, and we may experience higher than projected labor costs.

The COVID-19 pandemic had a material adverse impact on our business, results of operations, liquidity and financial condition. Future outbreaks of COVID-19, other contagious diseases or other adverse public health developments in the United States or worldwide could have similar impacts on our business.

The COVID-19 pandemic had a material adverse impact on our business and results of operations in fiscal 2020 and 2021. At the peak of the COVID-19 outbreak in fiscal 2021, as a result of the pandemic, all operations at our locations were temporarily suspended. As our locations re-opened following approximately four months of closure, we experienced comparable store sales declines and reduced revenues compared to pre-pandemic operations due to modified operating hours, occupancy restrictions and reduced customer traffic. Specifically, our revenue decreased from approximately $66.1 million in fiscal 2020 to $25.0 million in fiscal 2021. It remains difficult to predict future outbreaks, including new variants of COVID-19 or similar public health threats, their impact on our business or the broader economy, how consumer behavior may change and whether such changes would be temporary or permanent. Additionally, prolonged volatility or significant disruption of global financial markets due to a resurgence of COVID-19 or the emergence of another unforeseen pandemic could have a negative impact on our ability to access capital markets and other funding sources, on acceptable terms or at all, and impede our ability to comply with debt covenants or our ability to obtain additional waivers or amendments, if necessary, and we could also incur additional

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impairment charges of our long-lived assets, goodwill or other intangibles, which may have a significant or material impact on our financial results.

Changes in economic conditions could materially affect our business, financial condition and results of operations.

Any significant decrease in consumer confidence, or periods of economic slowdown or recession and higher inflation rates could lead to a curtailing of discretionary spending, which in turn could reduce our revenues and results of operations. Our business is dependent upon consumer discretionary spending and, therefore, is affected by consumer confidence as well as the future performance of the economy. As a result, our results of operations are susceptible to economic slowdowns and recessions. Job losses, home foreclosures, investment losses in the financial markets, personal bankruptcies, credit card debt and home mortgage and other borrowing costs, declines in housing values, reduced access to credit, adverse economic or market conditions due to inflation and long-term changes in consumer behavior resulting from a resurgence of COVID-19 or the emergence of another unforeseen pandemic, amongst other factors, may result in lower levels of customer traffic in our locations, a decline in consumer confidence and a curtailing of consumer discretionary spending. We believe that consumers generally are more willing to make discretionary purchases during periods in which favorable economic conditions prevail. If economic conditions worsen, we could see deterioration in customer traffic or a reduction in the average amount customers spend in our locations. This could result in a reduction of staff levels, changes to our hours of operation, asset impairment charges and potential location closures, on a temporary or a permanent basis, as well as a deceleration of new location openings, any of which could adversely impact our revenues and results of operations.

Damage to our reputation could negatively impact our business, financial condition and results of operations.

Our reputation and the quality of our brand are critical to our business and success. We must protect and grow the value of our brand in order for us to continue to be successful. Any incident that erodes our reputation or consumer perception of our brand could significantly reduce its value and damage our business.

We may be adversely affected by any negative publicity, regardless of its accuracy, including with respect to:

•

food safety concerns, including food tampering or contamination;

•

food-borne illness incidents;

•

the safety of the food commodities we use;

•

customer injury and the perceived safety of our entertainment offerings;

•

security breaches of confidential customer or employee information;

•

employment-related claims relating to alleged employment discrimination, wage and hour violations, labor standards or healthcare and benefit issues; or

•

government or industry findings concerning our locations, restaurants operated by other foodservice providers or others across the food industry supply chain.

Also, there has been an increase in the use of social media and other platforms for online communications that provide individuals with access to a broad audience of consumers and other interested persons. Any negative publicity may be amplified by the use of platforms that enable guests to review our entertainment offerings, restaurants and food, such as TripAdvisor and Yelp, among others. The availability of information on social media and other online communications platforms, and the impact of such information, can be virtually immediate. Many social media and other communications platforms immediately publish the content their subscribers and participants can post, often without filters or checks on accuracy of the content posted. The opportunity for dissemination of information, including inaccurate information, is seemingly limitless and readily available. Information concerning our Company may be posted on such platforms at any time. Information posted may be adverse to our interests or may be inaccurate, each of which may harm our performance, prospects or business. The harm may be immediate without affording us an opportunity for redress or correction.

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Ultimately, the risks associated with any such negative publicity or incorrect information cannot be completely eliminated or mitigated and may materially harm our reputation, business, results of operations and financial condition.

Food safety and food-borne illness incidents may have an adverse effect on our business by not only reducing demand but also increasing operating costs.

Food-borne illnesses and other food safety issues have occurred in the food industry in the past and could occur in the future. A negative report or negative publicity, whether related to one of our locations or to a competitor in the industry, may have an adverse impact on demand for our food and could result in decreased customer traffic to our locations, including as a result of a decrease in event bookings. A decrease in customer traffic to our locations as a result of these health concerns or negative publicity could materially harm our reputation, business, results of operations and financial condition.

Furthermore, our reliance on third-party food suppliers and distributors increases the risk that food-borne illness incidents could be caused by factors outside of our control and that multiple locations would be affected rather than a single location. We cannot assure you that all food items will be properly maintained during transport throughout the supply chain, that such food items have not been tampered with and that our employees will identify all products that may be spoiled and should not be used in our locations. If our customers become ill from food-borne illnesses, we could be forced to temporarily close some locations. Furthermore, any instances of food contamination, whether or not at our locations, could subject us or our suppliers to a food recall pursuant to provisions enacted by the United States Food and Drug Administration’s (the “FDA”).

Shortages or interruptions in the supply or delivery of food products or other supplies could adversely affect our business, results of operations and financial condition.

We are dependent on frequent deliveries of food products and other supplies that meet our specifications. Shortages or interruptions in the supply of these products caused by problems in production or distribution, inclement weather, unanticipated demand or other conditions have adversely affected in the past, and could adversely affect in the future, the availability, quality and cost of ingredients, which would adversely affect our business, results of operations and financial condition.

We have one principal supplier and a limited number of other suppliers and distributors for our food products and other supplies. If our suppliers or distributors are unable to fulfill their obligations under our arrangements with them, we could encounter supply shortages and incur higher costs.

We depend on Sysco Corporation (“Sysco”) as our principal supplier of food products and on Edward Don & Company (“Edward Don”) as our principal supplier of restaurant equipment and supplies and have a limited number of other suppliers and distributors for our food products and other supplies, and the cancellation of our arrangements with these suppliers or distributors or the disruption, delay or inability of these suppliers or distributors to deliver such products to our locations may adversely affect our business, results of operations and financial condition while we establish alternative distribution channels. Our current Master Services Agreement with Sysco, dated January 1, 2023 (the “Master Services Agreement”), has a three-year term and may be terminated upon the earlier of (1) ninety (90) days written notice by either Sysco or Pinstripes for a breach by the other party of any material provision of the Master Services Agreement, unless such breach is cured within such ninety (90) day period, (2) immediately by Sysco if Pinstripes fails to pay any amounts due to Sysco or if Sysco determines, in its sole judgment, that circumstances exist that will materially affect Pinstripes’ ability to meet its financial obligations as they come due or (3) upon not less than sixty (60) days written notice by Sysco if it determines that certain of Pinstripes’ assumptions under the Master Services Agreement are not materially met. Our current Distribution Agreement with Edward Don, dated May 17, 2010, had an initial three-year term and is automatically renewable for successive one year periods unless either party gives the other 90 days written notice of its intent not to renew.

In addition, if our suppliers or distributors fail to comply with food safety or other laws and regulations, or face allegations of non-compliance, their operations may be disrupted. A labor strike at our suppliers or

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distributors could also cause their operations to be disrupted or delayed. We cannot assure you that we would be able to find replacement suppliers or distributors on commercially reasonable terms or on a timely basis, if at all.

If our suppliers or distributors are unable to fulfill their obligations under their contracts or we are unable to identify alternative sources, we could encounter supply shortages and incur higher costs, each of which could adversely affect our business, results of operations and financial condition.

Our procurement of bowling and other equipment is dependent upon a few suppliers.

Our ability to continue to procure bowling and other equipment for our existing and future locations is important to our business strategy. The number of suppliers from which we can purchase such equipment is limited. To the extent that the number of suppliers declines, we could be subject to the risk of distribution delays, pricing pressure, lack of innovation and other associated risks, which could adversely affect our business, results of operations and financial condition.

Local conditions, events, adverse weather conditions and natural disasters could adversely affect our business.

Certain of the regions in which our locations are located have been, and may in the future be, subject to adverse local conditions, events, adverse weather conditions, or natural disasters, such as earthquakes, floods and hurricanes. Depending upon its magnitude, a natural disaster could severely damage our locations, which could adversely affect our business, results of operations or financial condition. Our property and business interruption insurance may not be sufficient if there is a major disaster. In addition, upon the expiration of our current insurance policies, adequate insurance coverage may not be available at reasonable rates, or at all.

Our expansion into new markets may present increased risks due to our unfamiliarity with the area.

Some of our new locations will be situated in areas where we have little or no meaningful experience. Locations we open in new markets may take longer to reach expected sales and profit levels on a consistent basis, may be less profitable on average than our existing locations and may have higher construction, occupancy or operating costs than locations we open in existing markets. New markets may have competitive conditions, consumer tastes and discretionary spending patterns that are more difficult to predict or satisfy than our existing markets. We may need to make greater investments in advertising and promotional activity or alter our marketing strategies in new markets to build brand awareness. We may find it more difficult in new markets to hire, motivate and keep qualified employees who share our values. As a result, these new locations may be less successful or may achieve target location-level operating profit margins at a slower rate, if ever. If we do not successfully execute our plans to enter new markets or do not do so in a cost-effective manner, our business, results of operations and financial condition could be adversely affected.

As part of our growth strategy, we may pursue growing our business internationally, and the risks of doing business internationally could increase our costs, reduce our profits or disrupt our business.

As part of our growth strategy, we may pursue opening locations internationally. We currently have no international locations, and as a result, we have no experience operating our business in international markets. Our ability to expand internationally will depend on the acceptance of our dining and entertainment concept in non-U.S. markets and on the adoption of consumer trends away from traditional brick-and-mortar retailers towards experiential shopping environments in such non-U.S. markets. It will also depend on the availability of high-quality real estate in international markets and our ability to lease property on terms acceptable to us. In addition, if we expand internationally, we will become subject to the risks of doing business outside the United States, including:

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changes in foreign currency exchange rates or currency restructurings and hyperinflation or deflation in the countries in which our licensees operate;

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the imposition of restrictions on currency conversion or the transfer of funds or limitations on our ability to repatriate non-U.S. earnings in a tax effective manner;

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the presence and acceptance of varying levels of business corruption in international markets;

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the ability to comply with, or the impact of complying with, complex and changing laws, regulations and policies of foreign governments that may affect investments or operations, including foreign ownership restrictions, import and export controls, tariffs, embargoes, intellectual property, licensing requirements and regulations, increases in taxes paid and other changes in applicable tax laws;

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the difficulties involved in managing an organization doing business in many different countries;

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the ability to comply with, or the impact of complying with, complex and changing laws, regulations and economic and political policies of the U.S. government, including U.S. laws and regulations relating to economic sanctions, export controls and anti-boycott requirements;

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increases in anti-American sentiment and the identification of the licensed brand as an American brand;

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the effect of disruptions caused by severe weather, natural disasters, outbreak of disease or other events that make travel to a particular region less attractive or more difficult; and

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political and economic instability; and

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armed conflicts, such as the ongoing conflict between Russia and Ukraine and the conflicts in Israel.

Any or all of these factors may adversely affect the performance of future locations in international markets. In addition, the economy of any region in which our international locations are located may be adversely affected to a greater degree than that of other areas of the country or the world by certain developments affecting industries concentrated in that region or country. While these factors and the impact of these factors are difficult to predict, any one or more of them could lower our revenues, increase our costs, reduce our profits or disrupt our business.

New locations, once opened, may not be profitable, and the performance of our existing locations may not be indicative of future results.

Our results have been, and in the future may continue to be, significantly impacted by the timing of new location openings (often dictated by factors outside of our control), including landlord and real estate developer delays, associated location pre-opening costs and operating inefficiencies, as well as changes in our geographic concentration due to the opening of new locations. Our experience has been that labor and operating costs associated with newly opened locations for the first several months of operation are generally higher than costs associated with our existing locations, both in aggregate dollars and as a percentage of locations’ sales. We may incur additional costs in new markets, particularly for labor, as well as marketing, which may impact the profitability of those locations as compared to our existing locations. Accordingly, the volume and timing of new location openings may adversely impact our business, results of operations and financial condition.

Although we target specified operating and financial metrics, new locations may not meet these targets or may take longer than anticipated to do so. Any new locations we open may not be profitable or achieve operating results similar to those of our existing locations, which could adversely affect our business, results of operations and financial condition.

Our failure to manage our growth effectively could harm our business and operating results.

Our growth plan includes the addition of a significant number of new locations. Our existing management systems, financial and management controls and information systems may not be adequate to support our planned expansion. Our ability to manage our growth effectively will require us to continue to enhance these systems, procedures and controls and to locate, hire, train and retain management and operating personnel, particularly in new markets. We may not be able to respond on a timely basis to all of the changing demands that our planned expansion will impose on management and on our existing infrastructure, or be able to hire or retain the necessary management and operating personnel, which could harm our business, financial condition or results of operations. These demands could cause us to operate our existing business less effectively, which in turn could cause a deterioration in the financial performance of our existing locations.

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Our plans to open new locations, and the ongoing need for capital expenditures at our existing locations, may require additional capital.

We intend to continue to make investments to support our business growth and may require additional funds to respond to business challenges or opportunities, including the need to open additional locations, develop new menu items or enhance our existing menu items, to enhance our operating infrastructure, and to satisfy the costs associated with being a public company following the completion of the Business Combination. Accordingly, we may need to engage in equity or debt financings to secure additional funds, and the amount of capital required to fund our operations may be affected by the costs and expenditures incurred pursuant to, and the net cash received upon the consummation of, the Business Combination. In addition, we may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly limited, which could have a material adverse effect on our business, financial condition and results of operations.

We depend on our founder and will depend on other key personnel.

We depend on the leadership and experience of our founder and CEO, Dale Schwartz. Our development, success and growth to date has been, and we expect our future success and growth to be, highly dependent upon the personal efforts of Mr. Schwartz, and we expect our future success and growth will also be dependent on the efforts of other key employees, including individuals we hire in connection with and following the Business Combination. The loss of the services of Mr. Schwartz or any of our other key employees could adversely affect our business, results of operations and financial condition, as we may not be able to find suitable individuals to replace such personnel on a timely basis or without incurring increased costs, or at all. We do not maintain key man life insurance on Mr. Schwartz or any other key employees. We believe that our future success will depend on our continued ability to attract and retain highly skilled and qualified personnel, including, but not limited to, a Chief Financial Officer and a Chief Marketing Officer. There is a high level of competition for experienced, successful personnel in our industry. Our inability to meet our executive staffing requirements in the future could impair our growth and harm our business.

Unionization activities could disrupt our operations and affect our profitability.

Efforts to unionize have been increasing in the restaurant and food services industry. Although none of our employees are currently covered under collective bargaining agreements, our employees may elect to be represented by labor unions in the future. If a significant number of our employees were to become unionized and collective bargaining agreement terms were significantly different from our current compensation arrangements, our business, results of operations and financial condition could be adversely affected. In addition, a labor dispute related to union organizing efforts involving some or all of our employees may harm our reputation, disrupt our operations and reduce our revenues, and resolution of disputes may increase our costs. Further, if we enter into a new market with unionized construction companies, construction and build out costs for new locations in such markets could materially increase.

Our business is subject to seasonal and quarterly fluctuations.

Our revenues are influenced by seasonal shifts in consumer spending. Typically, our average sales per location are highest in the holiday season (specifically the period from the last week of November to the second week of January) and summer and lowest in the winter and the fall (other than during the holiday season). This seasonality is due to increases in spending and private events in the holiday season, followed by continued increased activity as weather improves in the spring and summer. The fall and winter are our lowest sales seasons due to the fact that the weather is typically deteriorating and children are returning to school. However, throughout fiscal 2021, a variety of factors, including the impacts of COVID-19 on our business, government actions taken to respond to COVID-19 and to stimulate the United States’ recovery from COVID-19, and changing consumer preferences have caused fluctuations in our sales volumes that are different than our typical seasonality. Holidays, changes in the economy, severe weather and similar conditions may impact sales volumes seasonally in some operating regions. In addition, we operate on a 52‑week or 53-week fiscal year ending on the last Sunday of April. In our 52-week fiscal year, the first, second and third fiscal quarters each contain twelve weeks and the fourth fiscal quarter contains sixteen weeks. In

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our 53-week fiscal year, the first, second and third fiscal quarters each contain twelve weeks and the fourth fiscal quarter contains seventeen weeks. In addition, year-over-year comparisons can be affected by differences in our fiscal years. As a result of these factors and the differences among our fiscal quarters, our quarterly operating results and comparable restaurant sales, as well as our key performance measures, may fluctuate significantly from quarter to quarter and our results for any one quarter are not indicative of any other quarter.

Because many of our locations are concentrated in local or regional areas, we are susceptible to economic and other trends and developments, including adverse weather conditions, in those areas.

Our financial performance is highly dependent on our locations in the Midwest and Northeast. As a result, adverse economic conditions in any of these areas could adversely affect our business, results of operations and financial condition. In addition, given our current geographic concentrations, negative publicity regarding any of our locations in these areas could adversely affect our business, results of operations and financial condition, as could other regional occurrences such as local strikes, terrorist attacks, crime, increases in energy prices, inclement weather or natural or man-made disasters. In particular, adverse weather conditions, such as regional winter storms, floods, severe thunderstorms and tornados, could negatively impact our results of operations. Temporary or prolonged location closures may occur and customer traffic may decline due to the actual or perceived effects of future weather related events.

Changes in consumer preferences and buying patterns could negatively affect our results of operations.

The success of our stores depends in large part on leased properties primarily located near high-density retail areas such as regional malls, lifestyle centers, big box shopping centers and entertainment centers. We depend on a high volume of visitors at these centers to attract customers to our locations. As demographic and economic patterns change, current locations may or may not continue to be attractive or profitable. In addition, the gaming, restaurant and events aspects of our business have varying margins, and changes in consumer behavior affect our sales mix, which may affect our results of operations. E-commerce or online shopping continues to increase and negatively impact consumer traffic at traditional “brick and mortar” retail sites located in regional malls, lifestyle centers, big box shopping centers and entertainment centers, resulting in the closure of large department stores that were once the anchor tenants of shopping malls and retail centers. We are currently seeking to capitalize on the current dislocation in the retail industry by providing an alternative for consumers seeking engaging experiences. If consumer behavior does not continue to evolve in the ways we have projected or if we otherwise are unable to accomplish our goal, our sales could be negatively affected.

Our marketing strategies and channels will evolve and may not be successful.

Pinstripes is a small but growing brand. We incur costs and expend other resources in our marketing efforts to attract and retain customers. Our marketing strategy includes public relations, digital and social media, promotions, and in-location messaging, which require less marketing spend as compared to traditional marketing programs. As the number of our locations increases, and as we expand into new markets, we expect to increase our investment in advertising and consider additional promotional activities. Accordingly, in the future, we will incur greater marketing expenditures. Some of our marketing initiatives may not be successful, and marketing efforts that may have been successful in some markets may not be as successful in others, resulting in expenses incurred without the benefit of higher revenues. While we utilize an online reservation system provider, we do not generally offer reservations through the leading third-party online reservation platforms, which may reduce awareness of our brand and necessitate additional efforts to drive customers to our locations. Additionally, some of our competitors have greater financial resources, which enable them to spend significantly more on marketing and advertising than we are able to at this time. Should our competitors increase spending on marketing and advertising or our marketing funds decrease for any reason, or should our advertising and promotions be less effective than those of our competitors, our business, results of operations and financial condition could be adversely affected.

Legislation and regulations requiring the display and provision of nutritional information for our menu offerings, and new information or attitudes regarding diet and health or adverse opinions about the health effects of consuming our menu offerings, could affect consumer preferences and negatively impact our business, financial condition and results of operations.

Government regulation and consumer eating habits may impact our business as a result of changes in attitudes regarding diet and health or new information regarding the health effects of consuming our menu

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offerings. These changes have resulted in, and may continue to result in, the enactment of laws and regulations that impact the ingredients and nutritional content of our menu offerings, or laws and regulations requiring us to disclose the nutritional content of our food offerings.

For example, a number of states, counties and cities have enacted menu labeling laws requiring multi-unit restaurant operators to disclose certain nutritional information to customers, or have enacted legislation restricting the use of certain types of ingredients in restaurants. Furthermore, the Patient Protection and Affordable Care Act of 2010 (the “PPACA”) establishes a uniform, federal requirement for chain restaurants with 20 or more locations operating under the same name and offering substantially the same menus to post certain nutritional information on their menus. Specifically, the PPACA amended the Federal Food, Drug and Cosmetic Act to require certain chain restaurants to publish the total number of calories of standard menu items on menus and menu boards, along with a statement that puts this calorie information in the context of a total daily calorie intake. The PPACA also requires covered restaurants to provide to consumers, upon request, a written summary of detailed nutritional information for each standard menu item, and to provide a statement on menus and menu boards about the availability of this information. The PPACA further permits the FDA to require covered restaurants to make additional nutrient disclosures, such as disclosure of trans-fat content. As we expand, we anticipate we will be become subject to the requirements of the PPACA in the near future, and an unfavorable report on, or reaction to, our menu ingredients, the size of our portions or the nutritional content of our menu items could negatively influence the demand for our offerings.

We cannot make any assurances regarding our ability to effectively respond to changes in consumer health perceptions or our ability to successfully implement the nutrient content disclosure requirements and to adapt our menu offerings to trends in eating habits. The imposition of menu-labeling laws could have an adverse effect on our results of operations and financial position, as well as the hospitality industry in general.

Our insurance may not provide adequate levels of coverage against claims.

We maintain various insurance policies for employee health, workers’ compensation, general liability and property damage. Although we believe that we maintain insurance customary for businesses of our size and type, there are types of losses we may incur that cannot be insured against or that we believe are not economically reasonable to insure. Additionally, our insurance policies may be insufficient to compensate us for any losses that we may incur. Any such losses could adversely affect our business, results of operations and financial condition.

If we fail to develop and implement new technology, products and services, adapt our products and services to changes in technology and marketplace requirements, or if our ongoing efforts to upgrade our technology, products and services are not successful, we could lose customers.

Our growth strategy depends in part on developing and expanding the technological capabilities of our entertainment offerings. We may be unsuccessful in expanding our technological capabilities in connection with our bowling and bocce options. In addition, we have experienced delays in implementing certain technologies into our operations, such as projection mapping and tracer technology for our bowling lanes and bocce courts, and we may face continued delays in the future. If new technologies are developed by our competitors that displace our traditional entertainment options, we may be unsuccessful in adequately responding to customer practices and we may lose customers.

We expect to rely on third parties to develop or co-develop new technology. We may not be able to enter into such relationships on attractive terms, or at all, and these relationships may not be successful. In addition, partners, some of whom may be our competitors or potential competitors, may choose to develop competing solutions on their own or with third parties.

Following the closing of the Business Combination, we may engage in merger and acquisition activities, joint ventures and other strategic ventures and investments that could require significant management attention, disrupt our business, dilute stockholder value and adversely affect our results of operations.

Following the closing of the Business Combination, as part of our business strategy, we may seek to engage in merger and acquisition activities, joint ventures and other strategic ventures and investments.

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However, we may not be able to find suitable acquisition, joint venture or other strategic venture or investment candidates and we may not be able to complete acquisitions, joint ventures or other strategic ventures or investments on favorable terms, if at all, in the future. If we do complete acquisitions, joint ventures, strategic ventures or investments, we may not ultimately strengthen our competitive position or achieve our goals, and any acquisitions, joint ventures, strategic ventures or investments we complete could be viewed negatively by members or investors. In addition, any acquisition, joint venture, strategic venture, investment or business relationship may result in unforeseen operating difficulties and expenditures, particularly if we cannot retain the key personnel of an acquired company, including disrupting our ongoing operations, diverting management from their primary responsibilities, subjecting us to additional liabilities, increasing our expenses, and adversely impacting our business, financial condition and results of operations. The integration of acquisitions requires time and focus from our management team and may divert attention from the day-to-day operations of our business. We may not successfully integrate acquisitions we may make. Our business may be negatively impacted following an acquisition if we are unable to effectively manage our expanded operations. In addition, even if our operations are integrated successfully with acquired companies, we may not realize the full benefits of the acquisition, including the synergies, operating efficiencies or sales or growth opportunities that are anticipated.

Moreover, we may be exposed to unknown liabilities, and the anticipated benefits of any acquisition, joint venture, strategic venture, investment or business relationship may not be realized, if, for example, we fail to successfully integrate such acquisitions, joint ventures or strategic ventures, or the technologies or products associated with such transactions, into our company. Unforeseen negative impacts of any acquisition, joint venture, strategic venture, investment or business relationship could have a negative impact on our brands, reputation, competitive position or customer relationships, or cause a diversion of management attention. To pay for any such transactions, we may have to use cash, incur debt or issue equity securities, each of which may affect our financial condition or the value of our capital stock and could result in dilution to our stockholders. If we incur more debt, our fixed obligations will increase, and we could also subject ourselves to covenants or other restrictions that could impede our ability to manage our operations and impose restrictions on our capital raising activities, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not successfully evaluate or utilize an acquired business or technology and accurately forecast the financial impact of an acquisition transaction, including accounting charges. Additionally, we may receive indications of interest from other parties interested in acquiring some or all of our business. The time required to evaluate such indications of interest could require significant attention from management, disrupt the ordinary functioning of our business, and could have an adverse effect on our business, financial condition, and results of operations.

Our substantial indebtedness could have important adverse consequences and adversely affect our business, financial condition and results of operations.

We have a significant amount of indebtedness. As of July 23, 2023 and April 30, 2023, we had a total indebtedness of $36.4 million and $36.1 million, respectively under a variety of credit facilities and other instruments which include, but are not limited to, the following:

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On March 7, 2023, we borrowed $22.5 million of the $35 million total available under a facility with Silverview Credit Partners LP (the “Silverview Term Loan”), which loan bears an interest rate per annum equal to 15.00%, is disbursable in two tranches and matures on June 7, 2027. On July 27, 2023, September 29, 2023, and October 20, 2023 we borrowed an additional $1.0 million, $1.5 million and $5.0 million, respectively, pursuant to the Silverview Term Loan. Under the Silverview Term Loan, we are subject to financial covenants, as well as to customary events of default that, if triggered, could result in acceleration of the maturity of the Silverview Term Loan. The Silverview Term Loan contains negative covenants restricting our activities, including limitations on: dispositions; mergers or acquisitions; incurring indebtedness or liens; paying dividends or redeeming stock or making other distributions; making certain investments; and engaging in certain other business transactions.

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On April 19, 2023, we borrowed $11.5 million under an equipment term loan with GCP II Agent, LLC (the “Granite Creek Term Loan”), which loan bears an interest rate per annum equal to 12.00%

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and matures on April 19, 2028. On July 27, 2023, we borrowed an additional $5.0 million under the Granite Creek Term Loan.

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In November 2019, we entered into seven notes payable with Ascentium Capital LLC with the outstanding principal of $127,000 and $180,000 as of April 30, 2023 and April 24, 2022, respectively, that all mature on November 14, 2024. The notes are payable in monthly installment payments ranging from $600 and $800, including interest at the fixed rate of 8.50% as of each of July 23, 2023, April 30, 2023, April 24, 2022 and April 25, 2021.

See Note 9 — “Long-term Financing Agreements” to the audited consolidated financial statements of Pinstripes included elsewhere in this joint proxy statement/consent solicitation statement/prospectus for further information related to our indebtedness. We may seek additional debt financing as needed to support our business and pursue our growth strategy.

Our level of debt could have important consequences, including making it more difficult for us to satisfy our obligations with respect to our debt, limiting our ability to obtain additional financing to fund future working capital, capital expenditures, investments or acquisitions or other general corporate requirements, requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, investments or acquisitions and other general corporate purposes, increasing our vulnerability to adverse changes in general economic, industry and competitive conditions, exposing us to the risk of increased interest rates, limiting our flexibility in planning for, and reacting to, changes in the industries in which we compete, placing us at a disadvantage compared to other, less leveraged competitors, increasing our cost of borrowing and hampering our ability to execute on our growth strategy.

Our management has identified material weaknesses in its internal control over financial reporting and may identify additional material weaknesses in the future. If we fail to remediate the material weaknesses or if we otherwise fail to establish and maintain effective control over financial reporting, our ability to accurately and timely report our financial results may be affected, and such failure may adversely affect investor confidence and business operations.

In connection with the audits of Pinstripes’ financial statements for the years ended April 30, 2023, April 24, 2022 and April 25, 2021, material weaknesses in Pinstripes’ internal control over financial reporting were identified in relation to (i) our financial statement close process, (ii) our lease accounting processes and (iii) the maintenance and accuracy of our outstanding equity information and accounting for stock based compensation. The material weakness related to our financial statement close process resulted from a lack of adequate policies, procedures, controls and sufficient technical accounting personnel to appropriately analyze, record, and disclose accounting matters for routine and non-routine transactions timely and accurately. This material weakness contributed to the material weakness related to our lease accounting process, which related to the design of the controls relating to the identification and assessment of lease agreement terms and conditions, assessment of lease modifications and related accounting treatment as well as to the material weakness related to the design of controls in respect of issuing, tracking, and maintaining accurate ledgers as to authorized, issued and outstanding shares, and warrants and calculations of stock based compensation. This resulted in errors in our accounting records related to our lease obligations, occupancy costs, right of use assets and related financial statement disclosures, along with errors in share capital amounts and stock based compensation, all of which were corrected in connection with the issuance of the consolidated audited financial statements of the Company for fiscal year 2023.

The identified material weaknesses, if not corrected, could result in a material misstatement to New Pinstripes’ consolidated financial statements that may not be prevented or detected. Given that Pinstripes operated as a private company prior to the Business Combination, it did not have the necessary formalized processes to effectively implement review controls within its internal control over financial reporting.

Regulatory and Legal Risks

We are subject to many federal, state and local laws with which compliance is both costly and complex.

As a dining and entertainment business, we are subject to extensive federal, state and local laws and regulations, including health care legislation, building and zoning requirements and laws and regulations

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relating to the preparation and sale of food. Such laws and regulations are subject to change from time to time. The failure to comply with these laws and regulations could adversely affect our operating results. Typically, licenses, permits and approvals under such laws and regulations must be renewed annually and may be revoked, suspended or denied renewal for cause at any time if governmental authorities determine that our conduct violates applicable regulations. During the COVID-19 pandemic, the timeline for obtaining licenses and permits increased significantly. Difficulties or failure to maintain or obtain the required licenses, permits and approvals could adversely affect our existing locations and delay or result in our decision to cancel the opening of new locations, which would adversely affect our business, results of operations and financial condition.

The development and operation of locations depend, to a significant extent, on the selection of suitable sites, which are subject to zoning, land use, environmental, traffic and other regulations and requirements. We are also subject to licensing and regulation by state and local authorities relating to health, sanitation, safety and fire standards.

We are subject to the Americans with Disabilities Act (the “ADA”), which, among other things, requires our locations to meet federally mandated requirements for the disabled. The ADA prohibits discrimination in employment and public accommodations on the basis of disability. Under the ADA, we could be required to expend funds to design or modify our locations to provide service to, or make reasonable accommodations for the employment of, disabled persons. We are also subject to the Fair Labor Standards Act, the Immigration Reform and Control Act of 1986 and various federal and state laws governing such matters as minimum wages, overtime, unemployment tax rates, workers’ compensation rates, citizenship requirements and other working conditions. In California, we are subject to the Private Attorneys General Act, which authorizes employees to file lawsuits to recover civil penalties on behalf of themselves, other employees and the State of California for labor code violations.

The impact of current laws and regulations, the effect of future changes in laws or regulations that impose additional requirements and the consequences of litigation relating to current or future laws and regulations, or our inability to respond effectively to significant regulatory or public policy issues, could increase our compliance and other costs of doing business and, therefore, could adversely affect our business, results of operations and financial condition. Failure to comply with the laws and regulatory requirements of federal, state and local authorities could result in, among other things, revocation of required licenses, administrative enforcement actions, fines and civil and criminal liability. Compliance with all of these laws and regulations can be costly and can increase our exposure to litigation or governmental investigations or proceedings.

Our business is subject to risks related to our sale of alcoholic beverages.

We currently serve alcoholic beverages at all of our locations. Alcoholic beverage control regulations generally require our locations to apply to a state authority and, in certain locations, county or municipal authorities for a license that must be renewed annually and may be revoked or suspended for cause at any time. Alcoholic beverage control regulations relate to numerous aspects of daily operations of our locations, including minimum age of patrons and employees, hours of operation, advertising, trade practices, wholesale purchasing, other relationships with alcohol manufacturers, wholesalers and distributors, inventory control and handling, storage and dispensing of alcoholic beverages. Any future failure to comply with these regulations and obtain or retain licenses could adversely affect our business, results of operations and financial condition.

We are also subject in certain states to “dram shop” statutes, which generally provide a person injured by an intoxicated person the right to recover damages from an establishment that wrongfully served alcoholic beverages to the intoxicated person. Litigation against restaurant chains has resulted in significant judgments and settlements under dram shop statutes. Because these cases often seek punitive damages, which may not be covered by insurance, such litigation could adversely affect our business, results of operations and financial condition. A judgment significantly in excess of our insurance coverage or not covered by insurance could adversely affect our business, results of operations and financial condition.

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Higher health care costs and labor costs could adversely affect our business, results of operations and financial condition.

Pursuant to the PPACA, we are required to provide affordable coverage, as defined in the PPACA, to all employees or otherwise be subject to a payment per employee based on the affordability criteria in the PPACA. Additionally, some states and localities have passed state and local laws mandating the provision of certain levels of health benefits by some employers. Increased health care and insurance costs could adversely affect our business, results of operations and financial condition. In addition, changes in federal or state workplace regulations could adversely affect our business, results of operations and financial condition.

We have a substantial number of hourly employees who are paid wage rates at or based on the applicable federal or state minimum wage and increases in the minimum wage will increase our labor costs and the labor costs of our franchisees. Additionally, we operate in states and localities where the minimum wage is significantly higher than the federal minimum wage and in such areas our staff members receive minimum compensation equal to the state’s or locality’s minimum wage. In other geographic areas, some of our staff members may be paid a tip credit wage that is supplemented by gratuities received from our customers. We rely on our employees to accurately disclose the full amount of their tip income, and we base our Federal Insurance Contributions Act tax reporting on the disclosures provided to us by such employees. Increases in the tip credit minimum wage in these states or localities, or under federal law, may have a material adverse effect on our labor costs, and our financial performance. Increases in federal or state minimum wage may also result in increases in the wage rates paid for non-minimum wage positions. We may be unable to increase our menu prices in order to pass future increased labor costs on to our customers, in which case our operating margins would be negatively affected. If menu prices are increased by us or our franchisees to cover increased labor costs, the higher prices could adversely affect demand for our menu items, resulting in lower sales and decreased franchise revenues.

Various other federal and state labor laws govern our relationships with our employees and affect operating costs. These laws govern matters such as employee classifications as exempt or non-exempt, unemployment tax rates, workers’ compensation rates, overtime, family leave, safety standards, payroll taxes, minimum wage requirements, predictive and/or advanced scheduling requirements, citizenship requirements and other wage and benefit requirements for employees classified as non-exempt. Complying with these laws and regulations subjects us to substantial expense and non-compliance could expose us to significant liabilities. In the event of legal challenges to our compliance with these laws, we could incur legal costs to defend, and we could suffer losses from such challenges, and the amount of potential losses or costs could be significant. In addition, several states and localities in which we operate and the federal government have, from time to time, enacted minimum wage increases, changes to eligibility for overtime pay, paid sick leave and mandatory vacation accruals, and similar requirements. These changes have increased our labor costs and may have a further negative impact on our labor costs in the future. See the risk factor entitled “Changes in the cost of labor could harm our business” for further information.

Failure to comply with environmental laws, particularly regarding waste management, may negatively affect our business.

We are subject to various federal, state and local laws and regulations concerning waste minimization, recyclables, disposal, pollution, protection of the environment and the presence, discharge, storage, handling, release and disposal of, and exposure to, hazardous or toxic substances.

These environmental laws, which typically vary significantly at the local level, provide for significant fines and penalties for noncompliance and liabilities for remediation, sometimes without regard to whether the owner or operator of the property knew of, or was responsible for, the release or presence of hazardous or toxic substances. Compliance with these regulations become increasingly more complicated as we expand into additional markets. Particularly in light of our focus on environmental sustainability and social impact, environmental conditions relating to releases of hazardous substances at a prior, existing or future restaurant could have an adverse effect on our brand and reputation, business, financial condition and results of operations. Further, environmental laws, and the administration, interpretation, and enforcement

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thereof, are subject to change and may become more stringent in the future, each of which could make our waste management more complex and have an adverse effect on our business, financial condition, and results of operations.

We rely heavily on information technology, and any material failure, weakness, interruption or breach of security could prevent us from effectively operating our business.

We rely heavily on information systems, including point-of-sale processing in our locations, for management of our supply chain, accounting, payment of obligations, collection of cash, credit and debit card transactions and other processes and procedures. Our ability to efficiently and effectively manage our business depends significantly on the reliability and capacity of these systems. Our operations depend upon our ability to manage and protect our computer equipment and systems against damage from physical theft, fire, power loss, telecommunications failure or other catastrophic events, as well as from internal and external security breaches, security vulnerabilities, viruses and other disruptive problems. The failure of these systems to operate effectively, maintenance problems, delays in or failure to remediate technical or security issues or vulnerabilities, upgrading or transitioning to new platforms, expanding our systems as we grow or a breach in security of these systems could result in interruptions to or delays in our business and customer service, reduce efficiency in our operations, and/or regulatory investigations or action and litigation. If our information technology systems fail, or if our business interruption insurance does not sufficiently compensate us for any losses that we may incur, our revenues and profits could be reduced and the reputation of our brand and our business could be materially adversely affected. In addition, remediation of such problems could result in significant, unplanned capital investments or changes to our operations.

Security breaches of confidential customer information, in connection with our electronic processing of credit and debit card transactions or otherwise, or confidential employee information, may adversely affect our business, results of operations and financial condition.

Our business requires the collection, transmission and retention of large volumes of customer and employee data, including credit and debit card numbers and other personally identifiable information, in various information technology systems that are maintained by third parties with whom we contract to provide services. The integrity and protection of that customer and employee data is critical to us. Further, our customers and employees have a high expectation that we and our service providers will adequately protect their personal information.

The information, security and privacy requirements imposed by governmental regulation and industry standards are increasingly demanding and rapidly changing. We need to make additional investments of capital, resources and time in order to satisfy existing requirements or changing requirements and customer and employee expectations. Even after we make such investments, our systems, policies and processes may not be able to satisfy existing requirements or changing requirements and customer and employee expectations. Efforts to hack or breach security measures, failures of systems or software to operate as designed or intended, delays in or failure to remediate technical or security issues or vulnerabilities, viruses and malware, security vulnerabilities in systems or processes, operator error or inadvertent releases of data may all threaten our and our service provider’s information systems and records. A breach in the security of our information technology systems or those of our service providers could lead to an interruption in the operation of our systems or exposure of our proprietary data, including personal information, resulting in operational inefficiencies, legal obligations, and a loss of revenues or profits. Additionally, a significant theft, loss or misappropriation of, or access to, customers’ or other proprietary data or other breach of our information technology systems could result in fines, legal claims from customers and employees and other legal proceedings, including regulatory investigations and actions, and liability for failure to comply with privacy and information security laws or industry standards, which could disrupt our operations and damage our reputation and otherwise adversely affect our business, results of operations and financial condition.

We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect our business, results of operations and financial condition.

Our ability to implement our business plan successfully depends in part on our ability to further build brand recognition using our trademarks, service marks, proprietary products and other intellectual property,

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including our name and logos and the unique character and atmosphere of our locations. We rely on trademark and trade secret laws, as well as license agreements, to protect our intellectual property. Nevertheless, our competitors may develop similar menu items and concepts, and adequate remedies may not be available in the event of an unauthorized use or disclosure of our trade secrets and other intellectual property.

The success of our business depends on our continued ability to use our existing trademarks and service marks to increase brand awareness and further develop our brand in domestic markets. We have registered and applied to register trademarks and service marks in the United States. We may not be able to adequately protect our trademarks and service marks, and our competitors and others may successfully challenge the validity and/or enforceability of our trademarks and service marks and other intellectual property. The steps we have taken to protect our intellectual property may not be adequate.

If our efforts to maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes or infringes on our intellectual property, the value of our brand may be harmed, which could have a material adverse effect on our business and might prevent our brand from achieving or maintaining market acceptance.

From time to time, we may also be required to institute litigation to enforce our trademarks, service marks and other intellectual property. Such litigation could result in substantial costs and diversion of resources and could negatively affect our sales, profitability and prospects regardless of whether we are able to successfully enforce our intellectual property rights.

Third parties may also assert that we infringe, misappropriate or otherwise violate their intellectual property and may sue us for intellectual property infringement. Even if we are successful in defending ourselves in any such proceedings, we may incur substantial costs, and the time and attention of our management and other personnel may be diverted in pursuing these proceedings. If a court finds that we infringe a third party’s intellectual property, we may be required to pay damages and/or be subject to an injunction. With respect to any third party intellectual property that we use or wish to use in our business (whether or not asserted against us in litigation), we may not be able to enter into licensing or other arrangements with the owner of such intellectual property at a reasonable cost or on reasonable terms.

Changes to estimates related to our property, fixtures and equipment or operating results that are lower than our current estimates at certain locations may cause us to incur impairment charges on certain long-lived assets, which may adversely affect our business, results of operations and financial condition.

In accordance with accounting guidance as it relates to the impairment of long-lived assets, such as property and equipment and operating right-of use assets with definitive lives, we make certain estimates and projections with regard to individual location operations, as well as our overall performance, in connection with our impairment analyses for long-lived assets. The determination of related estimated useful lives and whether these long-lived assets have been impaired involves significant judgment and subjective assessments, including as to our future business performance, and is subject to factors and events over which we have no control. If an impairment indicator is deemed to exist for any location, the sum of the location’s estimated undiscounted cash flows expected to be generated by the location’s asset group would be compared to its carrying value. If the location’s carrying value exceeds its estimated undiscounted cash flows, an impairment charge is recognized in the amount by which the carrying value of the location’s asset group exceeds its fair value using the cost and income approach based on the current condition of the assets. If actual results differ from our estimated undiscounted cash flows, additional charges for long-lived asset impairments may be required in the future. For the year ended April 30, 2023, we recorded non-cash long-lived asset impairments of $2.4 million for property and equipment at a certain location. There can be no assurance that we will not record further impairment charges in future periods. If future impairment charges are significant, our reported operating results would be adversely affected.

Fluctuations in our tax obligations and effective tax rate and realization of our deferred tax assets may result in volatility of our operating results.

We are subject to income taxes federally and in various states. We record tax expense based on our estimates of future payments, which may include reserves for uncertain tax positions in multiple tax

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jurisdictions, and valuation allowances related to certain net deferred tax assets. At any one time, many tax years may be subject to audit by various taxing jurisdictions. The results of these audits and negotiations with taxing authorities may affect the ultimate settlement of these issues. We expect that throughout the year there could be ongoing variability in our quarterly tax rates as events occur and exposures are evaluated.

In addition, our effective tax rate in a given financial statement period may be materially impacted by a variety of factors including but not limited to changes in the mix and level of earnings, varying tax rates in the different jurisdictions in which we operate, fluctuations in the valuation allowance or by changes to existing accounting rules or regulations.

The U.S. government may enact significant changes to the taxation of business entities including, among others, an increase in the corporate income tax rate and the imposition of minimum taxes or surtaxes on certain types of income. No specific United States tax legislation has been proposed at this time and the likelihood of these changes being enacted or implemented is unclear. We are currently unable to predict whether such changes will occur. If such changes are enacted or implemented, we are currently unable to predict the ultimate impact on our business.

Businesses in our industry have been the target of class action lawsuits and other proceedings that are costly, divert management attention and, if successful, could result in our payment of substantial damages or settlement costs.

Our business is subject to the risk of litigation by employees, customers, suppliers, stockholders or others through private actions, class actions, administrative proceedings, regulatory actions or other litigation. The outcome of litigation, particularly class action and regulatory actions, is difficult to assess or quantify. In past years, restaurant companies have been subject to lawsuits, including class action lawsuits, alleging violations of federal and state laws regarding workplace and employment matters, discrimination and similar matters. A number of these lawsuits have resulted in the payment of substantial damages by the defendants. Similar lawsuits have been instituted from time to time alleging violations of various federal and state wage and hour laws regarding, among other things, employee meal deductions, overtime eligibility of assistant managers and failure to pay for all hours worked. While we have not been a party to any of these types of lawsuits in the past five years, there can be no assurance that we will not be named in any such lawsuit in the future or that we would not be required to pay substantial expenses and/or damages.

In the future, our customers may file complaints or lawsuits against us alleging that we are responsible for some illness or injury they suffered at or after a visit to one of our locations, including actions seeking damages resulting from food-borne illness, accidents in our locations or dram shop claims. We may also be subject to a variety of other claims from third parties arising in the ordinary course of our business, including contract claims.

Regardless of whether any claims against us are valid or whether we are liable, claims may be expensive to defend and may divert time and money away from our operations. In addition, they may generate negative publicity, which could reduce customer traffic and location sales. Although we maintain what we believe to be adequate levels of insurance, insurance may not be available at all or in sufficient amounts to cover any liabilities with respect to these or other matters. A judgment or other liability in excess of our insurance coverage for any claims or any adverse publicity resulting from claims could adversely affect our business, results of operations and financial condition.

Customer complaints or litigation on behalf of our customers or employees may adversely affect our business, results of operations or financial condition.

Our business may be adversely affected by legal or governmental proceedings brought by or on behalf of our customers or employees. In recent years, a number of restaurant companies have been subject to lawsuits, including class action lawsuits, alleging violations of federal and state law regarding workplace and employment matters, discrimination and similar matters, and a number of these lawsuits have resulted in the payment of substantial damages by the defendants. We could also face potential liability if we are found to have misclassified certain employees as exempt from the overtime requirements of the federal Fair Labor Standards Act and state labor laws. We have had from time to time such lawsuits pending against us.

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Our procurement of new games and amusement and entertainment offerings is contingent upon availability, and in some instances, our ability to obtain licensing rights.

Our ability to continue to procure new games, amusement and entertainment offerings, and other entertainment-related equipment is important to our business strategy. The number of suppliers from which we can purchase games, amusement offerings and other entertainment-related equipment is limited. To the extent the number of suppliers declines, we could be subject to the risk of distribution delays, pricing pressure, lack of innovation and other associated risks. We may not be able to anticipate and react to changing amusement offerings cost by adjusting purchasing practices or game prices, and a failure to do so could have a material adverse effect on our operating results. In addition, any decrease in availability of new amusement offerings that appeal to guests could lead to decreases in revenues as guests negatively react to lack of new game options.

Our ability to develop future offerings is dependent on, among other things, obtaining rights to compelling game content and developing new amusement offerings that are accepted by our guests. There is no guarantee that additional licensing rights will be obtained by us or that our guests will accept the future offerings that we develop. The result could be increased expenses without increased revenues putting downward pressure on our results of operations and financial performance.

We face potential liability with our gift cards under the property laws of some states.

Our gift cards, which may be used to purchase bowling, bocce, food, beverages and merchandise credits in our locations, may be considered stored value cards. Certain states include gift cards under their abandoned and unclaimed property laws and require companies to remit to the state cash in an amount equal to all or a designated portion of the unredeemed balance on the gift cards based on certain card attributes and the length of time that the cards are inactive. To date we have not remitted any amounts relating to unredeemed gift cards to states based upon our assessment of applicable laws.

The analysis of the potential application of the abandoned and unclaimed property laws to our gift cards is complex, involving an analysis of constitutional, statutory provisions and factual issues. In the event that one or more states change their existing abandoned and unclaimed property laws or successfully challenge our position on the application of its abandoned and unclaimed property laws to our gift cards, our liabilities with respect to unredeemed gift cards may be materially higher than the amounts shown in our financial statements. If we are required to materially increase the estimated liability recorded in our financial statements with respect to unredeemed gift cards, our net income could be materially and adversely affected.

Risks Related to New Pinstripes

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” “our company” and “New Pinstripes” in this section refer to Pinstripes Holdings, Inc.

Risks Related to Our Company and Our Organizational Structure

Pursuant to the Director Designation Agreement, Dale Schwartz, our Chairman and Chief Executive Officer, will have the right to designate a specified number of directors (initially four of seven) to the New Pinstripes Board and will retain certain other governance rights so long as he continues to beneficially own a certain number of shares of New Pinstripes Class A Common Stock, and his interests may conflict with ours or our stockholders’ in the future.

Following consummation of the Business Combination, Mr. Schwartz will hold approximately 20.0% of the New Pinstripes Class A Common Stock. Pursuant to the Director Designation Agreement by and among New Pinstripes and Mr. Schwartz, which will be dated as of the Closing Date, Mr. Schwartz will be granted certain rights to designate directors to be nominated for election by holders of the New Pinstripes Class A Common Stock. For so long as certain criteria in the Director Designation Agreement are satisfied, Mr. Schwartz will have the right to designate up to four (4) directors to the New Pinstripes Board, representing a majority of the New Pinstripes Board. Mr. Schwartz will also have the right to remove directors he designates to the New Pinstripes Board. Further, Mr. Schwartz will have the right to designate a majority of

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the members of each committee of the New Pinstripes Board for so long as Mr. Schwartz has the ability to designate at least four (4) individuals for nomination to the New Pinstripes Board. At all other times that Mr. Schwartz has the ability to designate at least one (1) individual for nomination to the New Pinstripes Board, Mr. Schwartz will have the ability to designate at least one-third (1/3), but in no event fewer than one (1), of the members of each committee. Pursuant to the Director Designation Agreement, New Pinstripes will not increase or decrease the size of the New Pinstripes Board or amend or adopt new organizational documents, corporate policies or committee charters that might reasonably be deemed to adversely affect any of Mr. Schwartz’s rights under the Director Designation Agreement without the consent of Mr. Schwartz, so long as Mr. Schwartz has the ability to designate at least one (1) individual for nomination to the board of New Pinstripes. See “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Director Designation Agreement”.

Mr. Schwartz may also enter into voting agreements whereby certain holders of New Pinstripes Common Stock will agree to vote for Mr. Schwartz’s designees to the New Pinstripes Board.

By virtue of his voting power and director designation rights, Mr. Schwartz will have the power to significantly influence our business and affairs, including the election of our directors and amendments to our charter and bylaws. Mr. Schwartz’s influence over our business and affairs may not be consistent with the interests of some or all of our other stockholders and might negatively affect the market price of the New Pinstripes Class A Common Stock.

The Business Combination will result in changes to the board of directors of Pinstripes, which may affect the strategy of New Pinstripes.

Upon the consummation of the Business Combination, the composition of the New Pinstripes Board will change from the current boards of directors of Banyan and Pinstripes. This new composition of the New Pinstripes Board may affect New Pinstripes’ business strategy and operating decisions upon the completion of the Business Combination.

Delaware law, the Proposed Charter and the Proposed Bylaws will contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.

Provisions of the Proposed Charter and the Proposed Bylaws, as they will be in effect following the consummation of the Business Combination, as well as provisions of Delaware law, could discourage, delay or prevent a merger, acquisition or other change in control of New Pinstripes, even if such change in control would be beneficial to our stockholders. These provisions could also limit the price that investors might be willing to pay in the future for shares of our common stock, and therefore depress the trading price of New Pinstripes Class A Common Stock. Among other things, the Proposed Charter and the Proposed Bylaws include provisions regarding:

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authorizing the issuance of “blank check” preferred stock that could be issued by the New Pinstripes Board to increase the number of outstanding shares and thwart a takeover attempt;

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establishing a classified board of directors so that not all members of the New Pinstripes Board are elected at one time;

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the removal of directors only for cause and only by the affirmative vote of holders of 662∕3% of the voting power of all then outstanding shares of capital stock of New Pinstripes;

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prohibiting the use of cumulative voting for the election of directors;

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denying the stockholders the ability to call special meetings;

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the limitation of the liability of, and the indemnification of, the directors and officers of New Pinstripes;

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requiring the affirmative vote of holders of 662∕3% of the voting power of all then outstanding shares of capital stock of New Pinstripes to amend the Proposed Bylaws and specified sections of the Proposed Charter;

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requiring all stockholder actions to be taken at a meeting of our stockholders; and

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establishing advance notice requirements for nominations for election to the New Pinstripes Board or for proposing matters that can be acted upon by stockholders at stockholder meetings.

These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and cause us to take other corporate actions you desire. In addition, because the New Pinstripes Board is responsible for appointing the members of the New Pinstripes management team, these provisions could in turn affect any attempt by our stockholders to replace current members of the New Pinstripes management team.

In addition, Section 203 of the DGCL, to which we will be subject, prohibits us, except under specified circumstances, from engaging in any mergers, significant sales of stock or assets or business combinations with any stockholder or group of stockholders who owns at least 15% of our common stock.

The Proposed Charter will limit director and officer liability and will provide for director and officer indemnification.

The Proposed Charter will limit the liability of directors and officers to the maximum extent permitted by Delaware law. Delaware law provides that directors and officers of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors or officers, except for liability for any:

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breach of their duty of loyalty to New Pinstripes or its stockholders;

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act or omission not in good faith or that involve intentional misconduct or a knowing violation of law;

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unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL; or

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transactions for which the directors derived an improper personal benefit.

These limitations of liability do not apply to liabilities arising under the federal or state securities laws and do not affect the availability of equitable remedies such as injunctive relief or rescission. The Proposed Charter and the Proposed Bylaws will provide that New Pinstripes will indemnify its directors and officers to the fullest extent permitted by law. The Proposed Charter will also provide that New Pinstripes will be obligated to advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding. The limitation of liability in the Proposed Charter and Proposed Bylaws may discourage stockholders from bringing a lawsuit against directors and officers for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might provide a benefit to us and our stockholders. New Pinstripes’ results of operations and financial condition may be harmed to the extent New Pinstripes pays the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

Banyan currently is, and New Pinstripes will be, an “emerging growth company,” and we will be able to avail ourselves of reduced disclosure requirements applicable to emerging growth companies, which could make the New Pinstripes Class A Common Stock less attractive to investors.

Banyan currently is, and following the consummation of the Business Combination, New Pinstripes will be, an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Banyan has in this joint proxy statement/consent solicitation statement/prospectus taken advantage of, and New Pinstripes plans in future filings with the SEC to continue to take advantage of, certain exemptions from various reporting requirements that are applicable to public companies that are not “emerging growth companies,” including not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of certain golden parachute payments. As a result, New Pinstripes stockholders may not have access to certain information they may deem important. We cannot predict if investors will find the New Pinstripes Class A Common Stock less

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attractive because we may rely on these exemptions. If some investors find the New Pinstripes Class A Common Stock less attractive as a result, there may be a less active trading market for the New Pinstripes Class A Common Stock and our stock price may be more volatile. We may take advantage of these reporting exemptions until we are no longer an “emerging growth company.”

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as we are an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. Banyan has not elected to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, New Pinstripes, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of New Pinstripes’ financial statements with another public company which is not an emerging growth company or is an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used.

New Pinstripes will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of Banyan’s IPO, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of the New Pinstripes Class A Common Stock that is held by non-affiliates equals or exceeds $700 million as of the end of that year’s second fiscal quarter, and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period.

New Pinstripes may issue shares of preferred stock in the future, which could make it difficult for another company to acquire us or could otherwise adversely affect holders of the New Pinstripes Class A Common Stock, which could depress the price of the New Pinstripes Class A Common Stock.

Our Proposed Charter will authorize us to issue one or more series of preferred stock. The New Pinstripes Board will have the authority to determine the preferences, limitations and relative rights of the shares of preferred stock and to fix the number of shares constituting any series and the designation of such series, without any further vote or action by our stockholders. Our preferred stock could be issued with voting, liquidation, dividend and other rights superior to the rights of the New Pinstripes Class A Common Stock. The potential issuance of preferred stock may delay or prevent a change in control of us, discourage bids for the New Pinstripes Class A Common Stock at a premium to the market price and materially and adversely affect the market price and the voting and other rights of the holders of the New Pinstripes Class A Common Stock.

We will incur increased costs as a result of becoming a public company and in the administration of our organizational structure.

Following the closing of the Business Combination, as a public company, New Pinstripes will incur significant legal, accounting, insurance and other expenses that Pinstripes has not incurred as a private company, including costs associated with public company reporting requirements, and these expenses may increase even more after New Pinstripes is no longer an “emerging growth company.” The Sarbanes-Oxley Act, including the requirements of Section 404, as well as the rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder and the Public Company Accounting Oversight Board (the “PCAOB”) as well as the listing standards of the NYSE (or Nasdaq), impose additional reporting and other obligations on public companies. Compliance with public company requirements will increase costs and make certain activities more time-consuming. The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing as SEC reporting requirements continue to increase. For example, the SEC recently finalized rules that will increase reporting requirements with respect to cybersecurity, insider trading and 10b5-1 trading plans. We expect our compliance with these rules and regulations to increase our legal and financial costs and make some activities more time-consuming and costly. In estimating these costs, we took into account expenses related to insurance, legal, accounting and compliance activities, as well as other expenses not currently incurred.

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Changes in these laws and regulations could also make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on the New Pinstripes Board or our board committees or as our executive officers. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to the delisting of the New Pinstripes Class A Common Stock, fines, sanctions and other regulatory action and potentially civil litigation.

New Pinstripes may not be able to timely and effectively implement controls and procedures required by Section 404 of the Sarbanes-Oxley Act that will be applicable to us after the Business Combination and the transactions related thereto are consummated.

As a public company, New Pinstripes will be required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of internal control over financial reporting. To comply with the requirements of being a public company, New Pinstripes will be required to provide attestation on internal controls, and we may need to undertake various actions, such as implementing additional internal controls and procedures and hiring additional accounting or internal audit staff. The standards required for a public company under Section 404 of the Sarbanes-Oxley Act are significantly more stringent than those required of Pinstripes as a privately held company. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable to New Pinstripes after the Business Combination. If we are not able to implement the additional requirements of Section 404 in a timely manner or with adequate compliance, we may not be able to assess whether our internal controls over financial reporting are effective, which may subject us to adverse regulatory consequences and could harm investor confidence and the market price of our securities. Further, as an emerging growth company, our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal controls over financial reporting pursuant to Section 404 until the date we are no longer an emerging growth company. At such time, our independent registered public accounting firm may issue a report that is adverse in the event that it is not satisfied with the level at which the controls of New Pinstripes are documented, designed or operating.

New Pinstripes stockholders may be required to bring certain actions or proceedings relating to us in the Delaware Court of Chancery and certain actions asserting claims arising under the Securities Act in the federal district courts of the United States.

The Proposed Charter, which will become effective upon the closing of the Business Combination, will require, unless New Pinstripes consents in writing to an alternative forum, that the Delaware Court of Chancery be the sole and exclusive forum for: (1) derivative actions or proceedings brought on behalf of us; (2) actions asserting a claim of fiduciary duty owed by any of our directors, officers or employees to us or our stockholders; (3) civil actions to interpret, apply, enforce or determine the validity of the our certificate of incorporation or bylaws; or (4) actions asserting a claim governed by the internal affairs doctrine. Under the Proposed Charter, if the Delaware Court of Chancery lacks jurisdiction over any of the foregoing actions or proceedings, then the sole and exclusive forum for such actions or proceedings will be another state or federal court located in the State of Delaware, as long as such court has jurisdiction over the parties. Because these Delaware forum provisions require our stockholders to bring certain types of actions and proceedings relating to Delaware law in the Delaware Court of Chancery or another state or federal court located in the State of Delaware, they may prevent our stockholders from bringing such actions or proceedings in another court that a stockholder may view as more convenient, cost-effective or advantageous to the stockholder or the claims made in such action or proceeding, or may discourage them from bringing such actions or proceedings.

In addition, pursuant to the Proposed Charter, unless New Pinstripes consents in writing to an alternative forum, the U.S. federal district courts will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for any action asserting a claim arising under the Securities Act. This forum provision prevents our stockholders from bringing claims arising under the Securities Act in state court, which court our stockholders may view as more convenient, cost effective or advantageous to the claims made

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in such action and therefore may discourage such actions. While the Delaware Supreme Court has recently upheld provisions of the certificates of incorporation of other Delaware corporations that are similar to this forum provision and courts in California and New York have also upheld similar exclusive forum provisions, there is currently a circuit split as to whether exclusive forum provisions requiring derivative litigation to be filed in the Delaware Court of Chancery could foreclose a derivative suit alleging a violation of the Exchange Act.

Neither the Delaware nor the Securities Act forum provisions are intended by us to limit the forums available to our stockholders for actions or proceedings asserting claims arising under the Exchange Act, which are already limited to the federal courts of the United States pursuant to the Exchange Act.

Members of Pinstripes’ management team have no or limited experience in operating a public company.

Members of Pinstripes’ leadership team have no or limited experience in the management of a publicly traded company. Pinstripes’ management team may not successfully or effectively manage its transition to a public company following the Business Combination that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that an increasing amount of their time may be devoted to these activities, resulting in less time being devoted to the management and growth of New Pinstripes. New Pinstripes will likely be required to expand its employee base and hire additional employees to support its operations as a public company which will increase its operating costs in future periods.

Risks Related to the Ownership of Shares of the New Pinstripes Class A Common Stock

There can be no assurance that the New Pinstripes Class A Common Stock will be approved for listing on the NYSE (or Nasdaq) following the Closing, or if approved, that we will be able to comply with the continued listing standards of the NYSE (or Nasdaq).

The Units, Banyan Class A Common Stock and Banyan Public Warrants are currently listed on the NYSE. In connection with the Closing, we currently intend to apply to list the New Pinstripes Class A Common Stock (including New Pinstripes Class A Common Stock issuable upon conversion of New Pinstripes Class B Common Stock) on the NYSE under the symbol “PNST” and the New Pinstripes Warrants under the symbol “PNST WS.” However, we may elect to instead apply to list the New Pinstripes Class A Common Stock and the New Pinstripes Warrants on one of the three tiers Nasdaq, which has listing standards and corporate governance and other requirements for listed companies that differ in some respects from those of the NYSE, and our listing on which could be perceived as less favorable than a listing on the NYSE. As part of the application process, we are required to provide evidence that we are able to meet the initial listing requirements of the NYSE (or Nasdaq), which may depend, in part, on the number of shares of Banyan Class A Common Stock that are redeemed in connection with the Business Combination. The conditional approval of New Pinstripes’ listing application to the NYSE (or Nasdaq) is a condition to closing of the Business Combination, which condition may be waived by Banyan and Pinstripes.

If, after the Closing, the New Pinstripes’ Common Stock or the New Pinstripes Warrants are not listed on the NYSE, Nasdaq or another national stock exchange, New Pinstripes and its stockholders could face significant material adverse consequences, including:

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a limited availability of market quotations for our securities;

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reduced liquidity for our securities;

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a determination that the New Pinstripes Class A Common Stock is a “penny stock,” which would require brokers trading in the New Pinstripes Class A Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

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a limited amount of news and analyst coverage; and

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a decreased ability to issue additional securities or obtain additional financing in the future.

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The New Pinstripes Class A Common Stock has no prior public market.

Prior to the consummation of the Business Combination, there has been no public market for the New Pinstripes Class A Common Stock. We cannot assure you that an active trading market for the New Pinstripes Class A Common Stock will develop or be sustained after the closing of the Business Combination. If an active market does not develop, stockholders may have difficulty selling any shares of the New Pinstripes Class A Common Stock. This risk has been exacerbated in connection with the high level of redemptions of shares of Banyan Class A Common Stock in connection with the Extension Meeting and may be further exacerbated if there is a high level of redemptions of Public Shares in connection with the closing of the Business Combination that leads to a significantly reduced number of public stockholders holding New Pinstripes securities subsequent to the Closing.

If securities analysts do not publish research or reports about our business or if they publish negative evaluations of the New Pinstripes Class A Common Stock, the price of the New Pinstripes Class A Common Stock could decline.

The trading market for the New Pinstripes Class A Common Stock will rely in part on the research and reports that industry or financial analysts publish about New Pinstripes. We do not currently have and may never obtain research coverage by industry or financial analysts. If no or few analysts commence coverage of New Pinstripes, the trading price of our stock would likely decrease. Even if we do obtain analyst coverage, if one or more of the analysts covering our business downgrade their evaluations of our stock, the price of the New Pinstripes Class A Common Stock could decline. If one or more of these analysts cease to cover the New Pinstripes Class A Common Stock, we could lose visibility in the market for our stock, which in turn could cause the New Pinstripes Class A Common Stock price to decline.

If New Pinstripes’ operating and financial performance in any given period does not meet the guidance that we provide to the public, our stock price may decline.

New Pinstripes may provide public guidance on our expected operating and financial results for future periods. Any such guidance will be comprised of forward-looking statements subject to the risks and uncertainties described in this joint proxy statement/consent solicitation statement/prospectus and in our other public filings and public statements. Our actual results may not always be in line with or exceed any guidance we have provided, especially in times of economic uncertainty. If, in the future, our operating or financial results for a particular period do not meet any guidance we provide or the expectations of investment analysts, or if we reduce our guidance for future periods, the market price of the New Pinstripes Class A Common Stock may decline as well.

New Pinstripes’ operating and financial results forecast relies in large part upon assumptions and analyses developed by New Pinstripes. If these assumptions or analyses prove to be incorrect, New Pinstripes’ actual operating results may be materially different from forecasted results.

The projected financial and operating information appearing elsewhere in this joint proxy statement/consent solicitation statement/prospectus reflect current estimates of future performance and incorporate certain financial and operational assumptions, including the historical performance of Pinstripes’ legacy locations, the opening dates of new locations and their anticipated performance, that New Pinstripes will continue to execute with its current team, while also adding certain key hires, including a chief financial officer and a chief marketing officer and that New Pinstripes will incur additional costs in connection with becoming a public company. Although Zukin Certification Services, LLC expressed a view to the Banyan Board that there was a reasonable basis for the Initial Financial Projections, these assumptions are preliminary and there can be no assurance that the actual results upon which our assumptions are based will be in line with our expectations. Such financial projections, by their nature, become subject to greater uncertainty with each succeeding year. The projections are forward-looking statements that are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. See “Risk Factors — Risks Related to Our Business and Operations,” “Pinstripes’ Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Cautionary Note Regarding Forward-Looking Statements.” In addition, whether actual operating and financial results and business developments will be consistent with our expectations and assumptions as reflected in our forecast depends on a number

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of factors, many of which are outside our control, including, but not limited to the factors set forth under “Cautionary Note Regarding Forward-Looking Statements” Unfavorable changes in any of these or other factors, most of which are beyond our control, could materially and adversely affect our business, results of operations and financial results. Further, the Initial Financial Projections, which were the projected financial information upon which Zukin expressed a view, were updated on or about September 6, 2023 and November 21, 2023 in connection with outreach to potential investors for the contemplated PIPE Financing. For more information regarding Pinstripes’ projections, please see the section entitled “Proposal 1 — The Business Combination Proposal — Certain Pinstripes Projected Financial Information.”

The market price of the New Pinstripes Class A Common Stock may be volatile or may decline regardless of our operating performance, and you may lose some or all of your investment.

For purposes of the Business Combination, the parties ascribed a value of $10.00 per share to the Banyan Class A Common Stock. The closing price of the Banyan Class A Common Stock on November 29, 2023, the most recent practicable date prior to the date of this joint proxy statement/consent solicitation statement/prospectus, was $10.61. If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of Banyan’s securities prior to the Closing of the Business Combination may decline. The market values of Banyan’s securities at the time of the Business Combination may vary significantly from their prices on the date the Business Combination Agreement was executed, the date of this joint proxy statement/consent solicitation statement/prospectus, or the date on which our stockholders vote on the Business Combination.

In addition, following the Business Combination, fluctuations in the price of the securities of New Pinstripes could contribute to the loss of all or part of your investment. Prior to the Business Combination, there has not been a public market for Pinstripes’ stock, trading in the shares of Banyan Class A Common Stock has not been active, and the price of the Banyan Class A Common Stock has been supported by the assets in the Trust Account. Specifically, as of November 29, 2023, the most recent practicable date prior to the date of this joint proxy statement/consent solicitation statement/prospectus, there was approximately $42,782,827 in the Trust Account, representing $10.70 per Public Share outstanding. Each holder of Public Shares will have the right to redeem such for Public Shares for their pro rata portion of the amount in the Trust Account on the redemption date. Accordingly, the valuation ascribed to Banyan and the Banyan Class A Common Stock in the Business Combination may not be indicative of the price that will prevail in the trading market following the Business Combination. If, following the Business Combination, an active market for the New Pinstripes Class A Common Stock develops and continues, the trading price of these securities could be volatile and subject to wide fluctuations in response to various factors, some of which will be beyond New Pinstripes’ control. Any of the factors listed below could have a material adverse effect on any investment in New Pinstripes Class A Common Stock, and the New Pinstripes Class A Common Stock may trade at prices significantly below the current price of Banyan Class A Common Stock, which is currently supported by the assets in the Trust Account. In such circumstances, the trading price of New Pinstripes Class A Common Stock may not recover and may experience a further decline.

Factors affecting the trading price of New Pinstripes’ securities following the Business Combination may include:

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variations in our financial results or those of companies that are perceived to be similar to us;

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actions by us or our competitors, such as sales initiatives, acquisitions or restructurings;

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changes in our earnings estimates or expectations as to our future financial performance, as well as financial estimates by securities analysts and investors, and our ability to meet or exceed those estimates or expectations;

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additions or departures of key management personnel;

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legal proceedings involving our company, our industry, or both;

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changes in our capitalization, including future issuances of the New Pinstripes Class A Common Stock or the incurrence of additional indebtedness;

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changes in market valuations of companies similar to ours;

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the prospects of the industry in which we operate;

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actions by institutional and other stockholders;

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speculation or reports by the press or investment community with respect to us or our industry in general;

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general economic, market and political conditions; and

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other risks, uncertainties and factors described in this section entitled “Risk Factors” and in this joint proxy statement/consent solicitation statement/prospectus.

Stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies in New Pinstripes’ industry. These and other factors may cause the market price and demand for the New Pinstripes Class A Common Stock to fluctuate substantially, which may limit or prevent investors from readily selling their shares of the New Pinstripes Class A Common Stock and may otherwise negatively affect the liquidity of the New Pinstripes Class A Common Stock. In the past, stockholders have instituted securities class action litigation following periods of volatility in the market price of their common stock. If we were involved in securities litigation, we could incur substantial costs and our resources and the attention of management could be diverted from our business.

The cash backed value per share of New Pinstripes Class A Common Stock following the Business Combination will be substantially less than $10.00 per share.

Although the parties to the Business Combination have agreed the relative consideration to be provided to Pinstripes stockholders and Banyan stockholders on the basis that shares of New Pinstripes Class A Common Stock are valued at $10.00 per share, the cash backed value per share of New Pinstripes Class A Common Stock following the Business Combination will be substantially less than $10.00 per share. See “Questions and Answers About Business Combination — What is the expected per share value of the cash to be received by New Pinstripes in the Business Combination?” The cash held in the Trust Account as of November 29, 2023, the most recent practicable date prior to the date of this joint proxy statement/consent solicitation statement/prospectus was approximately $10.70 per Public Share. Public Stockholders who do not exercise redemptions right and thereby receive the applicable amount held in the Trust Account may hold securities that never obtain a value equal to or exceeding the per share value of the Trust Account.

Substantial future sales of the New Pinstripes Class A Common Stock, or the perception in the public markets that these sales may occur, may depress our stock price.

The market price of the New Pinstripes Class A Common Stock could decline significantly as a result of sales of a large number of shares of the New Pinstripes Class A Common Stock in the market after the closing of the Business Combination. These sales, or the perception that these sales might occur, could depress the market price of the New Pinstripes Class A Common Stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

All shares of New Pinstripes Class A Common Stock issued as merger consideration in the Business Combination will be freely tradable, subject to certain lock-ups, without registration under the Securities Act and without restriction by persons other than our “affiliates” (as defined under Rule 144 under the Securities Act, referred to herein as “Rule 144”) and persons who are affiliates of Pinstripes prior to the vote of the Pinstripes stockholders to approve the Business Combination, including our directors, executive officers and other affiliates. Upon the expiration or waiver of the lock-ups described above, shares held by certain of our stockholders will be eligible for resale, subject to, in the case of certain stockholders, New Pinstripes being current in its Exchange Act reporting as well as volume, manner of sale and other limitations under Rule 144 and/or Rule 145 under the Securities Act.

If our current stockholders sell substantial amounts of the New Pinstripes Class A Common Stock in the public market, or if the public perceives that such sales could occur, there could be an adverse impact on the market price of the New Pinstripes Class A Common Stock, even if there is no relationship between

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such sales and the performance of our business. In addition, if certain price targets for the New Pinstripes Class A Common Stock are reached, the Earnout Shares and Vesting Shares that will be initially subject to certain vesting conditions and transfer restrictions, will become freely tradeable. Additionally, if New Pinstripes’ public issuance of an earnings release for New Pinstripes’ fiscal quarter ending at the end of the EBITDA Earnout Period reports 2024 EBITDA equal or greater than $28,000,000, then one-hundred percent of the shares of new Pinstripes Series B-3 Common Stock will immediately vest and convert into shares of New Pinstripes Class A Common Stock and will become freely tradeable. The vesting and sale of the Earnout Shares, the Vesting Shares and the EBITDA Earnout Shares, or the perception that these sales could occur, could adversely impact the market price of New Pinstripes Class A Common Stock.

New Pinstripes also intends to enter into the A&R Registration Rights Agreement with the Sponsor Holders, certain of New Pinstripes’ stockholders and members of New Pinstripes’ management pursuant to which their shares of the New Pinstripes Class A Common Stock will be eligible for resale. New Pinstripes also intends to provide certain shelf registration rights following the completion of the Business Combination to register the resale of shares of New Pinstripes Class A Common Stock issuable upon, among other things the shares of New Pinstripes Class A Common Stock expected to be issued pursuant to the PIPE Financing. To the extent shares of the New Pinstripes Common Stock are registered for resale pursuant to such A&R Registration Rights Agreement or otherwise, such shares may be resold by the holders thereof, including our affiliates, without limitation under the Securities Act. See “Certain Relationships and Related Person Transactions — Related Person Transactions in Connection with the Business Combination — A&R Registration Rights Agreement.”

In addition, the shares of New Pinstripes Class A Common Stock reserved for future issuance under the 2023 EIP Plan and ESPP will become eligible for sale in the public market once those shares are issued, subject to any applicable vesting requirements, lockup agreements and other restrictions imposed by law. Assuming the Business Combination Proposal and the Listing Proposal are approved, the proposed 2023 EIP Plan will initially reserve for issuance in accordance with the terms of the 2023 EIP Plan an amount of shares of New Pinstripes Class A Common Stock equal to fifteen percent (15%) (inclusive of the unvested Pinstripes Options outstanding as of the Closing) of the number of shares of New Pinstripes Common Stock outstanding following the Closing on a fully diluted basis (as of the Closing Date) after giving effect to the Business Combination, including the PIPE Financing, determined assuming that no shares of Banyan Class A Common Stock held by Public Stockholders are redeemed and will provide for the assumption by New Pinstripes of existing Pinstripes equity awards and the ESPP will initially reserve for issuance an amount of shares of New Pinstripes Class A Common Stock equal to one percent (1%) of the number of shares of New Pinstripes Common Stock outstanding following the Closing on a fully diluted basis (as of the Closing Date) after giving effect to the Business Combination, including the PIPE Financing, determined assuming that no shares of Banyan Class A Common Stock held by Public Stockholders are redeemed. The 2023 EIP Plan will also provide for an “evergreen provision” pursuant to which the number of shares of New Pinstripes Class A Common Stock reserved for issuance pursuant to awards under such plan shall be increased on the first day of each calendar year, equal to the lesser of (a) fifteen percent (15%) of the aggregate number of shares of New Pinstripes Common Stock outstanding on the last day of the immediately preceding calendar year and (b) such smaller number of shares of New Pinstripes Class A Common Stock as determined by the New Pinstripes Board, or a duly authorized committee thereof. New Pinstripes is expected to file one or more registration statements on Form S-8 under the Securities Act to register shares of New Pinstripes Class A Common Stock or securities convertible into or exchangeable for shares of New Pinstripes Class A Common Stock issued pursuant to the 2023 EIP Plan or the ESPP. Any such Form S-8 registration statements will automatically become effective upon filing. Accordingly, shares registered under such registration statements will be available for sale in the open market and shares issued pursuant to the 2023 EIP Plan will result in dilution to our existing stockholders.

Also, in the future, we may issue shares of the New Pinstripes Class A Common Stock in connection with investments or acquisitions. The number of shares of the New Pinstripes Class A Common Stock issued in connection with an investment or acquisition could be material.

The historical financial results of Pinstripes and unaudited pro forma financial information included elsewhere in this joint proxy statement/consent solicitation statement/prospectus may not be indicative of what New Pinstripes’ actual financial position or results of operations would have been.

The historical financial results of Pinstripes included elsewhere in this joint proxy statement/consent solicitation statement/prospectus do not reflect the financial condition, results of operations or cash flows

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Pinstripes would have achieved as a public company during the periods presented or those New Pinstripes will achieve in the future. This is the result of the following factors, among others: (i) New Pinstripes will incur additional ongoing costs as a result of the Business Combination, including costs related to public company reporting, investor relations and compliance with the Sarbanes-Oxley Act; and (ii) New Pinstripes’ capital structure will be different from that reflected in Pinstripes’ historical financial statements. New Pinstripes’ financial condition and future results of operations could be materially different from amounts reflected in our historical financial statements included elsewhere in this joint proxy statement/consent solicitation statement/prospectus, so it may be difficult for investors to compare New Pinstripes’ future results to historical results or to evaluate our relative performance or trends in our business.

Similarly, Banyan and Pinstripes currently operate as separate companies and have had no prior history as a combined entity, and Pinstripes’ and New Pinstripes’ operations have not previously been managed on a combined basis. The unaudited pro forma financial information in this joint proxy statement/consent solicitation statement/prospectus is presented for illustrative purposes only and only and is not necessarily indicative of the financial position or results of operations that would have actually occurred had the Business Combination been completed at or as of the dates indicated, nor is it indicative of the future operating results or financial position of New Pinstripes. Furthermore, the unaudited pro forma financial information has been prepared based on a number of assumptions, including, but not limited to, the total debt obligations and the cash and cash equivalents of Pinstripes on the Closing Date, the terms of the PIPE Financing and the number of shares of Banyan Class A Common Stock that are redeemed in connection with the Business Combination. The assumptions used in preparing the pro forma financial information may not prove to be accurate and other factors may affect our financial condition or results of operations following the Closing.

Accordingly, the pro forma financial information may not be indicative of New Pinstripes’ future operating or financial performance and New Pinstripes’ actual financial condition and results of operations may vary materially from New Pinstripes’ pro forma results of operations and balance sheets included elsewhere in this joint proxy statement/consent solicitation statement/prospectus, including as a result of such assumptions not being accurate. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

It is not expected that New Pinstripes will pay any cash dividends in the foreseeable future after the Business Combination.

The continued operation and expansion of New Pinstripes’ business will require substantial funding. Accordingly, we do not currently expect to pay any cash dividends on shares of the New Pinstripes Class A Common Stock. Following completion of the Business Combination, any determination to pay dividends will be at the discretion of the New Pinstripes Board and will depend upon results of operations, financial conditions, contractual restrictions, restrictions imposed by applicable law and other factors the New Pinstripes Board deems relevant. Our ability to pay dividends are also restricted by the terms of Pinstripes’ current credit agreements and may be restricted by any future credit agreement or any future debt or preferred equity securities of ours or our subsidiaries. See the risk factor entitled “Our substantial indebtedness could have important adverse consequences and adversely affect our business, financial condition and results of operations.” Investors seeking cash dividends in the foreseeable future should not purchase our New Pinstripes Class A Common Stock.

New Pinstripes will be a holding company with no operations of its own, and will depend on its subsidiaries for cash.

New Pinstripes will be a holding company and will not have any material assets or operations other than ownership of equity interests of its subsidiaries. Its operations will be conducted almost entirely through its subsidiary, Pinstripes, and its ability to generate cash to meet its obligations or to pay dividends will be highly dependent on the earnings of, and receipt of funds from, Pinstripes through dividends or intercompany loans. The ability of Pinstripes or any other subsidiary to generate sufficient cash flow from future operations to allow New Pinstripes and them to make scheduled payments on their obligations will depend on their future financial performance, which will be affected by a range of economic, competitive and business factors, many of which will be outside of New Pinstripes’ control. New Pinstripes cannot assure

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you that the cash flow and future earnings of its operating subsidiaries will be adequate for its subsidiaries to service their debt obligations. If New Pinstripes’ subsidiaries do not generate sufficient cash flow from future operations to satisfy corporate obligations, New Pinstripes may have to: undertake alternative financing plans (such as refinancing), restructure debt, sell assets, reduce or delay capital investments, or seek to raise additional capital. New Pinstripes cannot assure you that any such alternative refinancing would be possible, that any assets could be sold, or, if sold, of the timing of the sales and the amount of proceeds realized from those sales, that additional financing could be obtained on acceptable terms, if at all, or that additional financing would be permitted under the terms of New Pinstripes’ various debt instruments then in effect. New Pinstripes’ inability to generate sufficient cash flow to satisfy its obligations, or to refinance our obligations on commercially reasonable terms, would have an adverse effect on its business, financial condition and results of operations. Furthermore, New Pinstripes and its subsidiaries may incur substantial additional indebtedness in the future that may severely restrict or prohibit New Pinstripes’ subsidiaries from making distributions, paying dividends or making loans to New Pinstripes.

We have broad discretion in the use of the net proceeds from the Business Combination and related financings and may not use them effectively.

We cannot specify with certainty the particular uses of the net proceeds we will receive in connection with the Business Combination, including the expected proceeds from the PIPE Financing and the funds remaining in the Trust Account following the Redemption. Our management will have broad discretion in the application of the net proceeds. Our management may spend a portion or all of the net proceeds in ways that our stockholders may not desire or that may not yield a favorable return. We intend to use the net proceeds for general corporate purposes as well as for investing in growth initiatives and maintaining a strong balance sheet. If we do not invest or apply the net proceeds from the Business Combination and related financings in ways that enhance stockholder value, we may fail to achieve expected financial results, which could cause our stock price to decline.

The Earnout Shares will be subject to the vesting and forfeiture conditions and restrictions on transfer set forth in the Proposed Charter and may never vest during the Earnout Period.

Banyan will issue to all persons who hold one or more shares of Pinstripes Common Stock immediately prior to the effective time of the Merger (including any shares of Pinstripes Common Stock issued in connection with the Pinstripes Preferred Conversion and the conversion of Pinstripes Warrants and Pinstripes Convertible Notes, but excluding any shares of Pinstripes Common Stock issued in connection with the conversion of the Series I Convertible Preferred Stock of Pinstripes) an aggregate of 5,000,000 Earnout Shares (pro rata to each such holder’s entitlement to consideration in connection with the Merger) as set forth on an allocation schedule to be delivered by Pinstripes to Banyan at least three business days prior to the Closing, which shares shall be subject to the vesting and forfeiture conditions and restrictions on transfer as implemented in the Proposed Charter by the issuance of 2,500,000 shares of New Pinstripes Series B-1 Common Stock and 2,500,000 shares of New Pinstripes Series B-2 Common Stock, which shall convert into shares of New Pinstripes Class A Common Stock upon the satisfaction of the vesting conditions described herein. See the section entitled “Description of the Securities — Authorized and Outstanding Stock — New Pinstripes Class B Common Stock.” If the shares of New Pinstripes Class A Common Stock do not achieve certain price targets, the Earnout Shares may never vest during the Earnout Period. The market price of the New Pinstripes Class A Common Stock may be volatile or may decline regardless of our operating performance. It is not possible to predict what the trading price of the New Pinstripes Class A Common Stock will be after the Closing, and the trading price of the New Pinstripes securities may fluctuate following the consummation of the Business Combination and can vary due to general economic conditions and forecasts, our general business condition, the release of our financial reports and the risks and uncertainties set forth under “— The market price of the New Pinstripes Class A Common Stock may be volatile or may decline regardless of our operating performance, and you may lose some or all of your investment.”

New Pinstripes may consummate a Change of Control transaction during the Earnout Period, and the Earnout Shares may not vest in connection with or prior to the consummation of a Change of Control.

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such Change of Control only if the price per share paid or payable to the stockholders of New Pinstripes in connection with such Change of Control is at or above certain price targets. The market price of the New Pinstripes Class A Common Stock may be volatile or may decline regardless of our operating performance. It is not possible to predict what the trading price of the New Pinstripes Class A Common Stock will be after the Closing, and the trading price of the New Pinstripes securities may fluctuate following the consummation of the Business Combination and can vary due to general economic conditions and forecasts, our general business condition, the release of our financial reports and the risks and uncertainties set forth under “— The market price of the New Pinstripes Class A Common Stock may be volatile or may decline regardless of our operating performance, and you may lose some or all of your investment.”

Risks Related to Banyan and the Business Combination

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” “our company” and “Banyan” in this subsection refer to Banyan Acquisition Corporation prior to the consummation of the Business Combination.

The consummation of the Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived, the Business Combination Agreement may be terminated in accordance with its terms and the Business Combination may not be completed.

The Closing is subject to a number of conditions which must be fulfilled in order to complete the Business Combination. Those conditions include, but are not limited to: approval of the proposals required to effect the Business Combination by Banyan and Pinstripes equityholders, as well as receipt of requisite regulatory approvals, absence of orders prohibiting completion of the Business Combination, effectiveness of the Registration Statement of which this joint proxy statement/consent solicitation statement/prospectus is a part, approval of the Banyan Class A Common Stock to be issued to Pinstripes equityholders for listing on NYSE (or Nasdaq), the accuracy of the representations and warranties by the Parties (subject to the materiality standards set forth in the Business Combination Agreement) and the performance by the Parties of their covenants and agreements set forth in the Business Combination Agreement. These conditions to the Closing of the Business Combination may not be fulfilled in a timely manner or at all, and, accordingly, the Closing of the Business Combination may be significantly delayed or not occur at all. In addition, Banyan and Pinstripes can mutually decide to terminate the Business Combination Agreement at any time, before or after stockholder approval, or Banyan or Pinstripes may elect to terminate the Business Combination Agreement in certain other circumstances. See “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — Conditions to the Closing of the Business Combination” and “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — Termination.”

The market price of shares of the New Pinstripes Class A Common Stock after the Business Combination may be affected by factors different from those currently affecting the prices of shares of Banyan Class A Common Stock.

Upon completion of the Business Combination, holders of securities of Banyan will become holders of New Pinstripes’ securities. Prior to the Business Combination, Banyan’s operations have been limited to the identification of a suitable target for a business combination. Upon completion of the Business Combination, New Pinstripes’ results of operations will depend upon the performance of Pinstripes’ businesses, which are affected by factors that are different from those currently affecting the results of operations of Banyan. See “Risk Factors — Risks Related to Our Business and Operations” for more information.

Because the Sponsor Group, including Banyan’s officers and directors, have interests that are different, or in addition to (and which may conflict with), the interests of the Public Stockholders, a conflict of interest may have existed in determining whether the Business Combination with Pinstripes is appropriate as our initial business combination. Such interests include that the Sponsor Group, as well as our officers and directors, will lose their entire investment in Banyan if our business combination is not completed.

When you consider the recommendation of the Banyan Board to vote in favor of approval of the Business Combination Proposal, you should keep in mind that the Sponsor Group, including Banyan’s

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officers and directors, have interests in such proposal that are different from, or in addition to, those of the Banyan stockholders generally. These interests include, among other things, the interests listed below:

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the fact that the Sponsor and Banyan’s officers and directors will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to stockholders rather than liquidate, in which case, such holders would lose their entire investment. As a result, the Sponsor as well as Banyan’s officers and directors may have a conflict of interest in determining whether Pinstripes is an appropriate business with which to effectuate a business combination and/or in evaluating the terms of the Business Combination, particularly given the upcoming termination date in Banyan’s existing governing documents as described further below;

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after the Closing falls as low as $4.55 per share, as the market value of the Sponsor Holders’ 2,396,250 vested Founder Shares would be approximately equal to their initial investment in Banyan;

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the fact that Banyan may be entitled to distribute or pay over funds held by Banyan outside the Trust Account to the Sponsor or any of its affiliates prior to the Closing;

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the fact that Keith Jaffee, the chief executive officer of Banyan, Jerry Hyman, the chairman of Banyan, and Otis Carter, a director of Banyan, hold (individually or through one or more investment vehicles) an aggregate of 84,000 shares of Pinstripes’ Series I Convertible Preferred Stock. Such stock will automatically convert upon Closing into New Pinstripes Class A Common Stock at a conversion rate of 2.5 shares of New Pinstripes Class A Common Stock for each share of Series I Convertible Preferred Stock of Pinstripes;

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the fact that the Sponsor Group will have paid an aggregate of approximately $12,985,000 for its investment in New Pinstripes, including the investments (directly or indirectly) of Keith Jaffee, the chief executive officer of Banyan, Jerry Hyman, the chairman of Banyan, and Otis Carter, a director of Banyan, in the Series I Financing, and, following the consummation of the Business Combination, the aggregate value of the Sponsor Group’s investment will be approximately $30,041,513, based upon the respective closing prices of the Banyan Class A Common Stock and Banyan Public Warrants on the NYSE on November 29, 2023.

These interests may have influenced the decision of the Banyan Board to approve the Business Combination and to continue to pursue such Business Combination. In considering the recommendations of the Banyan Board to vote for the Business Combination Proposal and other proposals, the Public Stockholders should consider these interests. In evaluating, negotiating and determining to recommend the Business Combination, the Banyan Board took into account these interests, as well as other factors, including the factors described in the section entitled “The Business Combination Proposal -Banyan Board Reasons for the Approval of the Business Combination” and the receipt by the Banyan Board of an opinion of its financial advisor regarding the fairness to Banyan of the consideration to be paid in the Business Combination. The Banyan Board was advised of and considered each of these interests and factors, and in evaluating and approving, as members of the Banyan Board, the Business Combination Agreement and related transactions, as a whole and, on balance, concluded that they supported a favorable determination that the Business Combination Agreement and the Business Combination are advisable and in the best interests of Banyan and its stockholders.

The fairness opinion obtained by the Banyan Board will not reflect changes, circumstances, developments or events that may have occurred or may occur (or information that may become, or may have become, available) after the date of the opinion.

Scalar has provided a fairness opinion to the Banyan Board stating that, as of the date of such opinion, and based upon and subject to the procedures followed, assumptions made, qualifications and limitations on review undertaken, and other matters considered by Scalar in preparing such opinion, the Consideration (as defined in such opinion) to be paid by the Banyan to the Pinstripes stockholders pursuant to the Business Combination Agreement is fair from a financial point of view to the Public Stockholders (for purposes of such opinion and this summary, other than the Excluded Parties), without giving effect to any impact of the Transaction on any particular Public Stockholder other than in its capacity as a Public Stockholder.

The Banyan Board has not obtained an updated fairness opinion as of the date of this joint proxy statement/consent solicitation statement/prospectus from Scalar, and the Banyan Board does not expect to receive an updated fairness opinion prior to the completion of the Transaction.

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The opinion does not reflect changes, circumstances, developments or events that may have occurred or may occur (or information that may become, or may have become, available) after the date of the opinion, including changes in the operations and prospects of Banyan or Pinstripes, the November Updated Financial Projections (as defined below) or any other updated financial projections, regulatory or legal changes, general market and economic conditions and other factors that may be beyond the control of Banyan and Pinstripes and on which the fairness opinion was based, and that may alter the value of Banyan and Pinstripes or the prices of the Banyan Class A Common Stock or the Pinstripes Stock prior to consummation of the Transaction. The value of the Banyan Class A Common Stock and the Pinstripes Stock has fluctuated since, and could be materially different from its value as of, the date of Scalar’s opinion, and Scalar’s opinion does not address the prices at which the New Pinstripes Class A Common Shares, Banyan Class A Common Stock, Banyan Class B Common Stock, or other securities or financial instruments of or relating to Banyan may trade. The opinion does not speak as of the time the Transaction will be completed or as of any date other than the date of such opinion. Banyan does not anticipate asking Scalar to update Scalar’s opinion, and Scalar does not have an obligation or responsibility to update, revise or reaffirm its opinion based on circumstances, developments or events that may have occurred or may occur (or information that may become, or may have become, available) after the date of the opinion. The written opinion of Scalar is attached as Annex F to this joint proxy statement/consent solicitation statement/prospectus and is incorporated by reference herein.

Because we offered our Units to the public at a price per unit of $10.00 in the IPO, and our Trust Account initially contained $10.20 per Public Share and as of November 29, 2023, the Trust Account contained $10.70 per Public Share, public stockholders may be incentivized to redeem their Public Shares at the time of the Business Combination.

We offered our Units to the public at a price per unit of $10.00 in the IPO, and our Trust Account contained $10.20 per share of Banyan Class A Common Stock at the closing of the IPO. This is different than some other similarly structured blank check companies for which the trust account only contains $10.00 per share of Class A common stock. In addition, the Trust Account has generated more interest that originally assumed due to rising interest rates in 2023, and as a result, as of November 29, 2023, the most recent practicable date prior to the date of this joint proxy statement/consent solicitation statement/prospectus, the Trust Account contained $10.70 per Public Share. As a result of the additional funds that could be available to public stockholders upon redemption of Banyan Class A Common Stock, our Public Stockholders may be more incentivized to redeem their Public Shares and not to hold their shares through the Business Combination. A higher percentage of redemptions by our Public Stockholders will decrease the public float of New Pinstripes.

The Sponsor Holders have agreed to vote in favor of certain proposals at the Special Meeting, regardless of how Public Stockholders vote.

Unlike many other blank check companies in which the initial stockholders agree to vote their founder shares in accordance with the majority of the votes cast by the public stockholders in connection with an initial business combination, the Sponsor Holders have agreed to vote any Banyan Common Stock owned by them in favor of the Business Combination Proposal and the other proposals to be presented at the Special Meeting. As of the date hereof, the Founder Shares held by the Sponsor Holders represent approximately 64.4% of the voting power of the outstanding Banyan Common Stock. Accordingly, the affirmative vote of Public Stockholders is not required to adopt the Business Combination Proposal and receipt of the necessary stockholder approvals is virtually assured.

If the PIPE Financing is not identified by Banyan or such PIPE Financing, if identified, is consummated on different terms than those currently contemplated or fails to close and sufficient stockholders exercise their redemption rights in connection with the Business Combination, Banyan may lack sufficient funds to consummate the Business Combination.

The obligation of Pinstripes to consummate the transactions pursuant to the Business Combination Agreement is subject to a condition that the aggregate cash proceeds available to fund the balance sheet of Banyan is at least $75,000,000.

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A PIPE Financing may not be identified by Banyan and, if identified, may be consummated on different terms than those currently contemplated or may not close in connection with the Business Combination. The PIPE Financing is currently contemplated to consist of an issuance of shares of New Pinstripes Class A Common Stock; however, there can be no assurances that the PIPE Financing will be consummated on such terms. Banyan will update this joint proxy statement/consent solicitation statement/prospectus with additional information following the entry into any subscription agreements for the PIPE Financing. Furthermore, the PIPE Financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. Further, if a larger number of shares are submitted for redemption than Banyan currently expects and such redemptions or other conditions are determined to result in a failure to satisfy the Minimum Cash Amount, Banyan may lack sufficient funds to consummate the Business Combination. In addition, to the extent a larger number of shares are submitted for redemption or Banyan does not raise sufficient funds in the PIPE Financing, New Pinstripes could waive the minimum cash condition and be required to make significant adjustments to its business plans in light of available capital resources. For example, New Pinstripes could have to reduce future costs, which could materially impact its business plan or require New Pinstripes not to pursue some of its strategic objectives.

The Sponsor Holders, the Insiders, advisors and their affiliates may elect to purchase shares of Banyan Class A Common Stock or Banyan Public Warrants from public stockholders, which may influence the vote on the Business Combination and reduce the public “float” of our securities.

At any time prior to the special meeting of stockholders during which they are not aware of any material non-public information about Banyan or its securities, the Sponsor Holders, the Insiders, advisors and their affiliates may purchase Public Shares or Banyan Public Warrants in privately negotiated transactions or in the open market either prior to or following the completion of the Business Combination. Any such price per share may be different than the amount per share a public stockholder would receive if it elected to redeem its shares in connection with the Business Combination; however, in such transactions, the purchase price for the Banyan Common Stock will not exceed the redemption price. Additionally, at any time at or prior the Business Combination, subject to applicable securities laws (including with respect to material non-public information), the Sponsor, our directors and officers or any of their respective affiliates may enter into transactions with investors and others to provide them with incentives to acquire Public Shares, vote their Public Shares in favor of the Business Combination or not redeem their Public Shares. For example, the Sponsor entered into Non-Redemption Agreements in connection with the Extension Meeting, pursuant to which the Sponsor agreed to transfer 1,018,750 shares of Banyan Class B Common Stock to certain investors in Banyan in exchange for such investors agreeing not to redeem their Banyan Class A Common Stock in connection with the Extension Meeting.

In addition, if such purchases are made, the public “float” of our securities and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

Banyan will not have any right to make damage claims against Pinstripes’ stockholders for the breach of any representation, warranty or covenant made by Pinstripes in the Business Combination Agreement.

The Business Combination Agreement provides that all of the representations, warranties and covenants of the parties contained therein shall not survive the Closing, except for those covenants that by their terms

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apply or are to be performed in whole or in part after the Closing, and then only with respect to breaches occurring after Closing. Accordingly, there are no remedies available to the parties with respect to any breach of the representations, warranties, covenants or agreements of the parties to the Business Combination Agreement after the Closing of the Business Combination, except for covenants to be performed in whole or in part after the Closing. As a result, Banyan will have no remedy available to it if the Business Combination is consummated and it is later revealed that there was a breach of any of the representations, warranties and covenants made by Pinstripes at the time of the Business Combination.

Banyan does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete a business combination with which a substantial majority of our stockholders do not agree.

Our Existing Charter does not provide a specified maximum redemption threshold, except that in no event will we redeem our Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to our initial business combination. As a result, we may be able to complete the Business Combination even if a substantial majority of our remaining public stockholders do not agree with the transaction and have redeemed their shares. Pursuant to the Extension Amendment Redemptions, holders of 20,151,313 shares of Banyan Class A Common Stock already exercised their right to redeem their shares for cash. In the event the aggregate cash consideration we would be required to pay for all remaining Public Shares that are validly submitted for redemption plus any amount required to satisfy the Minimum Cash Amount pursuant to the terms of the Business Combination Agreement or $5,000,001 of net tangible assets, exceeds the aggregate amount of cash available to us, we will not complete the Business Combination or redeem any shares, and all shares of Banyan Class A Common Stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination (including, potentially, with the same target).

In order to effectuate an initial business combination, blank check companies have, in the past, amended various provisions of their charters and modified governing instruments, including their warrant agreements. We cannot assure our stockholders that we will not seek to amend our Existing Charter or governing instruments, including our warrant agreement, in a manner that will make it easier for us to complete the Business Combination and that some of our stockholders or Banyan Public Warrant holders may not support.

In order to effectuate an initial business combination, blank check companies have, in the past, amended various provisions of their charters and modified governing instruments, including their warrant agreements. For example, blank check companies have amended the definition of business combination, increased redemption thresholds, extended the time to consummate an initial business combination and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. We cannot assure our stockholders that we will not seek to amend our charter or governing instruments or extend the time to consummate an initial business combination in order to effectuate the Business Combination. To the extent any such amendment would be deemed to fundamentally change the nature of any of our registered securities, we would register, or identify an exemption from registration for, the affected securities.

Banyan and Pinstripes will incur significant transaction and transition costs in connection with the Business Combination.

Banyan and Pinstripes expect to incur up to approximately $20.0 million of estimated costs in connection with consummating the Business Combination, and further significant recurring costs in connection with operating as a public company following the consummation of the Business Combination. Banyan and Pinstripes may also incur additional costs to retain key employees. Certain transaction expenses incurred in connection with the Business Combination Agreement (including the Business Combination), including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be paid by out of the proceeds of the Business Combination or by New Pinstripes following the Closing.

While both Banyan and Pinstripes have assumed that a certain level of expenses would be incurred in connection with the Business Combination, there are many factors beyond Banyan’s and Pinstripes’ control

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that could affect the total amount of, or the timing of, anticipated expenses with respect to the integration and implementation of the combined businesses. Additional unanticipated costs may be incurred in the course of conducting the business of New Pinstripes after the completion of the Business Combination.

The directors and officers of Banyan and Pinstripes officers could still be subject to potential liability from claims arising from conduct alleged to have occurred prior to the Business Combination. As a result, in order to protect the directors and officers of Banyan and Pinstripes, New Pinstripes is required to purchase additional insurance with respect to any such claims (“run-off insurance”). The need for run-off insurance will be an added expense for New Pinstripes.

The Public Stockholders do not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate their investment, therefore, Public Stockholders may be forced to sell their Public Shares and/or Banyan Public Warrants, potentially at a loss.

Our current Public Stockholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of: (1) our completion of an initial business combination, and then only in connection with those shares of Banyan Class A Common Stock that such stockholder properly elects to redeem, subject to the limitations described herein; (2) the redemption of any Public Shares properly submitted for redemption in connection with a stockholder vote to amend our Existing Charter (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination within the combination period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity; and (3) the redemption of our Public Shares if we have not completed an initial business combination within the combination period, subject to applicable law and as further described herein. Pursuant to the Extension Amendment Redemptions, holders of 20,151,313 shares of Banyan Class A Common Stock already exercised their right to redeem their shares for cash at an approximate price of $10.42 per share, for an aggregate payment of $210,031,815. In no other circumstances will a stockholder have any right or interest of any kind to or in the Trust Account. Holders of Banyan Public Warrants will not have any right to the proceeds held in the Trust Account with respect to the Banyan Public Warrants. Accordingly, to liquidate an investment, public stockholders may be forced to sell their Public Shares and/or Banyan Public Warrants, potentially at a loss.

Delays in completing the Business Combination may substantially reduce the expected benefits of the Business Combination.

Satisfying the conditions to, and the completion of, the Business Combination may take longer than, and could cost more than, Banyan expects. Pursuant to the Existing Charter, Banyan must complete a business combination by December 24, 2023. Any delay in completing or any additional conditions imposed in order to complete the Business Combination may materially adversely affect the benefits that Banyan expects to achieve from the Business Combination, particularly if such delay extends beyond the December 24, 2023 deadline under the Existing Charter.

Stockholder litigation could prevent or delay the closing of the Business Combination or otherwise negatively impact our business, operating results and financial condition.

Banyan or New Pinstripes may incur additional costs in connection with the defense or settlement of any stockholder litigation in connection with the proposed Business Combination. Litigation may adversely affect Banyan’s ability to consummate the proposed Business Combination or require New Pinstripes to incur substantial costs and divert the resources and the attention of management following the completion of the Business Combination. Banyan and New Pinstripes could incur significant costs in connection with any such litigation, including costs associated with the indemnification of obligations to Banyan’s or New Pinstripes’ directors. If a plaintiff were to secure injunctive or other relief prohibiting, delaying or otherwise adversely affecting Banyan’s ability to complete the proposed Business Combination, then such injunctive or other relief may prevent the proposed Business Combination from becoming effective within the expected time frame or at all.

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If we are deemed to be an investment company under the Investment Company Act, we may be forced to abandon our efforts to complete the Business Combination and instead be forced to liquidate.

On March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”), relating, among other things, to circumstances in which special purpose acquisition companies (“SPACs”) such as Banyan could potentially be subject to the Investment Company Act of 1940 and the regulations thereunder (the “Investment Company Act”). The SPAC Rule Proposals would provide a safe harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria. To comply with the duration limitation of the proposed safe harbor, a SPAC would have a limited time period to announce and complete a de-SPAC transaction. Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a SPAC to file a report on Form 8-K announcing that it has entered into an agreement with a target company for an initial business combination no later than 18 months after the effective date of the registration statement relating to the SPAC’s initial public offering. Such SPAC would then be required to complete its initial business combination no later than 24 months after the effective date of the registration statement relating to its initial public offering.

It is a condition to closing of the Business Combination that Banyan not be an investment company within the meaning of the Investment Company Act. If we do not complete the Business Combination by January 19, 2024, which is 24 months from our IPO, it is possible that a claim could be made that we have been operating as an unregistered investment company. If we were deemed to be an investment company for purposes of the Investment Company Act, we might be forced to abandon our efforts to complete the Business Combination and instead be required to liquidate. If we are required to liquidate, our investors would not be able to realize the benefits of owning stock in a successor operating business, including the potential appreciation in the value of our shares following such a transaction.

The funds in the Trust Account have, since our IPO, been held only in U.S. government securities within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in an open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by Banyan. However if we determine it is necessary, to mitigate potential risk of our being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act, as amended), we may, at any time, instruct Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government securities or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in demand deposit accounts or certificates of deposit until the earlier of consummation of the Business Combination or liquidation, which may reduce the dollar amount our public stockholders would receive upon any redemption or liquidation of Banyan.

Banyan’s independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about Banyan’s ability continue as a “going concern.”

As of September 30, 2023, Banyan had incurred and expects to continue to incur costs in pursuit of its financing and acquisition plans. Banyan cannot assure you that its plans to raise capital or to consummate an initial business combination will be successful. If Banyan is unable to raise additional funds to alleviate liquidity needs and complete a business combination by December 24, 2023 (as such date may be extended by approval of the Banyan Stockholders), then Banyan will cease all operations except for the purpose of liquidating. The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about Banyan’s ability to continue as a going concern. The financial statements contained elsewhere in this joint proxy statement/consent solicitation statement/prospectus do not include any adjustments that might result from our inability to continue as a going concern.

Banyan identified a material weakness in its internal control over financial reporting and may identify additional material weaknesses in the future, or fail to maintain an effective system of internal control over financial reporting, which may result in material misstatements of its financial statements or cause it to fail to meet its periodic reporting obligations.

In connection with the review of Banyan’s financial statements as of and for the three and nine months ended September 30, 2023, Banyan identified a material weakness in our internal control over financial

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reporting related to the accrual of legal fees. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. Management, with oversight from the board of directors and the audit committee of the board of directors will implement a remediation plan for this material weakness, including, Banyan’s principal executive officer or principal financial and accounting officer obtaining confirmation of billed and unbilled legal fees directly from Banyan’s legal counsels through the end of each reporting period. Banyan cannot be certain as to the timing of completion of its evaluation, testing, and remediation actions or their effect on its operations.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to complete the Business Combination, and results of operations.

We are subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements, and the requirements continue to expand. For example, the SEC recently finalized rules that will increase reporting requirements with respect to cybersecurity, insider trading and 10b5-1 trading plans. Compliance with, and the monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to complete the Business Combination, and results of operations.

On March 30, 2022, the SEC announced the SPAC Rule Proposals that, if adopted, would, among other things: (i) require SPACs to include additional and/or enhanced disclosure about conflicts of interest, compensation paid to sponsors, sources of dilution and the fairness of proposed business combination transactions in certain instances, (ii) prohibit SPACs from taking advantage of the liability safe harbor in the Private Securities Litigation Reform Act of 1995 regarding forward-looking statements in SEC filings and with respect to business combination transactions, (iii) deem underwriters in a SPAC’s initial public offering to be underwriters in any subsequent de-SPAC transaction when certain conditions are met, (iv) deem other parties involved in a de-SPAC transaction to be underwriters when certain conditions are met, (v) implement new and more onerous requirements regarding the use of financial projections in filings with the SEC, including in connection with SPAC business combination transactions and (vi) provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities. Although the SEC has indicated that it expects to take action with respect to the final rules in October 2023, there can be no assurance as to if or when the new proposed rules and amendments will be adopted by the SEC or, if adopted, as to any changes that may be made to such proposed rules and amendments prior to their adoption or as to when the new rules and amendments would become effective. If the new rules and amendments are adopted and become effective, they could have a material adverse effect on our business, including our ability to complete the Business Combination.

Subsequent to the consummation of the Business Combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause stockholders to lose some or all of their investment.

Although we have conducted due diligence on Pinstripes, we cannot assure our stockholders that this diligence revealed all material issues that may be present with Pinstripes’ business, that it would be possible to uncover all material issues through a customary amount of due diligence or that factors outside of Pinstripes’ and our control will not later arise. As a result of these factors, we may be forced to later write down or write off assets, restructure our operations or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about

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us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by Pinstripes or by virtue of our obtaining post-combination debt financing. Accordingly, any stockholder or warrant holder who chooses to remain a stockholder or warrant holder, respectively, following the Business Combination could suffer a reduction in the value of their securities. Such stockholders and warrant holders are unlikely to have a remedy for such reduction in value.

In the event that a significant number of Public Shares are redeemed, New Pinstripes’ securities may become less liquid following the Business Combination.

Pursuant to the Extension Amendment Redemptions, holders of 20,151,313 shares of Banyan Class A Common Stock already exercised their right to redeem their shares for cash. Following the Business Combination, as a result of potential additional redemptions, Banyan may be left with a significantly smaller number of stockholders. As a result, trading in the shares of New Pinstripes may be limited, and your ability to sell your shares in the market could be adversely affected. New Pinstripes intends to apply to list the New Pinstripes Class A Common Stock on the NYSE (or Nasdaq), and the NYSE (or Nasdaq) may not list New Pinstripes’ securities, which could limit investors’ ability to make transactions in Banyan’s securities and subject Banyan to additional trading restrictions. See “— There can be no assurance that the New Pinstripes Class A Common Stock will be approved for listing on the NYSE (or Nasdaq) following the Closing, or if approved, that we will be able to comply with the continued listing standards of the NYSE (or Nasdaq).”

New Pinstripes’ stockholders may not have the same benefits as an investor in an underwritten public offering.

New Pinstripes will become a publicly listed company upon the completion of the Business Combination. The Business Combination and the transactions described in this joint proxy statement/consent solicitation statement/prospectus are not an underwritten initial public offering of New Pinstripes’ securities and differ from an underwritten initial public offering in several significant ways.

Because there are no underwriters engaged in connection with the Business Combination, prior to the opening of trading on the NYSE (or Nasdaq) on the trading day immediately following the Closing, there will be no book building process and no price at which underwriters initially sold shares to the public to help inform efficient and sufficient price discovery with respect to the initial post-closing trades on the NYSE (or Nasdaq). Therefore, buy and sell orders submitted prior to and at the opening of initial post-closing trading of the New Pinstripes Class A Common Stock on the NYSE (or Nasdaq) will not have the benefit of being informed by a published price range or a price at which the underwriters initially sold shares to the public, as would be the case in an underwritten initial public offering. There will be no underwriters assuming risk in connection with an initial resale of shares of the New Pinstripes Class A Common Stock or helping to stabilize, maintain or affect the public price of the New Pinstripes Class A Common Stock following the Closing. Moreover, Banyan will not engage in, and have not and will not, directly or indirectly, request the financial advisors to engage in, any special selling efforts or stabilization or price support activities in connection with the New Pinstripes Class A Common Stock that will be outstanding immediately following the Closing. All of these differences from an underwritten public offering of New Pinstripes’ securities could result in a more volatile price for the New Pinstripes Class A Common Stock.

Further, there will not be a traditional “roadshow” with underwriters prior to the opening of initial post-closing trading of the New Pinstripes Class A Common Stock on the NYSE (or Nasdaq). There can be no guarantee that any information made available in this joint proxy statement/consent solicitation statement/prospectus and/or otherwise disclosed or filed with the SEC will have the same impact on investor education as a traditional “roadshow” conducted in connection with an underwritten initial public offering. As a result, there may not be efficient or sufficient price discovery with respect to the New Pinstripes Class A Common Stock or sufficient demand among potential investors immediately after the Closing, which could result in a more volatile price for the New Pinstripes Class A Common Stock.

In addition, the Sponsor Holders, as well as their respective affiliates and permitted transferees, have interests in the Business Combination that are different from or are in addition to our stockholders and that would not be present in an underwritten public offering of Pinstripes’ securities. Such interests may have influenced the Banyan Board in making its recommendation that you vote in favor of the approval of the Business Combination Proposal and the other proposals described in this joint proxy statement/consent

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solicitation statement/prospectus. See “— Because the Sponsor Group, including Banyan’s officers and directors, have interests that are different, or in addition to (and which may conflict with), the interests of the Public Stockholders, a conflict of interest may have existed in determining whether the Business Combination with Pinstripes is appropriate as our initial business combination. Such interests include that the Sponsor Group, as well as our officers and directors, will lose their entire investment in Banyan if our business combination is not completed.”

Such differences from an underwritten public offering may present material risks to unaffiliated investors that would not exist if Pinstripes became a publicly listed company through an underwritten initial public offering instead of upon completion of the Business Combination.

Banyan public stockholders that do not redeem their common stock will have a reduced ownership and voting interest after the Business Combination and will exercise less influence over management of New Pinstripes.

Upon the issuance of New Pinstripes Class A Common Stock in connection with the Business Combination, the percentage ownership of Public Stockholders that do not redeem their shares of Banyan Class A Common Stock will be diluted. The percentage of the New Pinstripes Class A Common Stock that will be owned by Public Stockholders as a group will vary based on the number of Banyan Class A Common Stock for which the holders thereof request redemption in connection with the Business Combination, the number of New Pinstripes Class A Common Stock issued in the PIPE Financing, and the total number of shares of New Pinstripes Class A Common Stock issued to the investors in the Series I Financing. To illustrate the potential ownership percentages of Public Stockholders under different redemption levels, based on the number of issued and outstanding shares of Banyan Class A Common Stock on November 29, 2023, and based on the New Pinstripes Class A Common Stock expected to be issued in the Business Combination and the New Pinstripes Class A Common Stock expected to be issued pursuant to the PIPE Financing and the Series I Financing, non-redeeming public stockholders, as a group, will own:

•

if there are no redemptions of Banyan Class A Common Stock, 11.5% of the New Pinstripes Class A Common Stock expected to be outstanding immediately after the Business Combination; or

•

if there are maximum redemptions, 2.3% of the New Pinstripes Class A Common Stock expected to be outstanding immediately after the Business Combination.

Because of this, Public Stockholders, as a group, will have less influence on the board of directors, management and policies of New Pinstripes than they now have on the board of directors, management and policies of Banyan. For further discussion of the assumptions underlying the no redemptions and maximum redemptions scenarios set forth above, please see “Unaudited Pro Forma Condensed Combined Financial Information.”

To the extent Banyan raises more than an aggregate of $75,000,000 of gross proceeds in the PIPE Financing and the Series I Financing, Banyan public stockholders’ ownership of the New Pinstripes Class A Common Stock will be further diluted.

Banyan has a limited ability to assess the management of Pinstripes’ business and, as a result, cannot assure you that Pinstripes’ management has all the skills, qualifications, or abilities to manage a public company.

Banyan’s ability to assess Pinstripes’ management may be limited due to a lack of time, resources, or information. Banyan’s assessment of the capabilities of Pinstripes’ management, therefore, may prove to be incorrect, and Pinstripes management may lack the skills, qualifications, or abilities that Banyan believed Pinstripes management had. Should Pinstripes’ management not possess the skills, qualifications, or abilities necessary to manage a public company, the operations and profitability of New Pinstripes post- Business Combination may be negatively impacted.

Banyan and Pinstripes will be subject to business uncertainties while the Business Combination is pending.

Uncertainty about the closing or effect of the Business Combination may affect the relationship between Banyan and Pinstripes and their respective suppliers, users, distributors, licensors, and licensees during the pendency of the Business Combination. Any such impact may have an adverse effect on Banyan

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or Pinstripes, and consequently on New Pinstripes. These uncertainties may cause parties that deal with Banyan or Pinstripes to seek to change existing business relationships with them and to delay or defer decisions concerning Banyan or Pinstripes. Changes to existing business relationships, including termination or modification, could negatively affect each of Banyan’s and Pinstripes’ revenue, earnings and cash flow, as well as the market price of Banyan’s shares of common stock. Adverse effects arising from the pendency of the Business Combination could be exacerbated by any delays in closing of the Business Combination or termination of the Business Combination Agreement.

During the pendency of the Business Combination, Banyan and Pinstripes may not be able to enter into a business combination with another party because of restrictions in the Business Combination Agreement, which could adversely affect their respective businesses. Furthermore, certain provisions of the Business Combination Agreement may discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Business Combination Agreement.

Covenants in the Business Combination Agreement impede the ability of Banyan and Pinstripes to make acquisitions or complete other transactions that are not in the ordinary course of business pending completion of the Business Combination. As a result, if the Business Combination is not completed, the parties may be at a disadvantage to their competitors during that period. In addition, while the Business Combination Agreement is in effect, each party is generally prohibited from soliciting, initiating, encouraging or entering into certain extraordinary transactions, such as a merger, sale of assets or other business combination outside the ordinary course of business, with any third party. Any such transactions could be favorable to such party’s shareholders or stockholders, respectively.

Banyan may amend the terms of its warrants in a manner that may be adverse to holders of Banyan Public Warrants with the approval by the holders of at least 65% of the then outstanding Banyan Public Warrants. As a result, the exercise price of the Banyan Public Warrants could be increased, the exercise period could be shortened and the number of shares of our Class A Common Stock purchasable upon exercise of a Banyan Public Warrant could be decreased, all without the approval of the holders thereof.

The Banyan Public Warrants were issued and registered under the Warrant Agreement. The Warrant Agreement provides that the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correct any mistake, including to conform the provisions of the Warrant Agreement to the description of the terms of the warrants and the Warrant Agreement set forth in the IPO prospectus, or defective provision or (ii) adding or changing any provisions with respect to matters or questions arising under the Warrant Agreement as the parties to the Warrant Agreement may deem necessary or desirable and that the parties deem to not adversely affect the interest of the registered holders of the warrants; provided that the approval by the holders of at least 65% of the then outstanding Banyan Public Warrants is required to make any change that adversely affects the interests of the registered holders of Banyan Public Warrants. Accordingly, Banyan may amend the terms of the Banyan Public Warrants in a manner adverse to a holder if holders of at least 65% of the then outstanding Banyan Public Warrants approve of such amendment and, solely with respect to any amendment to the terms of the Banyan Private Placement Warrants or any provision of the warrant agreement with respect to the Banyan Private Placement Warrants, 65% of the number of the then outstanding Banyan Private Placement Warrants. Although Banyan’s ability to amend the terms of the Banyan Public Warrants with the consent of at least 65% of the then outstanding Banyan Public Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash, shorten the exercise period or decrease the number of shares of the Banyan Class A Common Stock purchasable upon exercise of a warrant.

Banyan’s Warrants are accounted for as a warrant liability and were recorded at fair value upon issuance, with changes in fair value each period reported in earnings, which may have an adverse effect on the market price of our common stock.

Banyan accounts for its Warrants as a warrant liability which Banyan recorded at fair value upon their issuance, with any changes in fair value each period reported in earnings as determined by us based upon a valuation report obtained from Banyan’s independent third party valuation firm. As such, when Banyan’s stock price increases, the fair value of the warrant liability would increase, and Banyan would be required

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to recognize an expense associated with this change in fair value. Similarly, when Banyan’s stock price decreases, the fair value of the warrant liability would decrease, and Banyan would be required to recognize a gain associated with this change in fair value. The impact of changes in fair value on earnings may have an adverse effect on the market price of Banyan’s common stock.

Even if Banyan consummates the Business Combination, there is no guarantee that the New Pinstripes Public Warrants will ever be in the money, and they may expire worthless.

The exercise price for Banyan Public Warrants is $11.50 per Banyan Class A Common Stock and, if the Business Combination is consummated, the Banyan Public Warrants will be exchanged for New Pinstripes Public Warrants. There is no guarantee that the New Pinstripes Public Warrants will ever be in the money prior to their expiration and, as such, the New Pinstripes Public Warrants may expire worthless.

Banyan may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

Banyan has the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of the Banyan Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period commencing once the warrants become exercisable and ending on the third trading day prior to the date on which Banyan gives proper notice of such redemption and provided certain other conditions are met. If and when the warrants become redeemable by Banyan, Banyan may not exercise its redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or it is unable to effect such registration or qualification. Banyan will use its best efforts to register or qualify such shares of common stock under the blue sky laws of the state of residence in those states in which the warrants were offered. Redemption of the outstanding warrants could force you (i) to exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants. None of the Banyan Private Placement Warrants will be redeemable by Banyan so long as they are held by the Sponsor, the IPO Underwriters or their permitted transferees. The closing price for the Banyan Class A Common Stock as of November 29, 2023, the most recent practicable date prior to the date of this joint proxy statement/consent solicitation statement/prospectus was $10.61 and has never exceeded the $18.00 threshold that would trigger the right to redeem the Banyan Public Warrants following the Closing.

In addition, we have the ability to redeem all, but not less than all, of the outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant, provided that the last reported sales price of the Banyan Class A Common Stock equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading-day period ending on the third trading day prior to the date on which we give proper notice of such redemption to the warrants holders and provided certain other conditions are met, including that holders will be able to exercise their warrants on a “cashless basis” prior to redemption for a number of shares of Banyan Class A Common Stock determined based on the period of time to expiration of the warrants and the redemption fair market value of the Banyan Class A Common Stock, both as set forth in a table in the Warrant Agreement. See “Description of Securities — Warrants —Redemption of warrants when the price per share of New Pinstripes Class A Common Stock equals or exceeds $10.00.” If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. The value received upon exercise of the warrants (1) may be less than the value the holders would have received if they had been able to exercise their warrants at a later time at which the underlying share price is higher and (2) may not compensate the holders for the value of the warrants, including because the number of shares received on a cashless exercise basis is capped at 0.361 of a share of Banyan Class A Common Stock per warrant (subject to adjustment) irrespective of the remaining life of the warrants. If the

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closing price of the Banyan Class A Common Stock is less than $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading-day period ending on the third trading day prior to the date on which we give proper notice of such redemption to the warrants holders, we may only redeem the warrants in accordance with these provisions if we concurrently redeem the outstanding Banyan Private Placement Warrants on the same terms.

The closing price of the Banyan Class A Common Stock for 20 trading days within a 30-trading-day period ending as of November 29, 2023, the most recent practicable date prior to the date of this joint proxy statement/consent solicitation statement/prospectus, would have exceeded the $10.00 closing price threshold but would have been lower than the $18.00 closing price threshold. It is not possible to predict what the trading price of the New Pinstripes Class A Common Stock will be after the Closing, and the trading price of the New Pinstripes securities may fluctuate following the consummation of the Business Combination and can vary due to general economic conditions and forecasts, our general business condition, the release of our financial reports and the risks and uncertainties set forth under “— Risks Related to the Ownership of Shares of the New Pinstripes Class A Common Stock — The market price of the New Pinstripes Class A Common Stock may be volatile or may decline regardless of our operating performance, and you may lose some or all of your investment.”

In the event Banyan (or New Pinstripes) determines to redeem the warrants, holders of our redeemable warrants would be notified of such redemption as described in our warrant agreement. Specifically, in the event that Banyan (or New Pinstripes) elects to redeem all of the redeemable warrants as described above, Banyan (or New Pinstripes) will fix a Redemption Date. Notice of redemption will be mailed by first class mail, postage prepaid, by Banyan (or New Pinstripes) not less than 30 days prior to the Redemption Date to the registered holders of the redeemable warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in the manner provided in the warrant agreement will be conclusively presumed to have been duly given whether or not the registered holder received such notice. Accordingly, if a holder fails to actually receive the notice of or otherwise fails to respond on a timely basis, it could lose the benefit of being a holder of a Banyan Public Warrant. In addition, beneficial owners of the redeemable warrants will be notified of such redemption via New Pinstripes’ posting of the redemption notice to the DTC.

Public stockholders who redeem their Public Shares may continue to hold any warrants they own, which results in additional dilution to non-redeeming holders upon exercise of the warrants.

Public Stockholders that redeem their shares may continue to hold any warrants they owned prior to redemption, which results in additional dilution to non-redeeming holders upon exercise of such warrants. Assuming all redeeming Public Stockholders acquired Units in the IPO and continue to hold the warrants that were included in the Units, the redeeming Public Stockholders would recoup their entire investment and continue to hold warrants with an aggregate market value of $2,656,500 (based on the market price of $0.22 of the Banyan Public Warrants as of November 29, 2023), while non-redeeming Public Stockholders would suffer additional dilution in their percentage ownership and voting interest in New Pinstripes upon exercise of the warrants held by redeeming Public Stockholders. Pursuant to the Extension Amendment Redemptions, holders of 20,151,313 shares of Banyan Class A Common Stock have already exercised their right to redeem their shares for cash.

Banyan’s warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with Banyan.

Banyan’s warrant agreement provides that, subject to applicable law, (i) any action, proceeding or claim against Banyan arising out of or relating in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) Banyan irrevocably submits to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. Banyan has waived any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

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Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope the forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “NY Foreign Action”) in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (a “NY Enforcement Action”), and (y) having service of process made upon such warrant holder in any such NY Enforcement Action by service upon such warrant holder’s counsel in the NY Foreign Action as agent for such warrant holder. Notwithstanding the foregoing, these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.

This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, Banyan may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect Banyan’s business, financial condition and results of operations and result in a diversion of the time and resources of Banyan’s management and board of directors.

Banyan may not be able to consummate the Business Combination or another initial business combination within the required time period, in which case it would cease all operations except for the purpose of winding up and it would redeem the Banyan Class A Common Stock and liquidate, in which case the holders of Banyan Class A Common Stock may only receive $10.70 per share (subject to increase for any additional interest earned in the Trust Account), or less than such amount in certain circumstances, and the warrants will expire worthless.

Banyan’s Existing Charter provides that if Banyan does not complete an initial business combination by December 24, 2023 (as such date may be extended by approval of the Banyan Stockholders), it will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Banyan Class A Common Stock, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account not previously released to the corporation to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding Banyan Class A Common Stock, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Banyan’s remaining stockholders and board of directors, liquidate and dissolve, subject in each case to Banyan’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to Banyan’s warrants, which will expire worthless if Banyan fails to complete an initial business combination within the required period.

Risks Related to the Redemption

There is no guarantee that a public stockholder’s decision whether to redeem their stock for a pro rata portion of the Trust Account will put such stockholder in a better future economic position.

No assurance can be given as to the price at which a stockholder may be able to sell its Public Shares in the future following the completion of the Business Combination. Certain events following the consummation of any business combination, including the Business Combination, may cause an increase in our stock price, and may result in a lower value realized now than a Banyan stockholder might realize in the future had the stockholder not elected to redeem the Public Shares owned by such stockholder. Similarly, if a Public Stockholder does not redeem their stock, such stockholder will bear the risk of ownership of the New Pinstripes Class A Common Stock after the consummation of the Business Combination, and there can be no assurance that a stockholder can sell their shares in the future for a greater amount than the redemption price set forth in this joint proxy statement/consent solicitation statement/prospectus. A Banyan stockholder should consult its own tax and/or financial advisors for assistance on how this may affect their individual situation.

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If a stockholder fails to receive notice of our offer to redeem our Public Shares in connection with the Business Combination, or fails to comply with the redemption requirements specified in this joint proxy statement/consent solicitation statement/prospectus, they will not be entitled to redeem their Public Shares for a pro rata portion of the funds held in the Trust Account.

We will comply with the proxy rules when conducting redemptions in connection with the Business Combination. Despite our compliance with these rules, if a stockholder fails to receive or review this joint proxy statement/consent solicitation statement/prospectus, such stockholder may not become aware of the opportunity to redeem their shares. In addition, this joint proxy statement/consent solicitation statement/prospectus describes the various procedures that must be complied with in order to validly redeem Public Shares. If a holder properly seeks redemption of their shares as described in this joint proxy statement/consent solicitation statement/prospectus and the Business Combination with Pinstripes is consummated, Banyan will redeem such shares for a pro rata portion of funds deposited in the Trust Account and the holder will no longer own such shares following the Business Combination. In the event that a stockholder fails to comply with these procedures, its shares will not be redeemed. See the section entitled “Special Meeting of Banyan Stockholders — Redemption Rights” for additional information on how to exercise your redemption rights.

If you or a “group” of stockholders of which you are a part are deemed to hold an aggregate of more than 15% of the Public Shares, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such shares in excess of 15% of the Public Shares.

A public stockholder, together with any of its affiliates or any other person with whom it is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its Public Shares or, if part of such a group, the group’s Public Shares, in excess of 15% of the Public Shares issued in the IPO without the consent of Banyan. Your inability to redeem any such excess Public Shares could result in your suffering a material loss on your investment in Banyan if you sell such excess Public Shares in open market transactions. Banyan cannot assure you that the value of such excess Public Shares will appreciate over time following the Business Combination or that the market price of the Public Shares will exceed the per-share redemption price. However, Banyan’s stockholders’ ability to vote all of their Public Shares (including such excess shares) for or against the Business Combination Proposal is not restricted by this limitation on redemption.

If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than $10.20 per share.

Our placing of funds in the Trust Account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our public stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third-party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will enter into an agreement with a third-party that has not executed a waiver only if management believes that such third-party’s engagement would be significantly more beneficial to us than any alternative.

Examples of possible instances where we may engage a third-party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where we are unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of our Public Shares, if we have not completed our initial

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business combination within the required time period, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the ten years following redemption. Accordingly, the per-share redemption amount received by public stockholders could be less than the $10.20 per Public Share initially held in the Trust Account, due to claims of such creditors.

Our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third-party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.20 per Public Share (subject to increase for any additional amounts deposited into the Trust Account in respect of any funded extension period) or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of interest which may be withdrawn to pay taxes, except as to any claims by a third-party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third-party, our Sponsor will not be responsible to the extent of any liability for such third-party claims. However, we believe that our Sponsor’s only assets are securities of our company. Accordingly, we believe it is unlikely that our Sponsor would be able to satisfy those obligations. We have not asked our Sponsor to reserve for such obligations, and therefore, no funds are currently set aside to cover any such obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for our initial business combination and redemptions could be reduced to less than $10.20 per Public Share (subject to increase for any additional amounts deposited into the Trust Account in respect of any funded extension period). In such event, we may not be able to complete our initial business combination, and our public stockholders would receive such lesser amount per share in connection with any redemption of Public Shares. None of our directors or officers will indemnify us for claims by third parties, including, without limitation, claims by vendors and prospective target businesses.

Our directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our public stockholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of (1) $10.20 per Public Share or (2) such lesser amount per share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of interest which may be withdrawn to pay taxes, and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against the Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to our public stockholders may be reduced below $10.20 per share.

If, after we distribute the proceeds in the Trust Account to our Public Stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of the Banyan Board may be viewed as having breached their fiduciary duties, thereby exposing the members of the Banyan Board and us to claims seeking damages, including potential punitive damages.

If, after we distribute the proceeds in the Trust Account to our Public Stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer,” a “fraudulent conveyance” or a “voidable transfer.” As a result, a bankruptcy court could seek to recover some or all amounts received by our stockholders. In addition, the Banyan Board may be viewed as having breached its fiduciary duty and/or having acted in bad faith by paying public

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stockholders from the Trust Account prior to addressing the claims of creditors, thereby exposing itself and us to claims seeking damages, including potential punitive damages.

If, before distributing the proceeds in the Trust Account to our Public Stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to our Public Stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by our Public Stockholders in connection with our liquidation would be reduced.

Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of our Trust Account distributed to our public stockholders upon the redemption of our Public Shares in the event we do not complete our initial business combination within the required time period may be considered a liquidating distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.

Because we do not intend to comply with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the ten years following our dissolution. However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, consultants, etc.) or prospective target businesses. If our plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. We cannot assure our stockholders that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of our Trust Account distributed to our public stockholders upon the redemption of our Public Shares in the event we do not complete our initial business combination within the required time period is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.

Risks Related to Taxation

A new 1% U.S. federal excise tax could be imposed on us in connection with redemptions by us of our shares in connection with the Business Combination or otherwise.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. Effective with respect to repurchases after December 31, 2022, the IR Act provides for a U.S. federal 1%

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excise tax on certain repurchases of stock by “covered corporations” (generally, publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations). The excise tax is imposed on the repurchasing corporation itself, not its stockholders from whom shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased during the taxable year, net of the fair market value of certain new stock issuances during the same taxable year. In addition, the excise tax does not apply to the extent the applicable redemption is treated as a “dividend” for United States federal income tax purposes. Certain other exceptions apply to the excise tax. The Treasury Department and the Internal Revenue Service recently issued interim guidance addressing certain key aspects of the excise tax, on which taxpayers can rely until issuance of forthcoming proposed regulations, which are anticipated to be generally retroactive to January 1, 2023 when finalized. Significantly, the interim guidance clarifies that a complete liquidation of a covered corporation is not generally subject to the excise tax. To the extent there is any redemption or other repurchase in connection with the Business Combination or otherwise, such redemption or other repurchase may be subject to the excise tax under the IR Act. If Banyan does not either complete the Business Combination or liquidate by December 31, 2023, Banyan may be subject to the excise tax imposed by the IR Act with respect of the Extension Amendment Redemptions.

If the Business Combination does not qualify as a tax-free reorganization under Section 368(a) of the Code, holders of Pinstripes common stock receiving Banyan common stock in connection with the Business Combination may incur greater U.S. federal income tax liability as a result of the Business Combination.

Pinstripes and Banyan intend for the Business Combination to be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code. However, neither Pinstripes nor Banyan has requested, or intends to request, a ruling from the IRS, with respect to the tax considerations of the Business Combination, and there can be no assurance that the companies’ position would be sustained by a court if challenged by the IRS. Accordingly, if the IRS or a court determines that the Business Combination does not qualify as a reorganization under Section 368(a) of the Code and is therefore a taxable transaction for U.S. federal income tax purposes, holders of Pinstripes common stock receiving Banyan common stock in connection with the Business Combination generally would recognize taxable gain or loss on their receipt of the same in connection with the Business Combination.

Risks if the Business Combination Is Not Consummated

You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your Public Shares and/or warrants, potentially at a loss.

Our Public Stockholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of: (1) our completion of the Business Combination, and then only in connection with those shares of Banyan Class A Common Stock that such stockholder properly elects to redeem, subject to the limitations described herein; (2) the redemption of any Public Shares properly submitted for redemption in connection with a stockholder vote to amend our Existing Charter (A) to modify the substance or timing of our obligation to allow redemption in connection with the Business Combination or to redeem 100% of our Public Shares if we do not complete the Business Combination within the combination period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity; and (3) the redemption of our Public Shares if we have not completed an initial business combination within the combination period, subject to applicable law and as further described herein. In no other circumstances will a stockholder have any right or interest of any kind to or in the Trust Account. Holders of warrants will not have any right to the proceeds held in the Trust Account with respect to the warrants. Accordingly, to liquidate an investment, public stockholders may be forced to sell their Public Shares and/or warrants, potentially at a loss.

Our ability to complete the Business Combination or another initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. It may also have the effect of heightening many of the other risks described in this “Risk Factors” section, such as those related to the market for our securities and cross-border transactions.

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If we have not completed the Business Combination with Pinstripes within the combination period, nor have completed another business combination within such period, in each case, as such may be extended pursuant to Banyan’s organizational documents, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, if any (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and the Banyan Board, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such case, our public stockholders may receive only $10.20 per share, or less than $10.20 per share on the redemption of their shares, and our Warrants will expire worthless. See “— If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than $10.20 per share” and other risk factors included in this joint proxy statement/consent solicitation statement/prospectus. Further, if we do not either complete the Business Combination or liquidate by December 31, 2023, we may be subject to the excise tax imposed by the IR Act with respect of the Extension Amendment Redemptions. In connection with the Extension Amendment, we agreed that funds in the Trust Account, including any interest thereon, will not be used to pay for any such excise tax liabilities. Because the excise tax would be payable by Banyan and the Sponsor and not by holders, the mechanics of any required payment of the excise tax have not been determined.

Risks if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is not approved, and an insufficient number of votes have been obtained to authorize the consummation of the Business Combination, the Banyan Board may not have the ability to adjourn the Special Meeting to a later date in order to solicit further votes, and, therefore, the Business Combination will not be approved.

The Banyan Board is seeking approval to adjourn the Special Meeting to a later date or dates if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are insufficient Banyan Common Stock represented (either in person or by proxy) to approve the Business Combination Proposal, the Charter Amendment Proposal, the Governance Proposals, the Listing Proposal, the Equity Incentive Plan Proposal or the ESPP Proposal. If the Adjournment Proposal is not approved, the Banyan Board may not have the ability to adjourn the Special Meeting to a later date and, therefore, the Business Combination would not be completed.

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TICKER SYMBOLS, MARKET PRICE AND DIVIDEND INFORMATION

Banyan

Units, Common Stock and Warrants

Banyan Class A Common Stock and Banyan Public Warrants are currently listed on the NYSE under the symbols “BYN” and “BYN WS,” respectively. Certain of our shares of Banyan Class A Common Stock and Banyan Public Warrants currently trade as Units consisting of one share of Banyan Class A Common Stock and one-half of one redeemable warrant and are listed on the NYSE under the symbol “BYN.U.” The Units will automatically separate into their component securities upon consummation of the Business Combination and, as a result, will no longer trade as an independent security. Upon the Closing, we intend to change our name from “Banyan Acquisition Corporation” to “Pinstripes Holdings, Inc.” We intend to apply for listing, to be effective at the time of the Business Combination, of the New Pinstripes Class A Common Stock (including New Pinstripes Class A Common Stock issuable upon conversion of New Pinstripes Class B Common Stock) and the New Pinstripes Warrants on the NYSE (or Nasdaq) under the proposed symbols “PNST” and “PNST WS.”

Market Price

The closing price of the Units, Banyan Class A Common Stock and Banyan Public Warrants on June 22, 2023, the last trading day before announcement of the execution of the Business Combination Agreement, was $10.38, $10.36 and $0.048, respectively. There is no public market for Banyan Class B Common Stock.

Holders of the Banyan Public Units, Banyan Class A Common Stock and Banyan Public Warrants should obtain current market quotations for their securities. The market price of Banyan’s securities could vary at any time before the Business Combination.

Holders

As of November 20, 2023, there was one holder of record of our units, two holders of record of Banyan Class A Common Stock, seven holders of record of Banyan Class B Common Stock, one holder of record of Banyan Public Warrants and three holders of record of Banyan Private Placement Warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose units, shares of Banyan Class A Common Stock and Banyan Public Warrants are held of record by banks, brokers and other financial institutions.

Dividend Policy

Banyan has not paid any cash dividends on its shares of common stock to date and does not intend to pay any cash dividends prior to the completion of the Business Combination. The payment of cash dividends in the future will be dependent upon the New Pinstripes’ revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business Combination. The payment of any cash dividends subsequent to a Business Combination will be within the discretion of the New Pinstripes Board at such time.

Pinstripes

There is no public market for shares of Pinstripes’ equity securities.

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SPECIAL MEETING OF BANYAN STOCKHOLDERS

General

Banyan is furnishing this joint proxy statement/consent solicitation statement/prospectus to its stockholders as part of the solicitation of proxies by the Banyan Board for use at the Special Meeting of its stockholders to be held on December 20, 2023 and at any adjournment or postponement thereof. This joint proxy statement/consent solicitation statement/prospectus provides Banyan’s stockholders with information they need to know to be able to vote or direct their vote to be cast at the Special Meeting.

Date, Time and Place of Special Meeting

The Special Meeting will be held on December 20, 2023, at 10:00 a.m., Eastern Time, via a virtual meeting, or at such other time, on such other date and at such place to which the meeting may be postponed or adjourned.

If you hold your Banyan stock through a bank or broker, you will need to contact the Transfer Agent to receive a control number. If you plan to vote at the Special Meeting, you will need to have a legal proxy from your bank or broker, or if you would like to join and not vote, the Transfer Agent can issue you a guest control number with proof of ownership. Either way you must contact the Transfer Agent for specific instructions on how to receive the control number. The Transfer Agent can be contacted at the number or email address above. Please allow up to 72 hours prior to the meeting for processing your control number.

You can pre-register to attend the virtual Special Meeting starting December 18, 2023 at 10:00 a.m., Eastern Time (two business days prior to the meeting date). Enter the following URL address into your browser https://www.cstproxy.com/banyanacquisition/sm2023, enter your control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. At the start of the Special Meeting, you will need to log in again using your control number and will also be prompted to enter your control number if you want to vote during the Special Meeting.

On or about December 4, 2023, Banyan commenced mailing this joint proxy statement/consent solicitation statement/prospectus and the enclosed form of proxy to its stockholders entitled to vote at the Special Meeting. You may attend the Special Meeting and vote your shares electronically during the Special Meeting via live audio webcast by visiting https://www.cstproxy.com/banyanacquisition/sm2023. You will need the control number that is printed on your proxy card to enter the Special Meeting. Banyan recommends that you log in at least 15 minutes before the meeting to ensure you are logged in when the Special Meeting starts. Please note that you will not be able to attend the Special Meeting in person.

Purpose of the Special Meeting

At the Special Meeting, Banyan stockholders are being asked to vote on the following proposals:

the Business Combination Proposal;

the Charter Amendment Proposal;

the Governance Proposals;

the Listing Proposal;

the Equity Incentive Plan Proposal;

the ESPP Proposal; and

the Adjournment Proposal (if necessary).

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Each of the Condition Precedent Proposals is conditioned on the approval of each of the other Condition Precedent Proposals. The Condition Precedent Proposals, the Governance Proposals and the ESPP Proposal will be presented to the stockholders for a vote only if the Business Combination Proposal is approved. The Adjournment Proposal is not conditioned upon the approval of any other proposal.

Record Date; Who is Entitled to Vote

The Sponsor Holders have agreed to vote their shares of Converted Banyan Class A Common Stock and shares of Banyan Class B Common Stock and any Public Shares purchased during or after the IPO, in favor of the proposals to be voted upon at the Special Meeting. As of the date hereof, the Sponsor Holders own approximately 64.4% of the total outstanding Banyan Common Stock.

Quorum and Required Vote for Proposals for the Special Meeting

A quorum of Banyan stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the voting power of all outstanding shares of Banyan Common Stock entitled to vote as of the Record Date at the Special Meeting is represented at the Special Meeting virtually or by proxy. Abstentions will be counted as present for the purpose of determining a quorum. The Sponsor Holders, which currently hold approximately 64.4% of the issued and outstanding shares of Banyan Common Stock, will count towards this quorum. As of the Record Date, 5,621,844 shares of Banyan Common Stock would be required to be present at the Special Meeting virtually or by proxy to achieve a quorum.

Approval of the Charter Amendment Proposal requires the affirmative vote of 65% of the then outstanding shares of Banyan Common Stock, voting together as a single class, at a meeting at which a quorum is present. Approval of the Business Combination Proposal, the Governance Proposals (each which is a non-binding, advisory vote), the Listing Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal require the affirmative vote of a majority of the votes cast by holders of shares of the issued and outstanding Banyan Common Stock, voting together as a single class, at a meeting at which a quorum is present.

Consummation of the Business Combination is conditioned on the approval of each of the Condition Precedent Proposals and each of the Condition Precedent Proposals is conditioned on the approval of each other Condition Precedent Proposal. The Adjournment Proposal and the Governance Proposals are not conditioned on the approval of any other proposal. If the Business Combination Proposal is not approved, the other proposals (except the Adjournment Proposal) will not be presented to the stockholders for a vote. It is important for you to note that in the event that each of the Condition Precedent Proposals does not receive the requisite vote for approval, then the Business Combination may not be consummated. If Banyan does not consummate the Business Combination and fails to complete an initial business combination by December 24, 2023 (as such date may be extended by approval of the Banyan Stockholders), Banyan will be required to dissolve and liquidate its Trust Account by returning the then-remaining funds in such account to the Public Stockholders.

Based on the ownership of the Sponsor Holders of the outstanding Converted Banyan Class A Common Stock and Banyan Class B Common Stock, which vote together with the Banyan Class A Common Stock as a single class, constituting the Banyan Common Stock, on each of the above proposals, except the Charter Amendment Proposal, which requires the holders of 65% of the then outstanding shares of Banyan Common Stock, voting together as a single class, the Sponsor Holders can approve each of the above proposals without the affirmative vote of any of the Public Stockholders.

Abstentions and Broker Non-Votes

Abstentions are considered present for the purposes of establishing a quorum and will have the same effect as a vote “AGAINST” the Charter Amendment Proposal only.

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Under the NYSE rules, if a stockholder holds their shares in “street” name through a bank, broker or other nominee and the stockholder does not instruct their broker, bank or other nominee how to vote their shares on a proposal, the broker, bank or other nominee has the authority to vote the shares in its discretion on certain “routine” matters. However, banks, brokers and other nominees are not authorized to exercise their voting discretion on any “non-routine” matters. This can result in a “broker non-vote,” which occurs on a proposal when (i) a bank, broker or other nominee has discretionary authority to vote on one or more “routine” proposals to be voted on at a meeting of stockholders, (ii) there are one or more “non-routine” proposals to be voted on at the meeting for which the bank, broker or other nominee does not have authority to vote without instructions from the beneficial owner of the shares and (iii) the beneficial owner fails to provide the bank, broker or other nominee with voting instructions on a “non-routine” matter.

We believe that all of the proposals to be voted on at the Special Meeting will be considered non-routine matters. As a result, if you hold your shares in street name, your bank, brokerage firm or other nominee cannot vote your shares on any of the proposals to be voted on at the Special Meeting without your instruction.

Because all of the proposals to be voted on at the Special Meeting are “non-routine” matters, banks, brokers and other nominees will not have authority to vote on any proposals unless instructed, so Banyan does not expect there to be any broker non-votes at the Special Meeting.

Recommendation of the Banyan Board

The Banyan Board has determined that the Business Combination, on the terms and conditions set forth in the Business Combination Agreement, is advisable and in the best interests of Banyan and its stockholders and has directed that the proposals set forth in this joint proxy statement/consent solicitation statement/prospectus be submitted to its stockholders for approval at the Special Meeting on the date and at the time and place set forth in this joint proxy statement/consent solicitation statement/prospectus. The Banyan Board recommends that Banyan’s stockholders vote “FOR” the Business Combination Proposal, “FOR” the Charter Amendment Proposal, “FOR” the Governance Proposals, “FOR” the Listing Proposal, “FOR” the Equity Incentive Plan Proposal, “FOR” the ESPP Proposal, and “FOR” the Adjournment Proposal (if necessary). See the section of this joint proxy statement/consent solicitation statement/prospectus entitled “— The Banyan Board’s Reasons for the Approval of the Business Combination” for additional information.

Banyan’s directors and officers may have financial interests in the Business Combination that are different from, or in addition to, their interests as stockholders of Banyan and the interests of stockholders of Banyan generally. The existence of financial and personal interests of one or more of Banyan’s directors may result in a conflict of interest on the part of such director(s) between what they may believe is in the best interests of Banyan and its stockholders and what they may believe is best for themselves in determining to recommend that stockholders vote for the proposals. See the section of this joint proxy statement/consent solicitation statement/prospectus entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

Voting Your Shares

If you were a holder of record of Banyan Common Stock as of the close of business on November 20, 2023, the Record Date for the Special Meeting, you may vote with respect to the proposals virtually at the Special Meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. Your proxy card shows the number of Banyan Common Stock that you own. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

There are three ways to vote your Banyan Common Stock at the Special Meeting:

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accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 5:00 p.m., Eastern Time, on December 19, 2023.

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before the Special Meeting or at the Special Meeting by doing any one of the following:

•

you may send another proxy card with a later date;

•

you may notify Banyan’s Chief Executive Officer in writing to Banyan Acquisition Corporation, 400, Skokie Blvd, Suite 820, Northbrook, Illinois 60062, before the Special Meeting that you have revoked your proxy; or

•

you may attend the Special Meeting, revoke your proxy, and vote online, as indicated above.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker for information on how to change or revoke your voting instructions.

Vote of Banyan’s Sponsor, Directors and Officers

The Banyan Sponsor Holders entered into a Letter Agreement to vote their Converted Banyan Class A Common Stock, Banyan Class B Common Stock and any Public Shares purchased during or after the IPO, in favor of the Business Combination Proposal and the other proposals to be voted upon at the Special Meeting. As of the date hereof, the Banyan Sponsor Holders own approximately 64.4% of the total outstanding Banyan Common Stock.

No Additional Matters May Be Presented at the Special Meeting

The Special Meeting has been called only to consider the approval of the Business Combination Proposal, the Charter Amendment Proposal, the Governance Proposals (each of which is a non-binding, advisory vote), the Listing Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal (if necessary). Under Banyan’s bylaws, no other matters may be considered at the Special Meeting if they are not included in this joint proxy statement/consent solicitation statement/prospectus, which serves as the notice of the Special Meeting.

Who Can Answer Your Questions about Voting Your Shares?

If you are a Banyan stockholder and have any questions about how to vote or direct a vote in respect of your Banyan Common Stock, you may call Morrow Sodali, our proxy solicitor, by calling (800) 662-5200 (toll-free), or banks and brokers can call (203) 658-9400, or by emailing BYN.info@investor.morrowsodali.com.

Redemption Rights

Holders of Public Shares may seek to redeem their shares for cash, regardless of whether they vote for or against, or whether they abstain from voting on, the Business Combination Proposal. Any stockholder

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holding Public Shares may demand that Banyan redeem such shares for a full pro rata portion of the Trust Account (which, for illustrative purposes, was $10.70 per share as of November 29, 2023, the most recent practicable date prior to the date of this joint proxy statement/consent solicitation statement/prospectus), calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable). If a holder properly seeks redemption as described in this section and the Business Combination is consummated, Banyan will redeem these shares for a pro rata portion of funds deposited in the Trust Account and the holder will no longer own these shares following the Business Combination.

As a Public Stockholder, you will be entitled to receive cash for any Public Shares to be redeemed only if you:

(i)

hold Banyan Class A Common Stock;

(ii)

submit a written request to Continental, Banyan’s transfer agent, in which you (i) request that Banyan redeem all or a portion of your Banyan Class A Common Stock for cash, and (ii) identify yourself as the beneficial holder of the Banyan Class A Common Stock and provide your legal name, phone number and address; and

(iii)

tender or deliver your Banyan Class A Common Stock (and share certificates (if any)) to Continental, Banyan’s transfer agent, physically or electronically through DTC.

A Public Stockholder must complete the procedures for electing to redeem its Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on December 18, 2023 (two business days before the initially scheduled date of the Special Meeting), in order for its shares to be redeemed.

The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares. If the Business Combination is not consummated, the Banyan Class A Common Stock will be returned to the respective holder, broker or bank.

If you hold the shares in “street name,” you will have to coordinate with your broker to have your shares certificated or delivered electronically. Shares of Banyan that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or tendering/delivering them through DTC’s DWAC system. The Transfer Agent will typically charge the tendering broker $80 and it would be up to the broker whether or not to pass this cost on to the redeeming stockholder. In the event the proposed Business Combination is not consummated this may result in an additional cost to stockholders for the return of their shares.

Any request for redemption, once made by a Public Stockholder, may not be withdrawn following the Redemption Deadline, unless approved by the Banyan Board. Any corrected or changed written exercise of redemption rights must be received by Continental, Banyan’s transfer agent, by the Redemption Deadline.

Notwithstanding the foregoing, a Public Stockholder, together with any affiliate of such Public Stockholder or any other person or entity with whom such Public Stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Banyan Class A Common Stock with respect to more than an aggregate of 15% of the Banyan Class A Common Stock included in the Units issued in the IPO, without our prior consent. Accordingly, if a Public Stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Banyan Class A Common Stock included in the Units issued in the IPO, then any such shares in excess of that 15% limit would not be redeemed for cash, without our prior consent.

If the Business Combination is not approved or completed for any reason, then the Public Stockholders who elected to exercise their redemption rights will not be entitled to redeem their shares for a full pro rata portion of the Trust Account, as applicable. In such case, Banyan will promptly return any shares (and share certificates (if any)) tendered or delivered by Public Stockholders. Banyan will only redeem Public Shares if Banyan has at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) (or any successor rule) immediately prior to or upon consummation of the Business Combination.

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Banyan’s transfer agent can be contacted at the following address:

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com

Our Sponsor Holders have waived their redemption rights with respect to their Converted Banyan Class A Common Stock and Banyan Class B Common Stock in connection with the stockholder vote to approve the Business Combination, and our Sponsor and Insiders have also waived their redemption rights with respect to any Public Shares they hold in connection with the stockholder approval of the Business Combination. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price.

The closing price of Banyan Class A Common Stock on November 29, 2023, the most recent practicable date prior to the date of this joint proxy statement/consent solicitation statement/prospectus, was $10.61 per share. The cash held in the Trust Account on such date was approximately $42,782,827 (net of taxes payable) (approximately $10.70 per share of Banyan Class A Common Stock). Prior to exercising redemption rights, stockholders should verify the market price of Banyan Class A Common Stock as they may receive higher proceeds from the sale of their Banyan Class A Common Stock in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. Banyan cannot assure its stockholders that they will be able to sell their Banyan Class A Common Stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its stockholders wish to sell their shares.

If a holder of Banyan Class A Common Stock exercises his, her or its redemption rights, then he, she or it will be exchanging his, her or its shares of Banyan Class A Common Stock for cash and will no longer own those shares. You will be entitled to receive cash for these shares only if you properly demand redemption by tendering or delivering your shares (and share certificates (if any)) (either physically or electronically) to Banyan’s transfer agent at least two business days prior to the initially scheduled date of the Special Meeting, and the Business Combination is consummated.

For a discussion of the material U.S. federal income tax considerations for stockholders with respect to the exercise of these redemption rights, see “Certain Material United States Federal Income Tax Considerations.” The consequences of a redemption to any particular stockholder will depend on that stockholder’s particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the exercise of your redemption rights, including the applicability and effect of United States federal, state, local and non-U.S. income and other tax laws in light of your particular circumstances.

Appraisal Rights

Holders of shares of Banyan Common Stock are not entitled to appraisal rights in connection with the Business Combination under Delaware law.

Proxy Solicitation Costs

Banyan is soliciting proxies on behalf of the Banyan Board. This proxy solicitation is being made by mail, but also may be made by telephone or in person. Banyan has engaged Morrow Sodali to assist in the solicitation of proxies for the Special Meeting. Banyan and its directors, officers and employees may also solicit proxies in person. Banyan will ask banks, brokers and other institutions, nominees and fiduciaries to forward this joint proxy statement/consent solicitation statement/prospectus and the related proxy materials to their principals and to obtain their authority to execute proxies and voting instructions.

Banyan will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of this joint proxy statement/consent solicitation statement/prospectus and the related proxy materials. Banyan will pay Morrow Sodali a fee of $15,000, plus disbursements, reimburse Morrow Sodali for its reasonable out-of-pocket expenses and indemnify Morrow Sodali and its affiliates

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against certain claims, liabilities, losses, damages and expenses for its services as Banyan’s proxy solicitor. Banyan will reimburse brokerage firms and other custodians for their reasonable out-of-pocket expenses for forwarding this joint proxy statement/consent solicitation statement/prospectus and the related proxy materials to Banyan stockholders. Directors, officers and employees of Banyan who solicit proxies will not be paid any additional compensation for soliciting.

Ownership of Sponsor

As of the Record Date for the Special Meeting, the Sponsor Holders owned of record and was entitled to vote an aggregate of 2,000,000 Converted Banyan Class A Common Stock and 5,245,000 Banyan Class B Common Stock. Such shares currently constitute approximately 64.4% of the outstanding shares of Banyan Common Stock. The Sponsor Holders have agreed to vote all shares of Banyan Common Stock they own in favor of the Business Combination. The Converted Banyan Class A Common Stock, the Banyan Class B Common Stock and the Banyan Private Placement Warrants have no right to participate in any redemption distribution and will be worthless if no business combination is completed by Banyan.

Potential Purchases of Public Shares and/or Warrants

At any time prior to the Special Meeting, during a period when they are not then aware of any material nonpublic information regarding Banyan or its securities, the Sponsor, the Insiders, Pinstripes and/or their respective affiliates may purchase Public Shares and/or Banyan Public Warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of Banyan Common Stock. In such transactions, the purchase price for the Banyan Common Stock will not exceed the redemption price. In addition, the persons described above will waive redemption rights, if any, with respect to the Banyan Common Stock they acquire in such transactions. However, any Banyan Common Stock acquired by the persons described above would not vote on the Business Combination Proposal.

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PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL

We are asking our stockholders to approve and adopt the Second A&R Business Combination Agreement and the transactions contemplated thereby. Our stockholders should read carefully this joint proxy statement/consent solicitation statement/prospectus, and the documents incorporated by reference herein, carefully and in their entirety for more detailed information concerning the Second A&R Business Combination Agreement, which is attached as Annex A to this joint proxy statement/consent solicitation statement/prospectus. Please see the subsection entitled “The Business Combination Agreement” below, for additional information and a summary of certain terms of the Business Combination Agreement. You are urged to read carefully the Business Combination Agreement in its entirety before voting on this proposal.

Because we are holding a stockholders vote on the Business Combination, we may consummate the Business Combination only if it is approved by the affirmative vote of the holders of a majority of the issued and outstanding shares of Banyan Common Stock that are cast by holders present in person or represented by proxy at the Special Meeting and entitled to vote thereon, voting together as a single class.

The Business Combination Agreement

This section describes the material provisions of the Business Combination Agreement, but does not purport to describe all of the terms of the Business Combination Agreement. The following summary is qualified in its entirety by reference to the complete text of the Second A&R Business Combination Agreement, a copy of which is attached as Annex A hereto, which is incorporated herein by reference. You and other interested parties are urged to read the Business Combination Agreement, carefully and in its entirety (and, if appropriate, with the advice of financial and legal counsel), because it is the primary legal document that governs the Business Combination.

The Business Combination Agreement contains representations, warranties and covenants that the respective Parties (as defined below) made to each other as of the date of the Business Combination Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the Parties and are subject to important qualifications and limitations agreed to by the Parties in connection with negotiating the Business Combination Agreement, including by the underlying disclosure schedules (the “Schedules”), which are not filed publicly and are subject to a contractual standard of materiality different from that generally applicable to stockholders and were used for the purpose of allocating risk among the Parties rather than establishing matters as facts. We do not believe that the Schedules contain information that is material to an investment decision.

Additionally, the representations and warranties of the Parties may or may not have been accurate as of any specific date and do not purport to be accurate as of the date of this joint proxy statement/consent solicitation statement/prospectus. Accordingly, no person or entity should rely on the representations and warranties in the Business Combination Agreement or the summaries thereof in this joint proxy statement/consent solicitation statement/prospectus as characterizations about the actual state of facts of the Parties.

General; Structure of the Business Combination

On June 22, 2023, Banyan enter into the Business Combination Agreement with Panther Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Banyan (“Merger Sub”), and Pinstripes (collectively, the “Parties” and each a “Party”), pursuant to which, at the Closing, on the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with the applicable provisions of the DGCL, Merger Sub will be merged with and into Pinstripes, following which the separate existence of Merger Sub will cease and Pinstripes will continue as the surviving entity (the “Surviving Entity”) and a wholly-owned subsidiary of Banyan (such merger, the “Merger”).

On September 26, 2023, Banyan, Merger Sub and Pinstripes entered into the A&R Business Combination Agreement to (1) revise the definition of “Equity Value” to $379,366,110 from $429,000,000 and (2) provide that holders of common stock of Pinstripes prior to the closing of the Business Combination (excluding holders of common stock issued in connection with the conversion of the Series I Convertible Preferred Stock of Pinstripes) would receive an aggregate of 5,000,000 shares of New Pinstripes Class B

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Common Stock (pro rata to each such holder’s entitlement to consideration in connection with the Merger) as set forth on an allocation schedule to be delivered by Pinstripes to Banyan at least three business days prior to the Closing, which shares shall be subject to the vesting and forfeiture conditions and restrictions on transfer set forth in the Proposed Charter and as described below.

On November 22, 2023, Banyan, Merger Sub and Pinstripes entered into the Second A&R Business Combination Agreement, a copy of which is attached to this joint proxy statement/consent solicitation statement/prospectus as Annex A, to (1) revise the definition of “Equity Value” to $336,214,140 from $379,366,110, (2) provide that holders of common stock of Pinstripes prior to the closing of the Business Combination (excluding holders of common stock issued in connection with the conversion of the Series I Convertible Preferred Stock of Pinstripes) would receive an aggregate of 4,000,000 shares of New Pinstripes Series B-3 Common Stock (pro rata to each such holder’s entitlement to consideration in connection with the Merger) as set forth on an allocation schedule to be delivered by Pinstripes to Banyan at least three business days prior to the Closing, which shares shall be subject to the vesting and forfeiture conditions and restrictions on transfer set forth in the Proposed Charter and as described below and (3) provide that a number of shares of New Pinstripes Class A Common Stock equal to the number of Forfeited Reserved Shares will be issued as merger consideration to the holders of common stock of Pinstripes prior to the closing of the Business Combination.

In connection with Banyan’s entry into the Business Combination Agreement, the Middleton Series I Investors consummated the Series I Financing. The Middleton Series I Investors are affiliates of Middleton Partners, which is an affiliate of the Sponsor and us.

Following the Business Combination, Banyan will change its name to Pinstripes Holdings, Inc. (or an alternative name determined by Pinstripes).

Pinstripes Preferred Conversion and Treatment of Pinstripes Warrants and Pinstripes Convertible Notes

In connection with the Business Combination, immediately prior to the Effective Time:

(a)

each share of Pinstripes Preferred Stock then issued and outstanding will be converted into a number of shares of Pinstripes Common Stock in accordance with the Pinstripes Charter (the “Pinstripes Preferred Conversion”); and

(b)

each Pinstripes Warrant and Pinstripes Convertible Note will be automatically exercised for, or convert into, a certain number of shares of Pinstripes Common Stock as provided under each Pinstripes Warrant and Pinstripes Convertible Note, as applicable, and cancelled.

Consideration to be Received in the Business Combination

In consideration for the consummation of the Business Combination and as a result of the Merger, among other things:

(a)

(i) all outstanding shares of Pinstripes Common Stock (including any Pinstripes Common Stock issued upon the Pinstripes Preferred Conversion and conversion of Pinstripes Warrants and Pinstripes Convertible Notes, but excluding any Pinstripes Common Stock as to which appraisal rights have been properly exercised in accordance with Delaware law, shares of Pinstripes Common Stock held by Pinstripes as treasury stock and shares of Pinstripes Common Stock issued in connection with the conversion of the Series I Convertible Preferred Stock of Pinstripes) will be automatically cancelled and converted, based on the Exchange Ratio, into the right to receive the number of New Pinstripes Class A Common Stock set forth on an allocation schedule to be delivered by Pinstripes to Banyan at least three business days prior to the Closing, (ii) each outstanding share of Pinstripes Common Stock received upon conversion of the Series I Convertible Preferred Stock of Pinstripes will be automatically cancelled and converted, based on the Series I Exchange Ratio (as defined in the Business Combination Agreement), into the right to receive the number of New Pinstripes Class A Common Stock set forth on an allocation schedule to be delivered by Pinstripes to Banyan at least three business days prior to the Closing, (iii) Banyan will issue to all persons who hold one or more shares of Pinstripes Common Stock immediately prior to the effective time of the Merger (including any shares of Pinstripes Common Stock issued in connection with

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the Pinstripes Preferred Conversion and the conversion of Pinstripes Warrants and Pinstripes Convertible Notes, but excluding any shares of Pinstripes Common Stock issued in connection with the conversion of the Series I Convertible Preferred Stock of Pinstripes) an aggregate of 5,000,000 shares of New Pinstripes Class B Common Stock (pro rata to each such holder’s entitlement to consideration in connection with the Merger) as set forth on an allocation schedule to be delivered by Pinstripes to Banyan at least three business days prior to the Closing (the “Earnout Shares”), which earnout shares shall be subject to the vesting and forfeiture conditions and restrictions on transfer set forth in the Proposed Charter and as described below, and to implement the vesting and forfeitures conditions and transfer restrictions, will be issued in the form of New Pinstripes Series B-1 Common Stock and New Pinstripes Series B-2 Common Stock, and (iv) Banyan will issue to all persons who hold one or more shares of Pinstripes Common Stock immediately prior to the effective time of the Merger (including any shares of Pinstripes Common Stock issued in connection with the Pinstripes Preferred Conversion and the conversion of Pinstripes Warrants and Pinstripes Convertible Notes, but excluding any shares of Pinstripes Common Stock issued in connection with the conversion of the Series I Convertible Preferred Stock of Pinstripes) an aggregate of 4,000,000 shares of New Pinstripes Class B Common Stock (pro rata to each such holder’s entitlement to consideration in connection with the Merger) as set forth on an allocation schedule to be delivered by Pinstripes to Banyan at least three business days prior to the Closing (the “EBITDA Earnout Shares”), which earnout shares shall be subject to the vesting and forfeiture conditions and restrictions on transfer set forth in the Proposed Charter and as described below, and to implement the vesting and forfeitures conditions and transfer restrictions, will be issued in the form of New Pinstripes Series B-3 Common Stock. See the section entitled “Description of the Securities — Authorized and Outstanding Stock — New Pinstripes Class B Common Stock”;

(b)

to the extent the Sponsor forfeits any Reserved Shares in accordance with the Sponsor Letter Agreement, a number of shares New Pinstripes Class A Common Stock equal to such number of Forfeited Reserved Shares shall be issued to the equityholders of Pinstripes as merger consideration; and

(c)

each Pinstripes Option (whether vested or unvested) shall be assumed and substituted with an option to purchase a number of shares of New Pinstripes Class A Common Stock equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Pinstripes Common Stock subject to such Pinstripes Option immediately prior to the Effective Time and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such Pinstripes Option immediately prior to the Effective Time divided by (B) the Exchange Ratio.

The Earnout Shares (which will be issued as New Pinstripes Series B-1 Common Stock and New Pinstripes Series B-2 Common Stock) will be subject to the following vesting conditions (any one or more of which may be satisfied at the same time) and transfer restrictions:

(a)

if the daily volume-weighted average sale price of one share of New Pinstripes Class A Common Stock quoted on the New York Stock Exchange (or, if not the New York Stock Exchange, the principal securities exchange on which the shares of common stock of New Pinstripes are then listed) is greater than or equal to $12.00 for any twenty days on which shares of the common stock of New Pinstripes are actually traded on the New York Stock Exchange (or, if not the New York Stock Exchange, the principal securities exchange on which the shares of common stock of New Pinstripes are then listed) (each such day, a “Trading Day”) (which twenty days may or may not be consecutive) within any thirty consecutive Trading Day period during the Earnout Period, one-hundred percent of the shares of New Pinstripes Series B-1 Common Stock immediately vest and convert into shares of New Pinstripes Class A Common Stock (a “B-1 Vesting Event”);

(b)

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Period, one-hundred percent of the shares of New Pinstripes Series B-2 Common Stock shall immediately vest and convert into shares of New Pinstripes Class A Common Stock (a “B-2 Vesting Event”);

(c)

If a Change of Control occurs during the five-year period beginning on the first day after the Closing, the Earnout Shares will vest immediately prior to the consummation of such Change of Control and convert into shares of New Pinstripes Class A Common Stock (each such vesting a “Change of Control Vesting Event”) as follows: (i) if the price per share paid or payable to the stockholders of New Pinstripes in connection with such Change of Control is less than $12.00, then no shares of New Pinstripes Class B Common Stock shall vest and convert into shares of New Pinstripes Class A Common Stock in connection with such Change of Control and the then unvested shares of New Pinstripes Class B Common Stock shall be immediately cancelled; (ii) if the price per share paid or payable to the stockholders of New Pinstripes in connection with such Change of Control is equal to or greater than $14.00, then one hundred percent of any outstanding shares of New Pinstripes Class B Common Stock will vest and convert into shares of New Pinstripes Class A Common Stock immediately prior to the consummation of such Change of Control; and (iii) if the price per share paid or payable to the stockholders of New Pinstripes in connection with such Change of Control is equal to or greater than $12.00 but less than $14.00, then one-hundred percent of any outstanding shares of New Pinstripes Series B-1 Common Stock will vest and convert into shares of New Pinstripes Class A Common Stock immediately prior to the consummation of such Change of Control and any outstanding shares of New Pinstripes Series B-2 Common Stock will be forfeited for no consideration;

(d)

Unvested Earnout Shares will not entitle the holder of such Earnout Shares to any consideration in connection with any sale or other transaction (other than as provided above) and will not be allowed to be offered, sold, transferred or otherwise disposed of by any holder of such Earnout Shares and will bear a customary legend with respect to such transfer restrictions. Any attempt to sell, transfer or otherwise dispose of unvested Earnout Shares will be null and void. Notwithstanding the transfer restrictions described here, transfers and sales of unvested Earnout Shares are permitted: (i) to any affiliate of a holder of unvested Earnout Shares, or as a distribution to a holder’s limited partners, members or stockholders; (ii) to New Pinstripes’ directors or officers, or any affiliate or family member of any of New Pinstripes’ officers or directors; (iii) in the case of an individual, by gift to a member of that individual’s immediate family or an affiliate of that individual, or to a charitable organization; (iv) in the case of an individual, by virtue of Laws of descent and distribution upon death of such individual; (v) in the case of an individual, pursuant to a qualified domestic relations order; (vi) in the case of a trust, by distribution to one or more of the permissible beneficiaries of the trust; (vii) in the case of an individual, to a partnership, limited liability company or other entity of which that individual and/or the immediately family of that individual are the legal and beneficial owners; (viii) in the case of an entity, by virtue of the laws of the state of that entity’s organization and that entity’s organizational documents upon dissolution of that entity; or (ix) to New Pinstripes pursuant to any contractual arrangement that provides for the repurchase by New Pinstripes, or forfeiture of Earnout Shares in connection with the termination of a holder’s service to New Pinstripes; and

(e)

As long as any Earnout Shares remain subject to vesting and forfeiture, if New Pinstripes pays or makes any dividends or distributions to the holders of New Pinstripes Class A Common Stock, holders of Earnout Shares that remain subject to vesting and forfeiture and have not converted to New Pinstripes Class A Common Stock will not receive any dividends or distributions, but instead will receive the right to receive, from New Pinstripes, upon the vesting of the Earnout Share for which such right is issued, the dividend or distribution paid or made in respect of each share of New Pinstripes Class A Common Stock.

The EBITDA Earnout Shares (which will be issued as New Pinstripes Series B-3 Common Stock) will be subject to the following vesting condition and transfer restrictions:

(a)

If New Pinstripes’ public issuance of an earnings release for New Pinstripes’ fiscal quarter ending at the end of the EBITDA Earnout Period reports 2024 EBITDA equal to or greater than

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$28,000,000, then one-hundred percent of the shares of New Pinstripes Series B-3 Common Stock immediately vest and convert into shares of New Pinstripes Class A Common Stock (the “B-3 Vesting Event”);

(b)

If there is a Change of Control during the EBITDA Earnout Period, then one-hundred percent of the shares of New Pinstripes Series B-3 Common Stock vest and convert into shares of New Pinstripes Class A Common Stock immediately prior to the consummation of the Change of Control (the “First EBITDA Change of Control Vesting Event”);

(c)

If a Change of Control occurs during the period beginning on the first day after the end of the EBITDA Earnout Period and ending on the date that New Pinstripes publicly issues its earnings release for New Pinstripes’ fiscal quarter ending on the last day of the EBITDA Earnout Period, then, as a condition to the consummation of such Change of Control, 2024 EBITDA shall be calculated prior to the consummation of such Change of Control. If the 2024 EBITDA equals or exceeds $28,000,000, all of the Series B-3 Common Stock shall vest (the “Second EBITDA Change of Control Vesting Event”), and if the 2024 EBITDA is less than $28,000,000, all of the Series B-3 Common Stock shall be forfeited for no consideration immediately prior to the consummation of the Change of Control;

(d)

On the day immediately following the day on which New Pinstripes public issues its earnings release for New Pinstripes’ fiscal quarter ending on the last day of the EBITDA Earnout Period, all shares of Series B-3 Common Stock that have not converted to shares of Class A Common Stock pursuant to and in accordance with the Proposed Charter shall, automatically, without any further action on the part of any holder thereof, New Pinstripes or any other person, be forfeited, cancelled and transferred to New Pinstripes, without consideration;

(e)

Unvested EBITDA Earnout Shares will not entitle the holder of such EBITDA Earnout Shares to any consideration in connection with any sale or other transaction and will not be allowed to be offered, sold, transferred or otherwise disposed of by any holder of such EBITDA Earnout Shares and will bear a customary legend with respect to such transfer restrictions. Any attempt to sell, transfer or otherwise dispose of unvested EBITDA Earnout Shares will be null and void. Notwithstanding the transfer restrictions described here, transfers and sales of unvested EBITDA Earnout Shares are permitted: (i) to any affiliate of a holder of unvested EBITDA Earnout Shares, or as a distribution to a holder’s limited partners, members or stockholders; (ii) to New Pinstripes’ directors or officers, or any affiliate or family member of any of New Pinstripes’ officers or directors; (iii) in the case of an individual, by gift to a member of that individual’s immediate family or an affiliate of that individual, or to a charitable organization; (iv) in the case of an individual, by virtue of Laws of descent and distribution upon death of such individual; (v) in the case of an individual, pursuant to a qualified domestic relations order; (vi) in the case of a trust, by distribution to one or more of the permissible beneficiaries of the trust; (vii) in the case of an individual, to a partnership, limited liability company or other entity of which that individual and/or the immediately family of that individual are the legal and beneficial owners; (viii) in the case of an entity, by virtue of the laws of the state of that entity’s organization and that entity’s organizational documents upon dissolution of that entity; or (ix) to New Pinstripes pursuant to any contractual arrangement that provides for the repurchase by New Pinstripes, or forfeiture of Earnout Shares in connection with the termination of a holder’s service to New Pinstripes; and

(f)

As long as the EBITDA Earnout Shares remain subject to vesting and forfeiture, if New Pinstripes pays or makes any dividends or distributions to the holders of New Pinstripes Class A Common Stock, holders of EBITDA Earnout Shares will not receive any dividends or distributions, but instead will receive the right to receive, from New Pinstripes, upon the vesting of the EBITDA Earnout Share for which such right is issued, the dividend or distribution paid or made in respect of each share of New Pinstripes Class A Common Stock.

Closing of the Business Combination

In accordance with the terms and subject to the conditions of the Business Combination Agreement, the Closing shall take place electronically by exchange of signature pages by email or other electronic

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transmission at 9:00 a.m., Eastern Time, on (a) the third business day after the conditions set forth in Article IX of the Business Combination Agreement have been satisfied, or, if permissible, waived by the party entitled to the benefit of the same (other than those conditions which by their respective terms are required to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing) or (b) such other date and time as Parties mutually agree in writing.

Conditions to the Closing of the Business Combination

Conditions to Obligations of Banyan, Merger Sub and Pinstripes

The respective obligations of Banyan, Merger Sub and Pinstripes to consummate the Business Combination are subject to the satisfaction, or written waiver by all such Parties, of each of the following conditions:

•

receipt of any applicable regulatory approvals, including the expiration or termination of the waiting period under the HSR Act;

•

absence of laws or orders making the Business Combination illegal or preventing the consummation of the Business Combination;

•

approval of the Business Combination and related agreements and transactions by the stockholders of Pinstripes and Banyan;

•

conditional approval of Banyan’s initial listing application with the applicable stock exchange with Banyan satisfying any applicable initial and continuing listing requirements of the applicable stock exchange, and conditional approval of the New Pinstripes Class A Common Stock for listing on the applicable stock exchange;

•

acceptance of the certificate of merger by the Secretary of State of the State of Delaware; and

•

delivery of the executed Pinstripes stockholder consent to Banyan.

Additional Conditions to Obligations of Banyan Parties

The obligations of the Banyan Parties to consummate, or cause to be consummated, the Business Combination are subject to the satisfaction, or written waiver by Banyan, of each of the following additional conditions:

•

the representations and warranties of Pinstripes set forth in Article III of the Business Combination Agreement (other than the representations and warranties regarding organization, authority, enforceability, non-contravention, capitalization, brokerage and affiliate transactions and the no Material Adverse Effect representation and warranty in Section 3.5), in each case, without giving effect to any materiality or material adverse effect qualifiers contained therein being be true and correct as of the Closing Date as though then made (or, if such representations and warranties relate to a specific date, such representations and warranties shall be true and correct as of such date), except, in each case, to the extent such failure of the representations and warranties to be so true and correct, when taken as a whole, would not have a Material Adverse Effect;

•

the no Material Adverse Effect representation and warranty in Section 3.5 of the Business Combination Agreement will be true and correct in all respects as of the Closing Date,

•

the representations and warranties regarding organization, authority, enforceability, non-contravention, brokerage and affiliate transactions being be true and correct in all material respects (except for such representations and warranties that are qualified by their respective terms by any limitation as to materiality or Material Adverse Effect qualifiers contained therein, which representations and warranties as so qualified shall be true and correct in all respects) as of the Closing Date as though then made (or, if such representations and warranties relate to a specific date, such representations and warranties being true and correct in all material respects (except for such representations and warranties that are qualified by their respective terms by any limitation as to materiality or Material Adverse Effect qualifiers contained therein, which representations and warranties as so qualified shall be true and correct in all respects) as of such date), and the

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representations and warranties regarding capitalization being true and correct in all respects as of the Closing Date as though then made (or if such representations and warranties relate to a specific date, such representations and warranties shall be true and correct in all respects as of such date) other than, in each case, de minimis inaccuracies;

•

Pinstripes having performed the covenants and agreements to be performed by Pinstripes on or before the Closing in accordance with the Business Combination Agreement in all material respects;

•

since the date of the Business Combination Agreement, no Material Adverse Effect having occurred;

•

Pinstripes having delivered to Banyan a bring-down certificate certifying that the conditions set forth in the preceding five bullet points of this section have been satisfied;

•

holders of not more than ten percent (10%) of the outstanding shares of Pinstripes Stock (as determined immediately prior to the Effective Time on an as converted to Pinstripes Common Stock basis) having demanded appraisal for the shares of Pinstripes Stock held by such Pinstripes Stockholders in accordance with Section 262 of the DGCL; and

•

Pinstripes having delivered to Banyan the various certificates, instruments and documents referred to in Section 2.6(b) of the Business Combination Agreement.

Additional Conditions to Obligations of Pinstripes

The obligation of Pinstripes to consummate, or cause to be consummated, the Business Combination is subject to the satisfaction, or written waiver by Pinstripes of each of the following additional conditions:

•

the representations and warranties of the Banyan Parties set forth in Article IV of the Business Combination Agreement (other than the representations and warranties regarding organization, authority, enforceability, non-contravention, brokerage, business activities, organization of Merger Sub, capitalization and related-party transactions), in each case, without giving effect to any materiality or material adverse effect qualifiers contained therein, being true and correct as of the Closing Date as though then made (or, if such representations and warranties relate to a specific date, such representations and warranties being true and correct as of such date), except, in each case, to the extent such failure of the representations and warranties to be so true and correct, when taken as a whole, would have a material adverse effect on any Banyan Party;

•

the Banyan Parties’ representations and warranties regarding organization, authority, enforceability, non-contravention, brokerage, business activities, organization of Merger Sub and related-party transactions, in each case, without giving effect to any materiality or material adverse effect qualifiers contained therein, being true and correct in all material respects as of the Closing Date as though then made (or, if such representations and warranties relate to a specific date, such representations and warranties shall be true and correct in all material respects as of such date), and the representations and warranties regarding capitalization of the Banyan Parties being true and correct in all respects as of the Closing Date as though then made (or, if such representations and warranties relate to a specific date, such representations and warranties shall be true and correct in all respects as of such date) other than, in each case, de minimis inaccuracies;

•

the Banyan Parties having performed the covenants and agreements to be performed by the Banyan Parties on or before the Closing in accordance with the Business Combination Agreement in all material respects;

•

Banyan having delivered to Pinstripes a bring-down certificate certifying that the conditions set forth in the preceding three bullet points of this section have been satisfied;

•

Banyan having delivered to Pinstripes (and, to the extent required in Section 2.6(a), to the Trustee) the various certificates, instruments and documents referred to in Section 2.6(a) of the Business Combination Agreement; and

•

immediately prior to the Closing, the sum of (i) the amount in the Trust Account net of any Redemptions; plus (ii) the total amount received (or to be received at the Closing) by Banyan in respect of the PIPE Financing; plus (iii) the Series I Amount received (or to be received) by Pinstripes in respect of the Series I Financing; plus (iv) fifty percent (50%) of the total amount received (or to

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be received at the Closing) by Pinstripes or Banyan, as applicable, in respect of the Permitted Equity Financing (as defined below) (if any), being in the aggregate, equal to or greater than the Minimum Cash Amount.

Limitations of Failure of a Condition

A Party may not rely on the failure of any closing condition to be satisfied if such failure was due to the failure of such Party to act in good faith or to use reasonable best efforts to cause the Closing conditions of such Party to be satisfied.

Termination

The Business Combination Agreement may be terminated and the transactions contemplated thereby (including the Business Combination) abandoned at any time prior to the Closing by:

•

mutual written agreement of Pinstripes and Banyan;

•

either Pinstripes or Banyan by written notice to the other, if any governmental entity has enacted any final and non-appealable law or order that permanently prevents the consummation of the transactions contemplated by the Business Combination Agreement or makes the same illegal, except that the right to terminate shall not be available to any Party whose breach of any representation, warranty, covenant or agreement that results in or is the primary cause of such final, non-appealable law or order;

•

either Pinstripes or Banyan by written notice to the other, if the consummation of the transactions contemplated by the Business Combination Agreement shall not have occurred on or before December 24, 2023 (the “Outside Date”), provided that the right to terminate shall not be available to any Party then in material breach of its representations, warranties, covenants or agreements and such material breach is the primary cause of or has resulted in the failure of the Closing on or before the Outside Date;

•

Pinstripes by written notice to Banyan, if any Banyan Party breaches or fails to perform in any material respect any of their respective representations or warranties or respective covenants or agreements, which breach or failure to perform would render a condition precedent to Pinstripes’ applicable obligation to consummate the transactions not capable of being satisfied and after written notice of such breach or failure to perform, cannot be cured or has not been cured by Banyan by the earlier of the Outside Date and 30 business days after receipt of such written notice and Pinstripes has not waived in writing such breach or failure; provided however, the right to terminate shall not be available to Pinstripes if it is in material breach of any representation, warranty, covenant or agreement and such breach would give rise to a failure of any condition to Banyan’s applicable obligations to consummate the transaction;

•

Banyan by written notice to Pinstripes, if Pinstripes breaches or fails to perform in any material respect any of its representations or warranties or covenants or agreements, which breach or failure to perform would render a condition precedent to the Banyan Parties’ applicable obligations to consummate the transactions not capable of being satisfied and after written notice of such breach or failure to perform, cannot be cured or has not been cured by Pinstripes by the earlier of the Outside Date and 30 business days after receipt of such written notice and Banyan has not waived in writing such breach or failure; provided however, the right to terminate shall not be available to Banyan if it is in material breach of any representation, warranty, covenant or agreement and such breach would give rise to a failure of any condition to Pinstripes’ applicable obligations to consummate the transaction;

•

Banyan, if the required Pinstripes stockholder consent shall not have been obtained by Pinstripes and delivered to Banyan before three full business days after the Registration Statement of which this joint proxy statement/consent solicitation statement/prospectus forms a part is declared effective and delivered or otherwise made available to the Pinstripes stockholders;

•

Pinstripes, if at any time prior to the Closing, the Banyan Board effects a change in recommendation that the Banyan stockholders vote in favor of the approval of the Banyan Stockholder Matters, and

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•

Pinstripes, in the event that Pinstripes and Banyan mutually determine in writing that the Merger is not expected to qualify for the Intended Tax Treatment (as defined below) and the Parties are unable to mutually agree on an alternative transaction structure.

Fees and Expenses

Each Party is responsible for its own fees and expenses in connection with the Business Combination, provided that if the Closing occurs, New Pinstripes will bear and pay all unpaid Pinstripes expenses and unpaid Banyan expenses. Additionally, Pinstripes and Banyan shall each bear 50% of the HSR Act filing fee.

The Business Combination Agreement also provides that, in case the Business Combination Agreement is terminated (unless by Pinstripes due to a willful and material breach by Banyan), Banyan and Pinstripes will share any qualifying expenses relating to the Business Combination in the following manner: (i) first, Banyan will bear and pay up to $400,000 of such qualifying expenses, and (ii) second, Pinstripes will bear and pay up to $1,500,000 of any remaining expenses that qualify for expense reimbursement. Qualifying expenses are any Banyan expenses that are incurred on and following May 1, 2023, with the exception of fees and expenses of legal counsel to the Banyan Parties. In the event that Banyan estimates Banyan expenses will exceed $1,900,000, the Parties shall negotiate in good faith to agree upon an allocation of Banyan expenses in excess of $1,900,000. In addition, if (i) a qualified expense becomes due and payable by Banyan prior to the Closing, (ii) Banyan has already borne and paid $400,000 in qualified expenses and (iii) Pinstripes has borne and paid less than $1,500,000 in qualified expenses, then Pinstripes shall pay Banyan or the applicable service provider such qualified expense.

Additional Covenants of the Parties

Joint Covenants

The Parties made certain joint covenants in the Business Combination Agreement including:

•

to use their reasonable best efforts to consummate the Business Combination in the most expeditious manner practicable (including executing and delivering any documents that are necessary for the consummation of the transactions contemplated pursuant to the Business Combination Agreement);

•

to cause the directors and officers of Pinstripes and Banyan immediately following the Effective Time to be comprised of the seven (7) individuals set forth on Exhibit G to the Business Combination Agreement (subject to updates by Pinstripes, at any time prior to the declaration of the effectiveness of the Registration Statement of which this joint proxy statement/consent solicitation statement/prospectus forms a part by the SEC and to the extent the same does not result in Banyan not meeting the listing requirements of the stock exchange on which Banyan is to be listed at Closing, to (i) remove and/or replace (A) any members of the Pinstripes Board and/or the Banyan Board designated by Pinstripes, and (B) any officers of Pinstripes and/or Banyan, (ii) appoint additional officers of Pinstripes and/or Banyan and (iii) except with respect to the director designated by Banyan, designate (or re-designate) the classes upon which any members of the Banyan Board may be classified);

•

to notify the other party in writing promptly after learning of any development or circumstances that would reasonably be expected to result in the failure of a closing condition;

•

to keep certain information confidential in accordance with the existing non-disclosure agreement;

•

to refrain from taking any action that could reasonably be expected to prevent, impair or impede the Merger from qualifying for the Intended Tax Treatment, or if it is determined that the Merger will not so qualify, to use commercially reasonable efforts to restructure the transactions contemplated in the Business Combination Agreement to so qualify;

•

to cooperate in connection with completing the Permitted Equity Financing and the PIPE Financing;

•

to cooperate in connection with certain tax matters and filings;

•

to use their reasonable best efforts to file promptly all notices and other documents required to be filed by such party with any governmental entity with respect to the transactions contemplated in the

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Business Combination Agreement, and to promptly obtain all authorizations, approvals, clearances and consents of any governmental entity in connection with such filings and keep the other party apprised of the status of such matters (each party is also required to cause the filing of the Notification and Report Forms required pursuant to the HSR Act within 15 business days following the date of the Business Combination Agreement and, to the extent available, to request early termination of the waiting period under the HSR Act, make any necessary responses to any requests for additional information and documents made by any governmental entity pursuant to the HSR Act and use reasonable best efforts to resolve objections as may be asserted by any governmental entity in connection with such filing (including consenting to any divestiture or other structural relief in order to obtain clearance);

•

to cooperate with each other to prepare and make certain SEC filings, including the Registration Statement and the joint proxy statement/consent solicitation statement/prospectus included herein; and, if any party discovers any information that should be set forth in an amendment or supplement to the joint proxy statement/consent solicitation statement/prospectus, so that the same would not include any misstatement of a material fact or omit to state any material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading, such party shall inform the other parties and with respect to Banyan, promptly file an appropriate amendment or supplement describing such information with the SEC; and

•

to refrain from, directly or indirectly, (a) soliciting or initiating any competing transaction or take any action to knowingly facilitate or encourage any person, to enter into any agreement or make any filing with the SEC or other governmental entity, with respect to a competing transaction; (b) entering into, participating in or continuing or otherwise engaging in any discussions or negotiations with any competing party regarding a competing transaction; (c) furnishing any information relating to any party to a competing party, for the purpose of assisting with or facilitating a competing transaction; (d) approving, endorsing or recommending any competing transaction; or (e) entering into a competing transaction or any agreement, arrangement or understanding (including any letter of intent or term sheet) relating to a competing transaction or publicly announcing an intention to do so.

Banyan Covenants

Banyan made certain other covenants in the Business Combination Agreement, including:

•

subject to the satisfaction or waiver of the closing conditions, to provide a notice and required documents to the Trustee in accordance with the Trust Agreement and the governing documents of Banyan to cause the Trustee to pay as and when due all amounts payable to the Banyan stockholders who have validly elected to redeem their respective shares of Banyan stock;

•

to ensure that Banyan remains listed as a public company on the NYSE and to take all actions necessary until the Closing to maintain qualification as an “emerging growth company” within the meaning of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”);

•

to timely file all required SEC reports;

•

to use reasonable best efforts to cause New Pinstripes Class A Common Stock which will be issued in connection with the Business Combination to be approved for listing on NYSE (or Nasdaq, as applicable);

•

to file the Registration Statement of which this joint proxy statement/consent solicitation statement/prospectus forms a part, and use reasonable best efforts to cause the same to be declared effective under the Securities Act as promptly as reasonably practicable and to keep the same effective as long as is necessary to consummate the Business Combination;

•

to take all actions necessary to duly convene the Special Meeting as promptly as practicable after the completion of the SEC’s review of the Registration Statement of which this joint proxy statement/consent solicitation statement/prospectus forms a part (but not more than 25 days after completion of the mailing of the joint proxy statement/consent solicitation statement/prospectus to the Banyan stockholders) for the purpose of voting upon the approval of the Banyan Stockholder Matters, and

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to include in this joint proxy statement/consent solicitation statement/prospectus the recommendation of the Banyan Board to our stockholders to vote in favor of the Banyan Stockholder Matters;

•

to use its reasonable best efforts to obtain additional financing commitments from certain third party investors (the “PIPE Investors”) by entering into subscription agreements in form and substance reasonably satisfactory to Pinstripes (the “PIPE Subscription Agreements”), pursuant to which the PIPE Investors will commit to make a private investment in the public equity of Banyan by way of subscribing for New Pinstripes Class A Common Stock for a gross purchase price of $10.00 per share in cash at Closing and resulting in aggregate gross proceeds to Banyan of up to $53,733,800, less the aggregate gross proceeds from any Interim Series I Issuance(s) (as defined below).

•

to indemnify and hold harmless each present and former director, manager and officer of Banyan against any liabilities incurred in connection with any action, whether civil, criminal or administrative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, to the fullest extent permitted under applicable law, the governing documents of Banyan and any indemnification agreement between Banyan and such indemnified person, including by maintaining for a period of six years from the Closing provisions regarding director and officer indemnification in Banyan’s governing documents that are no less favorable to such indemnified persons than the provisions of such governing documents as of the date of the Business Combination Agreement, and to maintain for a period of six years from the Closing directors’ and officers’ liability insurance with substantially the same coverage and amounts as the terms of such current insurance coverage, except that Banyan shall not be obligated to pay an annual premium for such insurance in excess of 300% of the annual premium payable in the aggregate by Banyan for such insurance policy for the year ended 2023;

•

to operate its business in the ordinary course of business except with the prior written consent of Pinstripes (such consent not to be unreasonably withheld, conditioned or delayed), and refrain from taking the following actions without Pinstripes’ written consent (not to be unreasonably withheld, conditioned or delayed) until the earlier of the Closing and the termination of the Business Combination Agreement:

(A)

amend or otherwise modify any of its governing documents or the Trust Agreement (in each case, including by merger, consolidation or otherwise);

(B)

withdraw any amounts from the Trust Account, other than as expressly permitted by the governing documents of the Banyan or the Trust Agreement;

(C)

other than in connection with any subscription agreement to be entered into with PIPE Investors (in accordance with the terms hereof), issue or sell, or authorize to issue or sell, any equity interests, or any securities convertible into or exchangeable for, or options, warrants or rights to purchase or subscribe for, or enter into any contract with respect to the issuance or sale of, any equity interests of any Banyan Party;

(D)

other than in connection with the Redemptions, declare, set aside or pay any dividend or make any other distribution or return of capital (whether in cash or in kind) to any of the equityholders of any Banyan Party;

(E)

adjust, split, combine, consolidate, exchange, redeem (other than through a Redemption) or reclassify, or purchase or otherwise acquire, any of its equity interests, or otherwise change any of the Banyan Class A Common Stock or Banyan Class B Common Stock into a different number of units or shares or a different class of equity interests;

(F)

(A) incur, assume, guarantee or otherwise become liable or responsible for (whether directly, contingently or otherwise) any indebtedness for borrowed money, other than (x) drawing down additional indebtedness under the existing terms of the working capital loans in effect as of the date of the Business Combination Agreement in order to finance working capital needs of Banyan in accordance with their terms or (y) entering into new working capital loans, in each case, on substantially similar terms as those in effect as of the date of the Business Combination Agreement under the existing working capital loans and in order to pay actual,

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documented, bona fide third party costs incurred by the Banyan in connection with the operation of Banyan, (B) make any loans, advances or capital contributions to, or investments in, any person or entity or (C) amend or modify any of its indebtedness;

(G)

enter into, renew, modify or revise any contract or transaction with the Sponsor, or otherwise enter into any transaction or contract with the Sponsor or any of its affiliates for the payment of finder’s fees, consulting fees, monies in respect of any payment of a loan or other compensation paid by any Banyan Party to the Sponsor, any of any Banyan Party’s officers or directors or any affiliate of the Sponsor, for services rendered prior to, or for any services rendered in connection with, the consummation of the transactions contemplated under the Business Combination Agreement;

(H)

enter into any new line of business;

(I)

adopt or effect a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization;

(J)

(x) acquire (including by merger, consolidation or acquisition of equity interests or assets or any other business combination) any corporation, partnership or other business organization or otherwise acquire any equity interests or material assets from any third party, (y) enter into any strategic joint venture, partnership or alliance with any other person or (z) make any loan or advance or investment in any third party or initiate the start-up of any new business or joint venture or form any non-wholly owned subsidiary;

(K)

change its jurisdiction of tax residence;

(L)

(x) hire any employee or (y) adopt or enter into any employee benefit plan (including granting or establishing any form of compensation or benefits to any current or former employee, officer, manager, director or other individual service provider of any Banyan Party (for the avoidance of doubt, other than consultants, advisors, including legal counsel or institutional service providers, engaged by Banyan));

(M)

except as may be required by applicable law, GAAP or any governmental entity with competent jurisdiction, or upon recommendation from its accountants or auditors, make any material change in its financial or tax accounting methods, principles or practices (or change an annual accounting period thereof);

(N)

make, change or revoke any election relating to taxes, enter into any agreement, settlement or compromise with any taxing authority relating to any material amount of taxes, abandon or fail to diligently conduct any material audit, examination or other proceeding in respect of a material amount of taxes, make any request for a private letter ruling, administrative relief, technical advice, change of any method of accounting or other similar request with a taxing authority, file any amendment of any income tax return or other material tax return, fail to timely file (taking into account valid extensions) any income tax return or other material tax return required to be filed, file any tax return in a manner inconsistent with its past practices, fail to pay any material amount of tax as it becomes due, consent to any extension or waiver of the statutory period of limitations applicable to any material tax or material tax return, enter into any tax sharing agreement (other than an ordinary course tax sharing agreement), surrender any right to claim any refund of a material amount of taxes or take any action, or fail to take any action, which action or failure to act prevents, impairs or impedes, or could reasonably be expected to prevent, impair or impede, the Intended Tax Treatment;

(O)

commit to making or make or incur any capital commitment or capital expenditure;

(P)

waive, release, assign, settle or compromise any pending or threatened proceeding or any investigations or actions by any governmental entity under any federal or state antitrust laws that are threatened, initiated or continued before or after the expiration, or early termination, of the waiting period under the HSR Act or any other antitrust laws;

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(Q)

convert or agree to convert any indebtedness (including indebtedness pursuant to which any amount is owed to the Sponsor or any affiliate thereof) into Banyan Public Warrants or other warrants; or

(R)

agree to or authorize or commit in writing to do any of the foregoing.

•

to take all steps as may be reasonably required to cause acquisitions or dispositions of Banyan Common Stock that occur in connection with the Business Combination by each individual who is or may become subject to the reporting requirements of Section 16(a) of the Exchange Act to be approved for the purposes of exemption under Rule 16b-3 promulgated under the Exchange Act;

•

to adopt the 2023 EIP Plan and the ESPP; and

•

to adopt the Proposed Charter and Proposed Bylaws.

Pinstripes Covenants

Pinstripes made certain other covenants in the Business Combination Agreement, including:

•

to operate and to cause its subsidiaries to operate in the ordinary course of business and to use and cause its subsidiaries to use commercially reasonable efforts to maintain intact its and its subsidiaries’ respective businesses in all material respects and preserve their respective relationships with material suppliers, distributors and others with whom such Pinstripes Party has a material business relationship, except as consented to in writing by Banyan (such consent not to be unreasonably conditioned, withheld or delayed) and except as required by applicable law, and to refrain from taking (or allowing any of its subsidiaries to take) any of the following actions, except as consented to in writing by Banyan (such consent not to be unreasonably conditioned, withheld or delayed):

(A)

(A) amend or otherwise modify any of its governing documents (including by merger, consolidation or otherwise), or (B) amend, waive or otherwise modify any amendments to the Pinstripes Convertible Notes amendments, the Cohen Warrant or the Leon Warrant;

(B)

except as may be required by law, GAAP or any governmental entity with competent jurisdiction, make any material change in its financial or tax accounting methods, principles or practices (or change an annual accounting period thereof);

(C)

make, change or revoke any election relating to taxes, enter into any agreement, settlement or compromise with any taxing authority relating to any material amount of taxes, abandon or fail to diligently conduct any material audit, examination or other proceeding in respect of a material amount of taxes, make any request for a private letter ruling, administrative relief, technical advice, change of any method of accounting or other similar request with a taxing authority, file any amendment of any income tax return or other material tax return, fail to timely file (taking into account valid extensions) any income tax return or other material tax return required to be filed, file any tax return in a manner inconsistent with the past practices of the Pinstripes Group, fail to pay any material amount of tax as it becomes due, consent to any extension or waiver of the statutory period of limitations applicable to any material tax or material tax return, enter into any tax sharing agreement (other than an ordinary course tax sharing agreement), surrender any right to claim any refund of a material amount of taxes or take any action, or fail to take any action, which action or failure to act prevents, impairs or impedes, or could reasonably be expected to prevent, impair or impede, the Intended Tax Treatment;

(D)

(A) issue or sell, or authorize to issue or sell, any membership interests, shares of its capital stock or any other equity interests, as applicable, except (x) in connection with Pinstripes Preferred Conversion, the conversion of any Pinstripes Warrant or Pinstripes Convertible Note, a Permitted Equity Financing or the Series I Financing, in each case, pursuant to their terms as of the date of the Business Combination Agreement or the terms and conditions of the Business Combination Agreement, as applicable, or (y) issuances of Pinstripes Common Stock pursuant to the exercise of Pinstripes Options in accordance with the terms and conditions of the applicable grant agreement and the applicable Pinstripes equity plan in

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effect as of the date of the Business Combination Agreement, or (B) issue or sell, or authorize to issue or sell, any securities convertible into or exchangeable for, or options, warrants or rights to purchase or subscribe for, or enter into any Contract with respect to the issuance or sale of, any shares of its membership interests, capital stock or any other equity interests, except Pinstripes Options granted to service providers other than Dale Schwartz in the ordinary course of business;

(E)

declare, set aside or pay any dividend or make any other distribution other than the payment of cash dividends or cash distributions to another Pinstripes Party;

(F)

split, combine, redeem or reclassify, or purchase or otherwise acquire, any membership interests, shares of its capital stock or any other equity interests, as applicable;

(G)

(x) incur, assume, guarantee or otherwise become liable or responsible for (whether directly, contingently or otherwise) any indebtedness; (y) make any loans, advances or capital contributions to, or investments in, any Person or (z) amend or modify any of its indebtedness, as applicable, except for, in each of the foregoing cases, (1) additional borrowings permitted under Pinstripes’ credit facility with Silverview Credit Partners LP that are less than an indebtedness threshold (which is equal to $5,000,000 plus the amount of cash and cash equivalents held by the Pinstripes Group) and (2) additional furniture, fixtures and equipment loans relating to any Pinstripes locations;

(H)

cancel or forgive any indebtedness owed to any Pinstripes Party;

(I)

make any capital expenditure or incur any liabilities in connection therewith, except for expenditures made in the ordinary course of business;

(J)

make or effect any material amendment or termination (other than an expiration in accordance with the terms thereof) of any material contract or enter into any contract that, if entered into prior to the execution of the Business Combination Agreement, would be a material contract, in each case, other than in the ordinary course of business;

(K)

enter into, renew, modify or revise any affiliated transaction, as applicable, other than those that will be terminated at Closing;

(L)

sell, lease, license, assign, transfer, permit to lapse, abandon or otherwise dispose of any of its properties or tangible assets that are, with respect to Pinstripes or any other Pinstripes Party, material to the businesses of the Pinstripes Group, except in the ordinary course of business;

(M)

sell, lease, license, sublicense, assign, transfer, permit to lapse, abandon or otherwise dispose of or encumber any rights under or with respect to any intellectual property, except for non-exclusive licenses granted in the ordinary course of business, or disclose any confidential information or trade secret to any person except pursuant to a written agreement entered into in the ordinary course of business requiring that person to maintain the confidentiality of, and preserving all rights of the applicable Pinstripes Party in, such confidential information or trade secret;

(N)

adopt or effect a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization;

(O)

grant or otherwise create, or consent to the creation of, any lien (other than a permitted lien) on any of its material assets or leased real property, other than in connection with any indebtedness permitted by clause (G) above;

(P)

fail to maintain in full force and effect any insurance policies or allow any coverage thereunder to be materially reduced, except as replaced by a substantially similar insurance policy;

(Q)

make, increase, decrease, accelerate (with respect to funding, payment or vesting) or grant any base salary, base wages, bonus opportunity, equity or equity-based award or other

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compensation or employee benefits other than (A) in the ordinary course of business, (B) as required by applicable law or pursuant to a Pinstripes employee benefit plan as in effect on June 22, 2023 that has been provided to the Banyan prior to June 22, 2023 and set forth on the Schedules or (C) entering into any Pinstripes employee benefit plan with any employee or other individual service provider hired, engaged or promoted by any Pinstripes Party following June 22, 2023 in the ordinary course of business; provided, that Pinstripes shall not and shall cause Pinstripes Subsidiaries not to take any action otherwise permitted by clauses (A) in its entirety with respect to Dale Schwartz, clause (B) (pursuant to a Pinstripes employee benefit plan with respect to Dale Schwartz and clause (C) with respect to promotion of Dale Schwartz;

(R)

pay or promise to pay, grant or fund, accelerate (with respect to payment or vesting) or announce the grant or award of any retention, sale, change-in-control or other similar bonus, severance or similar compensation or benefits, in each case, other than as required pursuant to applicable law or a Pinstripes employee benefit plan as in effect on June 22, 2023 that has been provided to the Banyan prior to June 22, 2023 and is set forth on the Schedules;

(S)

other than as required by applicable law, as typically carried out in the ordinary course of business or as required for the annual insurance renewal for health and/or welfare benefits, establish, modify, amend, terminate, enter into, commence participation in or adopt any Pinstripes employee benefit plan or any benefit or compensation plan, program, policy, agreement or arrangement that would be a Pinstripes employee benefit plan if in effect on June 22, 2023; provided, that Pinstripes shall not and shall cause Pinstripes Subsidiaries not to enter into, commence participation in or adopt any company employee benefit plan or any benefit or compensation plan, program, policy, agreement or arrangement that would be a Pinstripes employee benefit plan if in effect on June 22, 2023 with respect to Dale Schwartz, solely to the extent that Dale Schwartz is treated in a disproportionate manner relative to all other employees of Pinstripes;

(T)

hire or engage (other than to fill a vacancy), furlough, temporarily lay off or terminate (other than for cause) any individual with total annual compensation in excess of $250,000;

(U)

except as required by applicable law, negotiate, modify, extend, terminate or enter into any collective bargaining agreement or recognize or certify any labor union, labor organization, works council or group of employees as the bargaining representative for any employees of any Pinstripes Party;

(V)

implement or announce any employee layoffs, plant closings, reductions in force, furloughs, temporary layoffs, salary or wage reductions, work schedule changes or other such actions that would trigger notice or other obligations under the Worker Adjustment and Retraining Notification Act of 1988;

(W)

waive or release any non-competition, non-solicitation, non-disclosure, non-interference, non-disparagement or other restrictive covenant obligation of any current or former employee or independent contractor or enter into any agreement that restricts the ability of Pinstripes Group, as applicable, to engage or compete in any line of business in any respect material to any business of the Pinstripes Group, as applicable;

(X)

buy, purchase or otherwise acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any assets, securities, properties, interests or businesses, other than (A) inventory and supplies in the ordinary course of business or (B) other assets in an amount not to exceed $50,000 individually or $100,000 in the aggregate;

(Y)

enter into any new line of business;

(Z)

make any material change to any of its cash management practices, including materially deviating from or materially altering any of its practices, policies or procedures in paying accounts payable or collecting accounts receivable;

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(AA)

amend, extend, renew, terminate or modify, in any material respect (excluding extensions, amendments and renewals effectuated in the ordinary course of business), any material lease or enter into any new lease, sublease, license or other agreement for the use or occupancy of any real property (other than, in each case, entering into, amending, modifying or revising of leases for future Pinstripes locations on terms substantially consistent with market standard terms); or

(BB)

agree to or authorize or commit in writing to do any of the foregoing.

•

to provide Banyan with reasonable access to the Pinstripes Parties’ properties, employees, books and records;

•

to provide Banyan with required documentation for this joint proxy statement/consent solicitation statement/prospectus and listing application;

•

to issue up to an additional $7,000,000 in the aggregate of Series I Convertible Preferred Stock of Pinstripes (the “Interim Series I Issuance”) to additional investors identified by the Sponsor, which may include affiliates of Middleton Partners, upon written instruction from the Sponsor prior to the Closing (with Pinstripes already having issued $1,886,200 of such stock on June 30, 2023) (with such Interim Series I Issuance constituting an additional portion of the Series I Financing);

•

to indemnify and hold harmless each present and former director, manager and officer of Pinstripes Group against any liabilities incurred in connection with any action, whether civil, criminal or administrative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, to the fullest extent permitted under applicable law, applicable governing documents and any indemnification agreement between Pinstripes Group and such indemnified person, including by maintaining for a period of six years from the Closing provisions regarding director and officer indemnification in Pinstripes Group’s governing documents that are no less favorable to such indemnified persons than the provisions of such governing documents as of the date of the Business Combination Agreement;

•

to terminate certain affiliate agreements, except as provided in the Schedules;

•

to use reasonable best efforts to obtain the requisite consent of the Pinstripes Stockholders under the DGCL and the Pinstripes Organizational Documents to approve the Business Combination and the related transactions as soon as reasonably practicable after the Registration Statement of which this joint proxy statement/consent solicitation statement/prospectus forms a part is declared effective under the Securities Act and delivered and, in any event, before 11:59 p.m., Central Time, on the third (3rd) full business day after Banyan provides Pinstripes with notice that the Registration Statement of which this joint proxy statement/consent solicitation statement/prospectus forms a part has been declared effective under the Securities Act;

•

to use reasonable best efforts to take certain actions listed on the Schedules to ensure compliance with the Affordable Care Act and ensure Pinstripes’ 401(k) plan is brought into compliance with applicable laws;

•

to refrain from purchasing or selling any securities of Banyan while in possession of material nonpublic information; and

•

subject to compliance with all applicable listing and corporate governance rules and NYSE regulations, in its sole discretion, to enter into arms-length subscription or similar agreements with strategic investors (with the proceeds raised therefrom not to exceed $25,000,000 in the aggregate) (the “Permitted Equity Financing”).

For additional information regarding the 2023 EIP Plan and ESPP, see the sections entitled “Proposal No. 5 — The Equity Incentive Plan Proposal” and “Proposal No. 6 — The ESPP Proposal”

Trust Account Waiver

Pinstripes has agreed that it does not and will not at any time have any right, title, interest or claim of any kind in or to any assets in the Trust Account (or distributions therefrom), and has waived any claims it,

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and its equityholders and affiliates, had or may have at any time against or with respect to the Trust Account (or distributions therefrom) as a result of, or arising out of, any discussions, contracts or agreements (including the Business Combination Agreement) among Banyan and Pinstripes and agreed not seek recourse against the Trust Account (or distributions therefrom) for any reason whatsoever.

Representations and Warranties

The Business Combination Agreement contains customary representations and warranties by the Parties.

In the Business Combination Agreement, the Banyan Parties make customary representations and warranties, including in relation to: corporate organization, due authorization, non-contravention, litigation, compliance with laws, organization of Merger Sub, governmental authorities and required consents, trust account matters, brokers’ fees, SEC filings and financial statements and liabilities relating thereto, business activities, taxes, capitalization, Banyan’s listing on the NYSE and status as an emerging growth company, related party transactions, information supplied with respect to this joint proxy statement/consent solicitation statement/prospectus, employees, contracts, insurance, validity of the extension of Banyan’s term, receipt of the Fairness Opinion and unpaid Banyan expenses.

In the Business Combination Agreement, Pinstripes makes representations and warranties regarding itself and its subsidiaries, including relating to: corporate organization, subsidiaries, due authorization, non-contravention, governmental authorities and required consents, capitalization, capitalization of subsidiaries, financial statements, undisclosed liabilities, litigation and proceedings, compliance with laws and permits, material contracts and no contractual defaults, environmental matters, employee benefit plans, labor matters, taxes, insurance, equipment and other tangible property, real property, intellectual property and IT security, the absence of any Material Adverse Effect and certain developments, brokers’ fees, affiliate transactions, title to and sufficiency of assets, data protection, information supplied with respect to this joint proxy statement/consent solicitation statement/prospectus and international trade and anti-corruption matters.

Material Adverse Effect

Under the Business Combination Agreement, certain representations and warranties of Pinstripes are qualified in whole or in part by a material adverse effect standard for purposes of determining whether a breach of such representations and warranties has occurred.

Pursuant to the Business Combination Agreement, a material adverse effect with respect to the Pinstripes Group (“Material Adverse Effect”) means any change, effect, event, circumstance, occurrence, state of facts or development that, individually or in the aggregate, has had or would reasonably be expected to have, a material adverse effect upon (a) the business, results of operations or financial condition of the Pinstripes Group, taken as a whole, or (b) the ability of the Pinstripes Group, taken as a whole, to perform their respective obligations under the Business Combination Agreement and to consummate transaction contemplated under the Business Combination Agreement.

However, with respect to the business, results of operations or financial condition of the Pinstripes Group, taken as a whole, none of the following will constitute a Material Adverse Effect, or will be considered in determining whether a Material Adverse Effect has occurred:

(i) changes that are generally applicable to the industries or markets in which the Pinstripes Group operates;

(ii) changes in law or GAAP or the interpretation thereof, in each case, effected after the execution of the Business Combination Agreement;

(iii) any failure of any Pinstripes Party to achieve any projected periodic revenue or earnings projection, forecast or budget prior to the Closing (however, the underlying event, circumstance or state of facts giving rise to such failure may be taken into account in determining whether a “Material Adverse Effect” has occurred, but only to the extent otherwise permitted to be taken into account);

(iv) changes that are the result of economic factors affecting the national, regional or world economy or financial markets;

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(v) any earthquake, hurricane, tsunami, tornado, flood, mudslide, wildfire or other natural disaster or act of God;

(vi) any national or international political conditions in any jurisdiction in which the Pinstripes Group conducts business;

(vii) the engagement by the United States in hostilities or the escalation thereof, whether or not pursuant to the declaration of a national emergency or war, or the occurrence or the escalation of any military or terrorist attack upon the United States, or any United States territories, possessions or diplomatic or consular offices or upon any United States military installation, equipment or personnel;

(viii) any consequences arising from any action or inaction by a Party taken or omitted to be taken (1) as expressly required by the terms of the Business Combination Agreement or (2) at the express written direction of a Banyan Party;

(ix) epidemics, pandemics, disease outbreaks (including COVID-19) or public health emergencies (as declared by the World Health Organization or the Health and Human Services Secretary of the United States) or any law or guideline issued by a governmental entity, the Centers for Disease Control and Prevention or the World Health Organization or industry group providing for business closures, “sheltering-in-place” or other restrictions that relate to, or arise out of, an epidemic, pandemic or disease outbreak (including COVID-19); or

(x) the announcement or pendency of the Business Combination; provided, however, that any event, circumstance or state of facts resulting from a matter described in any of the foregoing clauses (i), (ii), (iv), (v), (vi), (vii) and (ix) may be taken into account in determining whether a “Material Adverse Effect” has occurred to the extent such event, circumstance or state of facts has a disproportionate and adverse effect on the Pinstripes Group, taken as a whole, relative to other comparable entities operating in the industries or markets in which the Pinstripes Group operates.

No Survival of Representations and Warranties of Pre-Closing Covenants

None of the representations, warranties, covenants or agreements set forth in the Business Combination Agreement or in any ancillary agreement, certificate or letter of transmittal delivered pursuant to the Business Combination Agreement, including any rights arising out of any breach of such representations, warranties, covenants or agreements, will survive the Closing, in each case, except for those covenants and agreements that by their respective terms contemplate performance after the Closing, and then only with respect to the period following the Closing (including any breaches occurring after the Closing), shall survive until 30 days following the date of expiration of the obligation of the applicable Party under such covenant or agreement.

Ownership of New Pinstripes Immediately Following the Business Combination

As of the date of this joint proxy statement/consent solicitation statement/prospectus, and following the Extension Amendment Redemptions, there are issued and outstanding (i) 11,243,687 shares of Banyan Common Stock, comprised of 5,998,687 shares of Banyan Class A Common Stock held by Public Stockholders and the Sponsor and 5,245,000 shares of Banyan Class B Common Stock held by the Sponsor Holders and (ii) 23,985,000 Banyan Warrants, comprised of 12,075,000 Banyan Public Warrants and 11,910,000 Banyan Private Placement Warrants. Each whole warrant entitles the holder thereof to purchase one share of Banyan Class A Common Stock and, following the Closing, will entitle the holder thereof to purchase one share of New Pinstripes Class A Common Stock. In connection with the Closing, each then-issued and outstanding share of Banyan Class A Common Stock and Banyan Class B Common Stock will convert into a share of New Pinstripes Common Stock on a one-for-one basis. In addition, as of September 30, 2023, there is approximately $42.4 million in the Trust Account.

Issued and Outstanding Ownership upon Closing

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consummated on December 18, 2023, (ii) 32,141,270 shares of New Pinstripes Class A Common Stock are issued to Pinstripes equityholders (excluding holders of shares of Series I Convertible Preferred Stock of Pinstripes) in a no redemption scenario, a 50% redemption scenario and a maximum redemption scenario, (iii) 2,209,206 shares of New Pinstripes Class A Common Stock are issued to holders of shares of Series I Convertible Preferred Stock of Pinstripes in a no redemption scenario, a 50% redemption scenario and a maximum redemption scenario, (iv) the Sponsor transfers 1,018,750 shares of Banyan Class B Common Stock to Public Stockholders pursuant to the Non-Redemption Agreements, (v) the Sponsor transfers 505,944 shares of Banyan Class B Common Stock to the Series I investors, (vi) 1,131,019 shares of New Pinstripes Class A Common Stock are issued to PIPE Investors in a no redemption scenario, 3,252,200 shares of New Pinstripes Class A Common Stock are issued to PIPE Investors in a 50% redemption scenario and 5,373,380 shares of New Pinstripes Class A Common Stock are issued to PIPE Investors in a maximum redemption scenario, (vii) 50,000 shares of New Pinstripes Class A Common Stock are issued at the Closing in a private placement to one of Pinstripes’ advisors and (viii) all outstanding and unexercised Pinstripes options, whether vested or unvested, are converted into options to purchase shares of New Pinstripes Class A Common Stock (each, a “New Pinstripes Option”). The following table excludes 3,324,056 Vesting Shares, 5,000,000 Earnout Shares, 4,000,000 EBITDA Earnout Shares, the New Pinstripes Warrants, which will be exercisable for 23,985,000 shares of New Pinstripes Class A Common Stock following the consummation of the Business Combination, and the New Pinstripes Options, which will be exercisable for approximately 4,966,826 shares of New Pinstripes Class A Common Stock following the consummation of the Business Combination.

The scenarios depicted below are for illustrative purposes only, as the actual number of Redemptions by the Public Stockholders is not able to be known prior to the Redemption Deadline.

	Assuming No Redemptions of Public Shares(1)		Assuming 50% Redemptions of Public Shares(2)		Assuming Maximum Redemptions of Public Shares(3)
Banyan’s Public Stockholders(4)		11.5%		6.9%		2.3%
Sponsor Holders(5)		5.5%		5.5%		5.5%
Pinstripes Equityholders(6)		74.0%		73.8%		73.6%
Series I Investors(7)		6.2%		6.2%		6.2%
PIPE Investors(8)		2.6%		7.5%		12.3%
Other(9)		0.1%		0.1%		0.1%

(1)

Assumes that no shares of Banyan Class A Common Stock held by Public Stockholders are redeemed. Amounts do not sum due to rounding.

(2)

Assumes that 1,999,344 shares of Banyan Class A Common Stock held by Public Stockholders are redeemed. Amounts do not sum due to rounding.

(3)

Assumes that all 3,998,687 shares of Banyan Class A Common Stock held by Public Stockholders are redeemed.

(4)

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issued in connection with the IPO and (ii) 1,018,750 shares of Banyan Class B Common Stock transferred to Public Stockholders pursuant to the Non-Redemption Agreements.

(5)

(6)

(7)

(8)

(9)

Represents 50,000 shares of New Pinstripes Class A Common Stock to be issued at the Closing in a private placement in settlement of $0.5 million of transactions costs incurred by Pinstripes.

Fully Diluted Ownership upon Closing

The following table summarizes the dilutive effect and the pro forma ownership of New Pinstripes Common Stock following the Business Combination based on varying levels of redemptions by the Public

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	Assuming No Redemption(1)				Assuming 50% Redemption(2)				Assuming Maximum Redemption(3)
Stockholders	Ownership in shares		Equity %		Ownership in shares		Equity %		Ownership in shares		Equity %
Banyan Public Stockholders Shares(4)		5,017,437		5.9%		3,018,093		3.6%		1,018,750		1.2%
New Pinstripes Public Warrants		12,075,000		14.3%		12,075,000		14.2%		12,075,000		14.2%
Banyan Public Stockholders Total		17,092,437		20.2%		15,093,093		17.8%		13,093,750		15.4%
Sponsor Holders Shares(5)		2,396,250		2.8%		2,396,250		2.8%		2,396,250		2.8%
Sponsor Holders Shares Vesting at $12.00(6)		1,662,028		2.0%		1,662,028		2.0%		1,662,028		2.0%
Sponsor Holders Shares Vesting at $14.00(6)		1,662,028		2.0%		1,662,028		2.0%		1,662,028		2.0%
Sponsor Holders New Pinstripes Private Placement Warrants(7)		10,860,000		12.8%		10,860,000		12.8%		10,860,000		12.8%
Sponsor Holders Total		16,580,306		19.6%		16,580,306		19.5%		16,580,306		19.5%
IPO Underwriters New Pinstripes Private Placement Warrants(8)		1,050,000		1.2%		1,050,000		1.2%		1,050,000		1.2%
Pinstripes Equityholders		32,141,270		37.9%		32,141,270		37.9%		32,141,270		37.8%
Pinstripes Equityholders Earnout Shares at $12.00		2,500,000		3.0%		2,500,000		2.9%		2,500,000		2.9%
Pinstripes Equityholders Earnout Shares at $14.00		2,500,000		3.0%		2,500,000		2.9%		2,500,000		2.9%
Pinstripes Equityholders EBITDA Earnout Shares		4,000,000		4.7%		4,000,000		4.7%		4,000,000		4.7%
New Pinstripes Options		4,966,826		5.9%		4,966,826		5.9%		4,966,826		5.8%
Pinstripes Equityholders Total		46,108,096		54.4%		46,108,096		54.3%		46,108,096		54.3%
Series I Investors(9)		2,715,150		3.2%		2,715,150		3.2%		2,715,150		3.2%
PIPE Investors(10)		1,131,019		1.3%		3,252,200		3.8%		5,373,380		6.3%
Other(11)		50,000		0.1%		50,000		0.1%		50,000		0.1%
Total		84,727,008		100%		84,848,845		100%		84,970,682		100%

(1)

Assumes that no shares of Banyan Class A Common Stock are redeemed.

(2)

Assumes that 1,999,344 shares of Banyan Class A Common Stock held by Public Stockholders are redeemed. Amounts do not sum due to rounding.

(3)

Assumes that all 3,998,687 shares of Banyan Class A Common Stock held by Public Stockholders are redeemed. Amounts do not sum due to rounding.

(4)

(5)

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(6)

(7)

Includes 10,860,000 warrants held by the Sponsor that were issued in a private placement at the time of the IPO.

(8)

Includes 1,050,000 warrants held by the IPO Underwriters that were issued in a private placement at the time of the IPO.

(9)

(10)

(11)

Represents 50,000 shares of New Pinstripes Class A Common Stock to be issued at the Closing in a private placement in settlement of $0.5 million of transactions costs incurred by Pinstripes.

Related Agreements

Sponsor Letter Agreement

Concurrently with the execution of the Business Combination Agreement, Banyan, the Sponsor Holders and Pinstripes entered into the Sponsor Letter Agreement, pursuant to which, among other things, the Sponsor Holders agreed to (i) vote in favor of all proposals at the Special Meeting, (ii) waive the anti-dilution or similar protections with respect to the Banyan Class B Common Stock held by the Sponsor Holders, (iii) not redeem any of their respective shares in connection with the vote to approve the Business Combination and (iv) not further amend or modify the Letter Agreement. Additionally, each of the Sponsor Holders acknowledged that the Letter Agreement would continue to be in effect and would survive the consummation of the Business Combination; provided, however, that effective from the Closing, the lock-up period contained in Section 7 of the Letter Agreement would be shortened to six months from the Closing.

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Non-Redemption Agreements and up to 2,000,000 shares of Banyan Class B Common Stock that may be transferred by the Sponsor to investors in the Series I Financing and the PIPE Financing) shall be subject to vesting conditions and forfeiture. The vesting and forfeiture conditions, as well as transfer restrictions will be implemented in the Proposed Charter by the issuance of New Pinstripes Series B-1 Common Stock and New Pinstripes Series B-2 Common Stock representing the Vesting Shares, which shall convert to New Pinstripes Class A Common Stock upon the satisfaction of the vesting conditions described herein. The Vesting Shares shall be subject to vesting conditions and forfeiture as follows: (i) 50% of the Vesting Shares shall be issued as New Pinstripes Series B-1 Common Stock and shall vest and no longer be subject to forfeiture if the volume weighted average share price of the New Pinstripes Class A Common Stock equals or exceeds $12.00 per share for any 20 trading days within any consecutive 30-trading day period commencing five months after the Closing; and (ii) 50% of the Vesting Shares shall be issued as New Pinstripes Series B-2 Common Stock and shall vest and no longer be subject to forfeiture if the volume weighted average share price of the New Pinstripes Class A Common Stock equals or exceeds $14.00 per share for any 20 trading days within any consecutive 30-trading day period commencing five months after the Closing. Vesting Shares will also vest in certain circumstances upon a Change in Control on the same basis as the Earnout Shares. Any Vesting Shares that remain unvested upon the five-year anniversary of the Closing will be forfeited by the Sponsor Holders.

Concurrently with the execution of the Second A&R Business Combination Agreement, Banyan, the Sponsor Holders and Pinstripes, entered into an amendment to the Sponsor Letter Agreement, pursuant to which, the parties agreed that if the number of Released Shares is less than 2,000,000, then the lesser of (i) fifty percent (50%) of the Non-Transferred Reserved Shares and (ii) 250,000 Non-Transferred Reserved Shares, shall be retained by the Sponsor and all Non-Transferred Reserved Shares in excess of the Sponsor Non-Transferred Reserved Shares will be forfeited by the Sponsor at Closing for no consideration. Additionally, all Sponsor Non-Transferred Reserved Shares, if any, shall be fully vested and will no longer be part of the Vesting Shares. A number of New Pinstripes Class A Common Stock equal to the number of Forfeited Reserved Shares will be issued as merger consideration to the equityholders of Pinstripes in the Business Combination.

Security Holder Support Agreement

Additionally, notwithstanding the restrictions described in the immediately preceding paragraph, such security holders may transfer shares of New Pinstripes Common Stock:

(i)

to any affiliate of such security holder, or as a distribution to any of such security holder’s limited partners, members or stockholders;

(ii)

to New Pinstripes’ or Pinstripes’ directors or officers, or any affiliates or family members of any of New Pinstripes’ or Pinstripes’ directors or officers, or any members or any affiliates of the Sponsor;

(iii)

in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiaries of which are members of such individual’s immediate family or an affiliate of such individual, or to a charitable organization;

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(iv)

in the case of an individual, by virtue of laws of descent and distribution upon death of such individual;

(v)

in the case of an individual, pursuant to a qualified domestic relations order;

(vi)

in the case of a trust, by distribution to one or more of the permissible beneficiaries of such trust;

(vii)

in the case of an individual, to a partnership, limited liability company or other entity of which such individual and/or the immediate family of such individual are the legal and beneficial owners of such entity;

(viii)

in the case of an entity, by virtue of the laws of the state of such entity’s organization and such entity’s organizational documents upon dissolution of such entity;

(ix)

to New Pinstripes pursuant to any contractual arrangement in effect at the Effective Time that provides for the repurchase by New Pinstripes or forfeiture of New Pinstripes Common Stock in connection with the termination of such security holder’s service to New Pinstripes;

(x)

in connection with such security holder’s entry into or adoption of, at any time after the Effective Time, any trading plan providing for the sale of New Pinstripes Common Stock by such security holder, which trading plan meets the requirements of Rule 10b5-1(c) under the Exchange Act, provided, however, that such plan does not provide for, or permit, the sale of New Pinstripes Common Stock during the lock-up period; or

(xi)

in the event of New Pinstripes’ completion of a liquidation, merger, stock exchange, reorganization or other similar transaction which results in all of its public stockholders having the right to exchange their respective shares of New Pinstripes Common Stock for cash, securities or other property subsequent to the Closing (collectively, the “Permitted Transferees”);

provided, however, that in the case of clauses (i) through (viii), these Permitted Transferees must evidence in a writing reasonably satisfactory to New Pinstripes of such transferee’s agreement to be bound by the transfer restrictions in the Security Holder Support Agreement.

Lockup Agreement

Additionally, notwithstanding the restrictions described in the immediately preceding paragraph, such security holders may transfer shares of New Pinstripes Common Stock to the Permitted Transferees, provided, however, that in the case of clauses (i) through (viii), these Permitted Transferees must evidence in a writing reasonably satisfactory to New Pinstripes of such transferee’s agreement to be bound by the transfer restrictions in the Lockup Agreement.

Director Designation Agreement

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shares (provided that no member of the Schwartz Group will be deemed to beneficially own any unvested Earnout Shares or unvested EBITDA Earnout Shares) equal to at least 70% of the number of Key Individual Shares, (ii) three directors for election to the New Pinstripes Board so long as the members of the Schwartz Group beneficially own a number of shares equal to at least 50% (but less than 70%) of the number of Key Individual Shares, (iii) two directors for election to the New Pinstripes Board so long as the members of the Schwartz Group beneficially own a number of shares equal to at least 25% (but less than 50%) of the number of Key Individual Shares and (iv) one director for election to the New Pinstripes Board so long as the members of the Schwartz Group beneficially own a number of shares equal to at least 10% (but less than 25%) of the number Key Individual Shares. Mr. Schwartz will also have the right to designate a majority of the members of each committee of the New Pinstripes Board for so long as Mr. Schwartz has the ability to designate at least four individuals for nomination to the New Pinstripes Board. At all other times that Mr. Schwartz has the ability to designate at least one individual for nomination to the New Pinstripes Board, Mr. Schwartz will have the ability to designate at least one-third, but in no event fewer than one, of the members of each committee. Additionally, New Pinstripes will not increase or decrease the size of the New Pinstripes Board or amend or adopt new organizational documents, corporate policies or committee charters that might reasonably be deemed to adversely affect any of Mr. Schwartz’ rights under the Director Designation Agreement without the consent of Mr. Schwartz so long as Mr. Schwartz has the ability to designate at least one individual for nomination to the New Pinstripes Board. Each of Mr. Schwartz’s designees (other than himself) must qualify as independent directors under the rules of the New York Stock Exchange (or, if not the New York Stock Exchange, the principal U.S. national securities exchange upon which the New Pinstripes Class A Common Stock is then listed).

A&R Registration Rights Agreement

Background of the Business Combination

Banyan is a blank check company incorporated on March 10, 2021 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. In conducting a targeted search for a business combination target, as described in greater detail below, Banyan utilized the Banyan management team’s decades of experience and relationships with leading businesses in the foodservice industry and their founders, executives and investors, the extensive industry and geographical reach of the Banyan management team’s network and the Banyan management team’s prior experience in private markets investing. The terms of the Business Combination Agreement and the related ancillary documents are the result of extensive negotiations among Banyan, Pinstripes and their respective representatives and advisors.

On March 16, 2021, prior to the closing of Banyan’s initial public offering, Banyan issued 8,625,000 founder shares to the Sponsor in exchange for a capital contribution of $25,000, and the Sponsor subsequently transferred 142,500 founder shares in the aggregate to Messrs. Matt Jaffee, Bruce Lubin, Otis Carter, George Courtot and Brett Biggs and Ms. Kimberley Annette Rimsza. On November 30, 2021, the Sponsor voluntarily forfeited certain shares of Banyan Class B Common Stock such that the Sponsor Holders collectively held 6,900,000 shares of Banyan Class B Common Stock. On January 19, 2022, Banyan effectuated a 1.05-for-1 stock split by way of a stock dividend such that the Sponsor Holders collectively held 7,245,000 shares of Banyan Class B Common Stock.

On January 24, 2022, Banyan completed its initial public offering of 24,150,000 shares of Banyan Class A Common Stock at a price of $10.00 per share generating gross proceeds of $241,500,000. Concurrently with the closing of its IPO, Banyan completed the private placement of 11,910,000 warrants at an exercise price of $1.00 per warrant. The private placement warrants sold in the private placement are substantially identical to the public warrants sold in the IPO, except that so long as they are held by the Sponsor, the IPO Underwriters or their permitted transferees: (1) they will not be redeemable by Banyan, except under certain circumstances when the price per share of the Banyan Class A Common Stock equals or exceeds $10.00; (2) they (including the shares of Banyan Class A Common Stock issuable upon exercise of

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these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of Banyan’s initial business combination; (3) they may be exercised by the holders thereof on a cashless basis; and (4) they (including the shares of Banyan Class A Common Stock issuable upon exercise of these warrants) are entitled to registration rights. Prior to the consummation of Banyan’s IPO, neither Banyan, nor any authorized person on its behalf, initiated or had any substantive discussions, formal or otherwise, with respect to a business combination involving Banyan.

Following the completion of the IPO and, at the direction of the Banyan Board, Banyan’s directors and management commenced a focused search for potential business combination targets, leveraging the Banyan management team’s decades of experience and relationships with leading businesses in the foodservice industry and their founders, executives and investors, the extensive industry and geographical reach of the Banyan management team’s network and the Banyan management team’s prior experience in private markets investing. The focus of this targeted search was potential business combination targets in the foodservice industry, which Banyan’s directors and management believed, based on their experience, could satisfy certain key criteria for a business combination target, including, among others: (a) long term growth prospects; (b) strong management teams; (c) high barriers to entry; (d) opportunities for further acquisition; (e) strong recurring revenues; and (f) sustainable operating margins and attractive free cash flow characteristics.

In its search for a potential business combination target, Banyan’s management team reviewed numerous potential business targets and ultimately identified five potential business combination targets (including Pinstripes) that Banyan believed could satisfy one or more of its key criteria for a business combination target and engaged in varying levels of preliminary due diligence on each and evaluated and analyzed each as a potential business combination target based on, among other things, publicly available information and other market research available to Banyan management and Banyan management’s and directors’ existing knowledge of the potential targets as a result of their network and existing relationships. This preliminary diligence, evaluation and analysis with respect to each potential business combination target identified was focused on business, operational and financial matters.

In the process that led to identifying Pinstripes as an attractive investment opportunity, from the date of Banyan’s initial public offering through February 2023, Banyan’s management team identified over 1,000 potential business combination targets in various industries, including businesses operating in restaurant, foodservice and automation sectors, evaluated over 100 of such potential targets through initial meetings and entered into non-disclosure agreements with approximately 20 potential business combination targets (other than Pinstripes). Of the potential targets with which Banyan entered into non-disclosure agreements, Banyan conducted additional due diligence with respect to four potential targets (other than Pinstripes) and engaged in various discussions with their representatives prior to executing the Business Combination Agreement with Pinstripes.

One of the potential targets, “Company A,” is a foodservice equipment manufacturer. In February 2022, Banyan executed a non-disclosure agreement and had an initial introductory meeting with Company A. In March 2022, Banyan’s representatives conducted diligence on the materials provided by Company A regarding its revenue expectations and M&A pipeline, and held various discussions with Company A’s representatives regarding pro forma ownership in a potential transaction, business strategy and valuation based on comparable companies analysis and other metrics. Banyan provided an indication of interest to Company A on March 31, 2022. In early April 2022, Company A’s representatives informed Banyan that Company A would not move forward with a transaction due to market conditions at the time.

A second potential target, “Company B,” is a foodservice equipment manufacturer. In September 2022, Banyan executed a non-disclosure agreement and had an initial meeting with Company B’s chief executive officer and Company B’s investment banker to discuss Company’s B’s business. In September and October 2022, Banyan discussed the next steps with Company B’s investment banker, provided an updated proposal on the potential transaction structure, pro forma post-closing ownership and a preliminary valuation, had an onsite meeting with Company B and reviewed high-level financial information and the M&A pipeline of Company B. In early November 2022, Banyan’s representatives connected with Company B’s investment banker regarding a potential transaction and submission of an indication of interest. However, Company B ultimately terminated the discussions on the grounds that it wanted to pursue a sale to a private equity firm rather than becoming a public company through combination with a special purpose acquisition company.

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A third potential target, “Company C,” is a foodservice supplies manufacturer. Banyan had an introductory conference call with Company C in April 2022, and executed a non-disclosure agreement with Company C in August 2022. From August 2022 through January 2023, Banyan engaged in discussions with Company C’s board of directors, management and investment banker to regarding strategy, valuation and next steps concerning a transaction, reviewed Company C’s confidential information memorandum and in January 2023, shared an indication of interest with Company C. The discussions were ultimately terminated because Company C’s board desired Company C to merge with a strategic target before becoming a public company.

Another potential target, “Company D,” is a company in the robotics space serving foodservice businesses. Banyan executed a non-disclosure agreement and engaged in initial discussions with Company D’s founder and management team in April 2022. From May 2022 through June 2022, representatives of Banyan engaged in various discussions with Company D’s management and had an onsite meeting with Company D’s representatives to evaluate its products and strategy. In June 2022, Banyan received access to a data room set up by Company D, reviewed its financial information and contracts, and had a meeting with Company D’s representatives to discuss business diligence questions and Company D’s growth plan. However, Banyan and Company D ultimately decided to terminate the discussions due to uncertainty around Company D’s readiness to become a public company.

As part of its initial screening process, Banyan’s management team identified Pinstripes as a foodservice business that potentially met Banyan’s criteria for a business combination target. In early 2022, Mr. Matt Jaffee, an advisor to Banyan’s management team, reached out to representatives of Pinstripes, but Mr. Schwartz indicated that Pinstripes was not interested in considering a business combination with Banyan at that time, since Pinstripes had been in discussions with other SPACs at that time. On November 1, 2022, Banyan engaged Kirkland & Ellis LLP (“K&E”) as its counsel in connection with a business combination.

In early March 2023, a representative of Katten Muchin Rosenman LLP (“Katten”), who at the time was corporate counsel to Banyan and who continues to represent Banyan in ongoing securities matters unrelated to the proposed Business Combination, indicated that another client of Katten could be a promising business combination target for Banyan. Following a preliminary conversation between the representative of Katten and Banyan’s management team, the representative of Katten connected Banyan’s management team with Mr. Dale Schwartz, the founder and chief executive officer of Pinstripes. Mr. Schwartz indicated that, given marked conditions, Pinstripes was open to an alternative path to “go public” and had been engaged in discussions with other special purpose acquisition companies and was then open to considering a business combination with Banyan based on Pinstripes’ current growth trajectory and business prospects.

On March 16, 2023, Mr. Jerry Hyman, the chairman of the Banyan Board, and Mr. Keith Jaffee, the chief executive officer of Banyan, met with Mr. Schwartz in person (the “March 16 Meeting”). At the March 16 Meeting, Messrs. Hyman, Keith Jaffee and Schwartz discussed the possibility of a business combination between Pinstripes and Banyan and related matters, including Mr. Schwartz’s views on the valuation of Pinstripes and the process by which a potential business combination could be explored. Messrs. Hyman and Keith Jaffee indicated that Banyan would require due diligence information on Pinstripes to understand the basis for its valuation and its commercial prospects. At the March 16 Meeting, Mr. Schwartz also indicated that Pinstripes was engaged in discussions with another special purpose acquisition company in addition to Banyan and Messrs. Hyman and Keith Jaffee expressed their view that Banyan was the best partner for Pinstripes and that Banyan would not participate in a competitive process.

On March 18, 2023, Pinstripes executed a non-disclosure agreement with Banyan pursuant to which Banyan and Pinstripes agreed to exchange confidential information for purposes of further evaluating and, as each party saw fit, negotiating, pursuing and consummating a potential business combination transaction. Following execution of the non-disclosure agreement, representatives of Pinstripes provided information regarding Pinstripes’ business to representatives of Banyan.

On March 20, 2023, Messrs. Schwartz, Keith Jaffee, Hyman and Matthew Jaffee, representatives of Katten and representatives of Piper Sandler Companies (“Piper Sandler”), which then served as a financial

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advisor to Pinstripes, held a videoconference meeting to discuss the financial and business due diligence requests made of Pinstripes by Banyan.

On March 30, 2023, Messrs. Schwartz, Keith Jaffee, Hyman and Matthew Jaffee and representatives of Piper Sandler and BTIG, as capital markets advisor to Banyan, held a videoconference meeting to discuss Pinstripes’ valuation in the context of comparable, publicly traded businesses.

Also on March 30, 2023, Banyan filed a definitive proxy statement with the SEC in connection with the Extension Meeting.

On April 6, 2023, Messrs. Schwartz, Keith Jaffee and Hyman held a videoconference meeting to discuss the status of Banyan’s due diligence review of Pinstripes. At the meeting, Mr. Schwartz indicated that Banyan could enhance its competitive position if affiliates of Banyan could commit to provide bridge financing to Pinstripes, which bridge financing would be funded at the signing of definitive transaction documentation for a business combination between Banyan and Pinstripes.

On April 13, 2023, representatives of Banyan provided representatives of Pinstripes with a draft, non-binding term sheet with respect to the potential business combination (the “April 13 LOI”). The April 13 LOI, among other things, contemplated a pre-money, fully-diluted enterprise valuation of $450 million, subjecting certain Banyan Common Stock held by the Sponsor to performance-based vesting following the closing of the Business Combination, a $75 million minimum cash condition, Middleton Partners providing in bridge financing to Pinstripes (the Series I Financing), which bridge financing would be funded at the signing of the Business Combination Agreement, and Banyan raising additional third-party financing in between signing and closing.

On April 15, 2023, representatives of Pinstripes provided representatives of Banyan with a markup of the April 13 LOI (the “April 15 LOI”). The April 15 LOI, among other things, extended performance-based vesting to include Banyan Common Stock held by certain individuals associated with Banyan, including Banyan’s officers and directors, provided that, for the purposes of the minimum cash condition, transaction expenses would not exceed $15 million, indicated that the Series I Financing would not include payment in kind interest and required that the third party financing to be raised by Banyan between signing and closing be in an amount of at least $50 million.

On April 17, 2023, representatives of Banyan provided representatives of Pinstripes with a markup of the April 15 LOI (the “April 17 LOI”). The April 17 LOI, among other things, addressed the treatment of Banyan Common Stock subject to performance-based vesting in a change of control and removed the requirement that the third party financing to be raised by Banyan between signing and closing be in an amount of at least $50 million.

On April 18, 2023, representatives of Pinstripes provided representatives of Banyan with a markup of the April 17 LOI (the “April 18 LOI”). The April 18 LOI, among other things, clarified that the Banyan Common Stock to be transferred pursuant to the Non-Redemption Agreements and to third parties in connection with the PIPE Investment was not subject to performance-based vesting, but that any Banyan Common Stock transferred to third parties in connection with the PIPE Investment would be subject to a six-month lock-up.

On April 19, 2023, representatives of Banyan provided representatives of Pinstripes with a markup of the April 18 LOI (the “April 19 LOI”). The April 19 LOI, among other things, clarified that the minimum cash condition included both the Series I Financing and any additional third party financing.

On April 21, 2023, Banyan held the Extension Meeting. At the Extension Meeting, the Banyan stockholders approved an amendment to the Existing Charter to the effect that (a) the period of time in which Banyan was required to consummate a business combination was to be extended through December 24, 2023 and (b) each holder of shares of Banyan Class B Common Stock has the right at any time to convert any and all of its shares of Banyan Class B Common Stock to shares of Banyan Class A common Stock on a one-for-one basis prior to the closing of a business combination at the election of such holder and Banyan filed the Extension Amendment with the Secretary of State for the State of Delaware. Banyan stockholders also approved a corresponding amendment to the Trust Agreement, providing that Banyan has the right to extend the period by which it must complete a business combination until December 24, 2023

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without having to make any payment to the Trust Account. In connection with the Extension Meeting, Banyan stockholders were provided with the opportunity to elect to redeem their shares of Banyan Class A Common Stock for the applicable pro rata portion of the funds available in the Trust Account. The holders of 20,151,313 shares of Banyan Class A Common Stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.42 per share, for an aggregate redemption amount of approximately $210,031,815. Also in connection with the Extension Meeting, (i) Banyan and the Sponsor entered into the Non-Redemption Agreements with unaffiliated third parties who were Banyan stockholders, pursuant to which such third parties agreed not to redeem (or to validly rescind any redemption requests on) an aggregate of 4,075,000 shares of Banyan Class A Common Stock. Pursuant to the Non-Redemption Agreements, the Sponsor agreed to transfer an aggregate of 1,018,750 shares of Banyan Class B Common Stock held by the Sponsor to such third parties immediately following consummation of an initial business combination, subject to certain terms and conditions, and (ii) the Sponsor converted 2,000,000 shares of Banyan Class B Common Stock on a one-for-one basis into shares of Banyan Class A Common Stock. After giving effect to such conversion and the Extension Amendment Redemptions, there are 5,998,687 shares of Banyan Class A Common Stock outstanding and 5,245,000 shares of Banyan Class B Common Stock outstanding.

On April 24, 2023, Messrs. Keith Jaffee and Hyman held an in person meeting with Mr. Schwartz and other members of the Pinstripes management team as well as representatives of William Blair, as financial advisor and capital markets advisor to Banyan, and Piper Sandler, in attendance, to discuss the non-binding term sheet as well as to conduct further commercial due diligence on Pinstripes. During the meeting, Messrs. Keith Jaffee and Hyman also discussed various open commercial points with Mr. Schwartz.

During the initial discussions between the parties, Mr. Schwartz advised representatives of Banyan that (1) Pinstripes, in years prior, had pursued a traditional initial public offering, including by engaging prospective underwriters, believing that Pinstripes would benefit from, among things, the equity capital that could be raised in a going public transaction and thereafter in the public markets, and the added prestige and greater visibility associated with being a public company, which could help accelerate Pinstripes’ growth; (2) those efforts were put on hold in late calendar year 2021 due to market conditions that were then not accommodating to initial public offerings generally, as well as a recognition that the efforts to “go public” would benefit from a showing of strong financial performance over a longer period of time following the emergence from the COVID-19 pandemic; and (3) beginning in mid-2022, Pinstripes renewed its efforts to “go public,” then considering an alternative approach, specifically a combination with a special purpose acquisition vehicle, through and continuing into early 2023 held discussions with several special purpose acquisition vehicles regarding a potential business combination; and (4) Pinstripes was engaged in active discussions with one other special purpose acquisition vehicle during the course of its initial discussions with Banyan, including during the negotiation of the business terms. Pinstripes ultimately determined that Banyan was the best partner for completing a business combination due to (a) the valuation and business terms offered by Banyan, (b) the proposed private financing to occur contemporaneously with the signing of the Business Combination Agreement and Pinstripes’ belief that Banyan’s principals could facilitate such financing, and (c) the Banyan management team’s decades of experience and relationships with leading businesses in the foodservice industry and their founders, executives and investors.

During this same time period, representatives of Banyan continued to conduct business, operational and financial due diligence with respect to Pinstripes and the market for similar foodservice concepts.

On April 25, 2023, Banyan and Pinstripes agreed to the final terms of the non-binding term sheet (the “Letter of Intent”), and each determined to further evaluate, negotiate and pursue a potential business combination. The Letter of Intent reflected, among others: (a) the pre-transaction enterprise value of Pinstripes (which the parties agreed would be a fixed enterprise value of $450,000,000 with no adjustments); (b) business combination-related financing arrangements, including that affiliates of Banyan would provide up to $25,000,000 in bridge financing to Pinstripes at the signing of a potential business combination in the form of the Series I Financing; (c) a vesting structure whereby two thirds of the Banyan shares held by the Sponsor would only vest and be tradeable to the extent Banyan’s stock price met certain targets following the closing of the business combination; (d) a six-month post-Closing lock-up period applicable to the Sponsor and certain other transferees of the Sponsor; and (e) the key closing conditions, in particular the amount and components of the minimum cash condition (which the parties agreed would be a $75,000,000

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minimum cash condition). This determination by Banyan was based on, among other things: (a) Banyan’s directors’ and management’s belief, based on their analysis and review and initial due diligence and the terms of the non-binding term sheet, that Pinstripes met certain of Banyan’s key criteria in a business combination target, including, in particular: (i) attractive long term growth prospects; (ii) a strong management team and (iii) high barriers to entry with respect to concepts similar to Pinstripes; (b) the level of engagement by, and advanced negotiations and discussions with, Pinstripes, including with respect to having a preliminary agreement on key terms and conditions of a potential transaction; and (c) Pinstripes’ preparedness and willingness to devote appropriate resources to negotiating and executing definitive agreements and to consummating a business combination.

On April 27, 2023, a videoconference meeting of the Banyan Board was held with representatives of K&E and Banyan’s management in attendance. At that meeting, Banyan’s management provided the Banyan directors with an overview of the potential business combination contemplated by the Letter of Intent (including the potential benefits and risks related thereto). Representatives from K&E also reviewed with the Banyan directors their fiduciary duties in connection with the potential business combination.

Also on April 27, 2023, Messrs. Schwartz, Keith Jaffee and Hyman, along with representatives of K&E, William Blair, BTIG, Piper Sandler, who then served as a financial advisor to Pinstripes, and Katten conducted a videoconference meeting during which the parties and their respective representatives and advisors discussed the timeline and process to signing definitive agreements providing for a potential business combination, and discussed and tentatively agreed on a work plan ultimately leading to such definitive agreements in early summer 2023.

Between the date of the videoconference on April 27, 2023 and June 22, 2023, representatives and advisors of each of Banyan and Pinstripes conducted weekly telephonic and videoconference meetings to discuss progress on, and provide updates with respect to, key work streams and other aspects of the potential business combination and, as needed, further refine the transaction timeline and steps and related work plan. In addition, during this same time period, a smaller subset of representatives and advisors of Banyan and Pinstripes met on a regular basis for the purposes of, among other things, reviewing the Pinstripes business and discussing the contemplated business combination transaction.

On May 4, 2023, Pinstripes provided representatives of Banyan and its advisors with access to the online data room for purposes of conducting further business, financial, operational, accounting, legal, tax, intellectual property and other due diligence with respect to Pinstripes.

Between May 4, 2023 and June 22, 2023, representatives of Banyan conducted further business, operational and financial due diligence with respect to Pinstripes and, over the same period of time, Banyan’s legal and other advisors conducted due diligence with respect to Pinstripes, in each case, based on information available in the data room, written responses from representatives of Pinstripes and customary due diligence calls with representatives and advisors of Pinstripes. Each of K&E and Zukin, which conducted a review of the basis for the projections of future financial performance and underlying assumptions prepared by Pinstripes, provided Banyan with a due diligence report summarizing its key findings with respect to its due diligence review of Pinstripes. These reports were provided to the Banyan Board in advance of the videoconference meeting of the Banyan Board on June 19, 2023 (as further described below).

On May 17, 2023, on behalf of Banyan, K&E distributed the initial draft of the Business Combination Agreement to Katten, which set forth the proposed terms and conditions of the Business Combination and provided, among other things, (a) that post-closing, the combined company would have a single class of stock with one vote per share; (b) that Pinstripes would be subject to customary no-shop provisions restricting its ability to consider alternative transactions, including financings, during the pendency of a business combination between Banyan and Pinstripes; (c) that unvested Pinstripes stock options would be included in the calculation of Pinstripes’ fully diluted shares outstanding; (d) that Banyan was permitted to raise an uncapped amount of incremental financing for a business combination between Banyan and Pinstripes through a private investment in public equity between signing and closing; (e) for customary closing conditions for a business combination agreement, including the mutual minimum cash condition agreed as part of the Letter of Intent, and (f) for a customary suite of representations, warranties and covenants that would be provided by each party under the Business Combination Agreement.

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On May 26, 2023, Katten, on behalf of Pinstripes, distributed a revised draft of the Business Combination Agreement to K&E, which proposed the following significant revisions to the initial draft of the Business Combination Agreement: (a) Pinstripes would obtain the required consent of its stockholders by the third business day after the registration statement/proxy statement filed with the SEC in connection with the proposed business combination between Banyan and Pinstripes has been declared effective; (b) post-closing, the combined company would have two classes of stock, with one class having one vote per share and a second class, issued to Mr. Schwartz, having ten votes per share; (c) the no-shop provisions were extended to also restrict Banyan’s ability to consider alternative transactions during the pendency of the business combination; (d) unvested Pinstripes stock options would be excluded in the calculation of Pinstripes’ fully diluted shares outstanding; (e) the pre-money equity valuation of Pinstripes was set at $475,000,000, (f) Banyan would only be permitted to raise $50,000,000 in incremental financing for a business combination between Banyan and Pinstripes through a private investment in public equity between signing and closing; (g) certain modifications to the closing conditions, including making the minimum cash conditions exclusively for Pinstripes’ benefit, and (h) certain modifications to the overall suite of representations, warranties and covenants to be provided by each party under the Business Combination Agreement.

On June 1, 2023, representatives of Katten and representatives of K&E met via videoconference to discuss significant open issues in the Business Combination Agreement, as described in the previous paragraph.

On June 1, 2023, a videoconference meeting of the Pinstripes Board was held with representatives of Pinstripes’ management and Katten in attendance. At the invitation of the Pinstripes Board, Messrs. Keith Jaffee and Jerry Hyman attended the meeting briefly to introduce themselves to the Pinstripes Board and discuss their outlook on the proposed business combination between Banyan and Pinstripes and the diligence process. At the meeting, Mr. Schwartz and representatives of Katten provided the Pinstripes directors with an overview of the proposed transaction, the process and the timing thereof, the anticipated voting and procedural requirements and the high voting class of stock proposal. Representatives of Katten also reviewed with the Pinstripes directors their fiduciary duties in connection with the proposed business combination. Mr. Schwartz and Katten then provided a status update on the Business Combination Agreement and key issues.

On June 2, 2023, a videoconference meeting of the Banyan Board was held with representatives of K&E and Banyan’s management in attendance. At the invitation of the Banyan Board, Mr. Dale Schwartz was invited to the first portion of the meeting and answered questions from the Banyan Board regarding the business, growth prospects and potential risks and opportunities associated with Pinstripes. Following Mr. Schwartz’s departure from the meeting, Banyan’s management provided the Banyan directors with an update on the potential business combination and the process and timing thereof. Members of Banyan’s management also provided the Banyan directors with an update on the status of the Series I Financing.

On June 6, 2023, representatives of William Blair and Mr. Schwartz met telephonically to discuss certain open points in the Business Combination Agreement. In particular, the parties discussed Pinstripes’ request for high vote shares for Mr. Schwartz and the appropriate equity value to be ascribed to Pinstripes in the Business Combination Agreement.

On June 6, 2023, a videoconference meeting of the Pinstripes Board was held with representatives of Pinstripes’ management and Katten in attendance. Mr. Schwartz and representatives of Katten provided status updates on the Business Combination Agreement, the Series I Financing, the Silverview financing, the hiring of a chief financial officer and chief marking officer, and directors’ and officers’ insurance. Mr. Schwartz also provided an overview of the recent Audit Committee meeting and the progress of the audit and gave a presentation to the Pinstripes Board on the timeline of key events in the proposed transaction. At the request of the Pinstripes Board, Mr. Schwartz reviewed with the Pinstripes Board the financial forecasts for the calendar year ending December 31, 2024, which were internally prepared by Pinstripes on or about April 10, 2023 (the “Initial Financial Projections”) along with the calculation methodologies, assumptions and the process and involvement of third-party financial companies in the Initial Financial Projections underlying the proposed transaction.

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On June 7, 2023, K&E on behalf of Banyan, distributed a further revised draft of the Business Combination Agreement to Katten, which proposed the following significant revisions to the draft of the Business Combination Agreement dated May 26, 2023 previously distributed by Katten, (a) the draft rejected a high vote class of stock for the combined company; (b) the pre-money equity valuation of Pinstripes was set at $424,000,000; (c) the draft proposed mechanics regarding the consideration the holders of Series I Preferred Stock issued in connection with the Series I Financing would receive at the consummation of the proposed business combination; (d) affiliates of Banyan would be entitled to make additional investments in Pinstripes up to a to-be-negotiated aggregate amount during the pendency of a business combination between Banyan and Pinstripes; (e) certain modifications to the closing conditions, including making the minimum cash condition a mutual condition for the benefit of Banyan and Pinstripes; (f) in the event a business combination between Banyan and Pinstripes failed to close, Pinstripes would reimburse certain expenses incurred by Banyan in connection with such business combination; and (g) certain modifications to the overall suite of representations, warranties and covenants to be provided by each party under the Business Combination Agreement.

On June 8, 2023, a videoconference meeting of the Pinstripes Board was held with representatives of Pinstripes’ management and Katten in attendance. Mr. Schwartz provided the Pinstripes directors with a status update on directors’ and officers’ insurance. The Pinstripes Board also received a status update from representatives of Katten on the Business Combination Agreement and the ancillary documents thereto, other matters to occur prior to the signing of the Business Combination Agreement and the Series I Financing.

On June 11, 2023, Katten, on behalf of Pinstripes, distributed a further revised draft of the Business Combination Agreement to K&E, which proposed the following significant revisions to the draft of the Business Combination Agreement dated June 7, 2023 previously distributed by K&E: (a) accepting a single class of stock for the combined company and, in the alternative, proposing that, (i) the post-closing Banyan board would consist of three classes and (ii) at the closing of a business combination between Banyan and Pinstripes, Pinstripes would enter into a director designation agreement with Mr. Schwartz whereby Mr. Schwartz would be entitled to designate up to four individuals for election to the board of directors of the combined company, subject to certain fall-away provisions; (b) the pre-money equity valuation of Pinstripes was set at $429,000,000; (c) the pool of incentive equity awards that the combined company could issue to its employees following the closing of a business combination between Banyan and Pinstripes, including Pinstripes’ options assumed and converted into combined company options, would be set at fifteen percent of the combined company’s fully diluted shares outstanding, plus the number of shares underlying Pinstripes’ unvested options as of the Closing; (d) certain modifications to the closing conditions, including making the minimum cash condition a condition only for the benefit of Pinstripes; (e) removing provisions providing for expense reimbursement of certain Banyan expenses by Pinstripes; and (f) further modifications to the overall suite of representations, warranties and covenants to be provided by each party under the Business Combination Agreement.

On June 13, 2023, representatives of Katten delivered draft disclosure schedules to the Business Combination Agreement to K&E.

On June 15, 2023, Mr. Matt Jaffee and Mr. Schwartz met telephonically to discuss open issues related to the transaction, including the treatment of unvested Pinstripes stock options, accrual of interest on the Series I Preferred Stock issued in connection with the Series I Financing between the signing and closing of a business combination between Banyan and Pinstripes, the calculation of the Pinstripes equity value and a construct for the reimbursement of certain Banyan expenses if the transaction failed to close.

Also on June 15, 2023, Messrs. Hyman, Keith Jaffee and Schwartz met in person with potential investors in Pinstripes’ Series I Preferred Stock to discuss the Series I Financing.

Between June 17, 2023 and June 22, 2023, K&E, on the one hand, and Katten, on the other hand, exchanged three revised drafts of the Business Combination Agreement on June 17, 2023, June 19, 2023 and June 21, 2023, respectively, and finalized the Business Combination Agreement, which provided for the following significant revisions to the draft of the Business Combination Agreement dated June 11, 2023 previously distributed by Katten: (a) contemplating a potential employee stock purchase program for the post-closing company in addition to grants of equity awards; (b) agreement on reimbursement by Pinstripes

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of certain expenses incurred by Banyan in connection with the transaction; and (c) including final revisions to the overall suite of representations, warranties and covenants to be provided by each party under the Business Combination Agreement. Over the same period of time, K&E and Katten and other representatives and advisors for Banyan and Pinstripes held numerous conference calls regarding certain terms and conditions of the Business Combination Agreement, including the items (a) — (c) above. For further information related to the final resolution of items included herein, please see the section entitled “Proposal No. 1 — Business Combination Proposal — The Business Combination Agreement.”

During the same time period, and in conjunction with the ongoing negotiations and revisions of the Business Combination Agreement, K&E and Katten exchanged revised drafts of the Sponsor Letter Agreement, the Series I Securities Purchase Agreement, the Securityholder Support Agreement, the Lockup Agreement, the Director Designation Agreement and the form of Pinstripes’ stockholders written consent and engaged in limited negotiations of such documents and agreements, for which there were no material disagreements between Banyan, on the one hand, and Pinstripes, on the other hand. For further information related to the Sponsor Letter Agreement, the Series I Securities Purchase Agreement, the Securityholder Support Agreement, the Lockup Agreement and the Director Designation Agreement, please see the section entitled “— Related Agreements.”

On June 19, 2023, a videoconference meeting of the Banyan Board was held with representatives of K&E, William Blair, Zukin, Scalar, LLC (“Scalar”), Banyan’s fairness opinion provider, and Banyan’s management in attendance. At the meeting, the Banyan directors were provided with an overview of the proposed business combination between Banyan and Pinstripes (including the potential benefits and the risks related thereto), and the key terms of the Business Combination Agreement and other proposed transaction documents. At the request of the Banyan Board, representatives of Zukin reviewed their findings as to the Initial Financial Projections provided by Pinstripes, in particular confirming that (a) the assumptions used in such projections, taken as a whole, provided reasonable support for such projections, (b) such projections were consistent with the material factors and assumptions used to construct the projections and took into account the preparers’ informed judgment and (c) there was a reasonable basis for such projections and the valuation of the combined company as implied by the terms of the proposed business combination between Banyan and Pinstripes (including a comparison of such valuation relative to certain publicly traded companies). For further information related to the projections, please see the section entitled “— Certain Pinstripes Projected Financial Information.” At the request of the Banyan Board, representatives of Scalar reviewed with the Banyan Board their preliminary financial analysis of the proposed terms of the business combination between Banyan and Pinstripes. Representatives from K&E also reviewed with the Banyan directors their fiduciary duties in connection with the proposed business combination between Banyan and Pinstripes.

Throughout the process of discussions between Pinstripes and Banyan regarding the proposed business combination between Banyan and Pinstripes, the Pinstripes board held periodic meetings at which the directors received updates on, and discussed and provided feedback with respect to, the potential Business Combination, including with respect to the terms presented in the non-binding term sheet described above and the drafts of the transaction agreements.

On June 21, 2023, two videoconference meetings of the Pinstripes Board were held with representatives of Pinstripes’ management and Katten in attendance. The Pinstripes Board discussed the Business Combination Agreement and the ancillary documents thereto, which had been provided to the Pinstripes Board prior to the meeting, and received a status update from representatives of Katten on other matters to occur prior to the signing of the Business Combination Agreement and the Series I Financing. The Pinstripes Board reconvened via videoconference on June 21, 2023, and again reviewed the proposed Business Combination between Banyan and Pinstripes, as set forth in the final form of Business Combination Agreement that had been provided to the Pinstripes Board prior to the meeting. The entire Pinstripes Board unanimously adopted and approved the resolutions approving the Business Combination, the Business Combination Agreement, the Series I Financing, the Security Holder Support Agreement, the Sponsor Letter Agreement, the Proposed Charter, the Proposed Bylaws, the Director Designation Agreement, the Letter of Transmittal, the list of post-Closing directors and officers of New Pinstripes and the disclosure schedules to the Business Combination Agreement.

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Throughout the negotiation process, the Banyan Board continued to evaluate Pinstripes based on (i) unit economics of existing Pinstripes locations, related potential growth and Pinstripes’ ability to scale, (ii) a comparable companies analysis, and (iii) the potential value of Pinstripes based on various scenarios regarding its future location openings. For additional information, please see “— The Banyan Board’s Reasons for the Approval of the Business Combination.” In connection with their evaluation, the Banyan Board reviewed and relied upon the analyses of each of the Banyan management team, Mr. Matt Jaffee and Banyan’s various third-party advisors. Each of these advisors, namely, Mr. Matt Jaffee, K&E, William Blair, Scalar and Zukin were made available to the Banyan Board to discuss the scope of their respective work, their respective processes and specific questions arising from the directors’ review.

On June 21, 2023, a videoconference meeting of the Banyan Board was held with representatives of K&E, William Blair, Scalar and Banyan’s management in attendance. At the meeting, the Banyan directors were provided with an overview of the proposed business combination between Banyan and Pinstripes (including the potential benefits and the risks related thereto), the key terms of the other proposed transaction documents, the valuation of the combined company as implied by the terms of the proposed business combination between Banyan and Pinstripes (including a comparison of such valuation relative to certain publicly traded companies) and the proposed resolutions to approve the Business Combination. The Banyan Board reviewed the Initial Financial Projections. At the request of the Banyan Board, representatives of Scalar then reviewed its financial analysis of the Transaction with the Banyan Board, and rendered to the Banyan Board an oral opinion, which was subsequently confirmed by the delivery of a written opinion, dated June 21, 2023, to the effect that, as of such date and based on and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken, and other matters considered by Scalar in preparing its opinion, the Consideration (as defined in such opinion) to be paid by Banyan to the Pinstripes stockholders pursuant to the Business Combination Agreement was fair, from a financial point of view, to the holders of Banyan’s Class A Common Stock (other than Pinstripes, the Sponsor and their respective affiliates). Banyan’s independent directors (Messrs. Carter and Cameron — Mr. Lubin was unable to attend due to family matters) also held an executive session of independent directors with K&E to further discuss the proposed business combination between Banyan and Pinstripes and the proposed resolutions to, if such independent directors saw fit, approve the Business Combination prior to a motion being made to so approve such resolutions. Following the executive session of Banyan’s independent directors, the full Banyan Board and other participants in the meeting reconvened and, based on the factors cited in section entitled “— The Banyan Board’s Reasons for the Approval of the Business Combination”, Banyan’s independent directors in attendance, in a separate vote made for good governance reasons, and the entire Banyan Board (other than Mr. Lubin due to his absence) adopted and approved the Business Combination with Pinstripes, and the transactions and agreements contemplated by the Business Combination Agreement.

On June 22, 2023, the parties entered into the Business Combination Agreement and the related ancillary documents.

Also on June 22, 2023, Banyan and BTIG, as the representative of the IPO underwriters, entered into an amendment to the underwriting agreement from the IPO, pursuant to which the deferred underwriting fees were lowered to $3,622,500.

On June 23, 2023, Banyan and Pinstripes issued a joint press release announcing the execution and delivery of the Business Combination Agreement, and Banyan filed a Current Report on Form 8-K, which included as exhibits (a) a joint press release, dated June 23, 2023, (b) an investor presentation providing information on Pinstripes and a summary of certain key terms of the Business Combination, and (c) the Business Combination Agreement and certain related ancillary documents.

On August 22, 2023, a videoconference meeting was held between representatives of Pinstripes, Banyan and William Blair to review Pinstripes’ financial projections and discuss new venue opening schedules and new venue development pipeline, during which Mr. Schwartz presented updated views on Pinstripes’ new venue development and opening schedule. Subsequently, on August 23, 2023, representatives of William Blair had a videoconference meeting with Pinstripes regarding William Blair’s questions on Pinstripes’ projections, new venue opening schedules and new venue development pipeline.

On September 6, 2023, Pinstripes finalized its updated financial forecasts for the calendar year ending December 31, 2024 (the “September Updated Financial Projections”), prepared in light of the revised

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expectations on new venue development, and shared the September Updated Financial Projections with management of Banyan and financial advisors to Banyan and Pinstripes in connection with the preparation for the commencement of outreach to potential investors in respect of the proposed PIPE Financing.

On September 11, 2023 and September 14, 2023, videoconference meetings were held between representatives of Pinstripes, Banyan and William Blair to review and discuss the September Updated Financial Projections.

On September 16, 2023, representatives of Pinstripes and William Blair had a telephone conference to discuss Pinstripes’ venue development pipeline and targeted use of transaction proceeds.

On September 17, 2023, representatives of Pinstripes, Banyan and William Blair had a videoconference meeting to discuss updates to the transaction terms in light of the September Updated Financial Projections, which included a reduction of the Pinstripes “Equity Value” contemplated in the Original Business Combination Agreement, as well as issuance of up to 5 million shares of New Pinstripes Common Stock to the existing holders of Pinstripes Common Stock subject to certain vesting and forfeiture conditions.

On September 18, 2023, the parties agreed to revise the terms of the Business Combination Agreement to reflect (a) an equity value of $379,366,110 and (b) the potential issuance to existing holders of Pinstripes Common Stock of up to 5 million shares of New Pinstripes Common Stock subject to certain vesting and forfeiture conditions.

On September 20, 2023, representatives of K&E on behalf of Banyan, distributed a first draft of the A&R Business Combination Agreement to Katten, which proposed the following significant revisions to the Original Business Combination Agreement: (a) a reduction of “Equity Value” from $429,000,000 to $379,366,110 and (b) revisions implementing the proposed earnout, including (i) specifying $12.00 and $14.00 thresholds for the vesting and issuance of the shares of New Pinstripes Common Stock and (ii) describing the treatment of shares of New Pinstripes Common Stock subject to vesting and forfeiture upon a change of control of New Pinstripes.

Between September 21, 2023 and September 26, 2023, K&E, on the one hand, and Katten, on the other hand, exchanged revised drafts of the A&R Business Combination Agreement, on September 21, 2023, September 22, 2023, September 23, 2023, September 24, 2023, September 25, 2023 and September 26, 2023, and finalized the A&R Business Combination Agreement. The finalized A&R Business Combination Agreement, among other things: (a) clarified which existing Pinstripes equityholders would be entitled to receive New Pinstripes Common Stock subject to vesting and forfeitures and (b) provided that holders of Earnout Shares would be entitled to dividends if otherwise declared on shares of New Pinstripes Common Stock, payable upon the vesting of the applicable Earnout Shares.

On September 24, 2023, a videoconference meeting of the Pinstripes Board was held with representatives of Pinstripes’ management and Katten in attendance. The Pinstripes Board discussed the A&R Business Combination Agreement and tentatively approved its terms.

On September 25, 2023, the Banyan Board approved the A&R Business Combination Agreement by unanimous written consent.

On September 26, 2023, the Pinstripes Board approved the A&R Business Combination Agreement by unanimous written consent and the parties entered into the A&R Business Combination Agreement.

On September 27, 2023, Banyan filed a Current Report on Form 8-K, which included as exhibits (a) the A&R Business Combination Agreement and (b) an investor presentation providing information on Pinstripes and a summary of certain key updated terms of the Business Combination.

On October 18, 2023, K&E and Katten finalized revisions to the form of Director Designation Agreement to reflect that the unvested Earnout Shares will not be counted towards the beneficial ownership thresholds for designation of directors.

On October 27, 2023, K&E and Katten finalized revisions to the form of Proposed Charter to reflect that the Earnout Shares contemplated in the A&R Business Combination Agreement and the Vesting Shares will be designated as Class B Common Stock of New Pinstripes.

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On October 30, 2023, Messrs. Schwartz, Hyman, Keith Jaffee and Matt Jaffee and representatives of William Blair and BTIG held a videoconference meeting to discuss Pinstripes’ financial results for the period between May 1, 2023 and July 23, 2023 (the “Q1 Financials”). Following the meeting, Banyan management concluded that the delays in the new venue development timeline as well as macro-economic conditions expected to result in softening consumer demand affected Pinstripes’ projections negatively.

On November 1, 2023, Mr. Matt Jaffee and Anthony Querciagrossa, the Chief Financial Officer of Pinstripes, had a videoconference meeting to further discuss the Q1 Financials and related ancillary financial data shared with the Banyan management, including gift card breakage review, event bookings, same store sales analysis, sales by location analysis, and any required revisions to the September Updated Financial Projections in light of the Q1 Financials.

On November 2, 2023, Messrs. Querciagrossa and Matt Jaffee attended a videoconference meeting to discuss the supplementary financial data that was shared with the Banyan management on November 1, 2023, including event bookings and sales by location analysis. Following this meeting, Mr. Querciagrossa shared the financial projections relating to the period between January 8, 2024 and January 5, 2025 with the Banyan management.

On November 5, 2023, Messrs. Querciagrossa and Matt Jaffee attended a videoconference meeting to review an updated financial model given the revised growth assumptions concerning Pinstripes’ business.

On November 8, 2023, Messrs. Querciagrossa and Matt Jaffee held another videoconference meeting to review the updated projections model given the revised growth assumptions concerning Pinstripes’ business.

On November 8, 2023, Messrs. Querciagrossa, Matt Jaffee and representatives of William Blair met in a videoconference to discuss the revised financial model of Pinstripes.

On November 10, 2023, Messrs. Querciagrossa, Matt Jaffee and the representatives of William Blair had another videoconference meeting to discuss the revised financial model of Pinstripes and the new location opening timeline.

On November 12, 2023, Mr. Querciagrossa shared updated financial information, including new opening trends based on historic openings and store-level updates with Banyan management and William Blair.

On November 13, 2023, the final financial model (the “November Updated Financial Projections” and, together with the Initial Financial Projections and the September Updated Financial Projections, the “Financial Projections”) was provided by Pinstripes via email and a subsequent videoconference between Messrs. Schwartz, Querciagrossa, Matt Jaffee and Keith Jaffee occurred on the same date.

On November 14, 2023, Messrs. Hyman, Keith Jaffee, Matt Jaffee and representatives of K&E, William Blair, BTIG and, DLA Piper LLP (US), counsel to William Blair and BTIG, met in a videoconference to discuss the revisions to the Updated Financial Projections.

Between November 15, 2023 and November 17, 2023, the management of Banyan and Pinstripes had various discussions regarding the required revisions to the deal terms due to the contemplated revisions to the September Updated Financial Projections.

On November 18, 2023, the parties agreed to revise the terms of the A&R Business Combination Agreement and the Sponsor Letter Agreement to reflect (a) an equity value of $336,214,140, (b) the issuance to existing holders of Pinstripes Common Stock of up to 4,000,000 shares of New Pinstripes Common Stock subject to New Pinstripes meeting a $28,000,000 EBITDA target for the period between January 8, 2024 and January 5, 2025 and (c) that 2,000,000 of Vesting Shares held by the Sponsor will be forfeited for no consideration at Closing to the extent not transferred to the investors participating in the equity financing for the Business Combination (with the Sponsor being entitled to retain a maximum of 250,000 of such Vesting Shares which will vest at Closing), and a number of New Pinstripes Common Stock equal to the number of such forfeited Vesting Shares will be issued to the existing holders of Pinstripes Common Stock at Closing.

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On November 20, 2023, representatives of K&E, on behalf of Banyan, distributed a first draft of the Second A&R Business Combination Agreement and Amended and Restated Sponsor Letter Agreement (“A&R Sponsor Letter Agreement”) to Katten, which reflected the revisions agreed upon by the parties. On November 20, 2023 and November 21, 2023, K&E, on the one hand, and Katten, on the other hand, exchanged revised drafts of the Second A&R Business Combination Agreement and A&R Sponsor Letter Agreement and finalized the Second A&R Business Combination Agreement and A&R Sponsor Letter Agreement.

On November 21, 2023, a videoconference meeting of the Banyan Board was held with representatives of Banyan management and K&E in attendance. The Banyan Board discussed the Second A&R Business Combination Agreement and A&R Sponsor Letter Agreement and approved their terms.

On November 21, 2023, representatives of Katten shared revised forms of Proposed Charter and Director Designation Agreement reflecting the revised terms contemplated in the Second A&R Business Combination Agreement and A&R Sponsor Letter Agreement.

On November 21, 2023, a videoconference meeting of the Pinstripes Board was held with representatives of Pinstripes management and Katten in attendance. The Pinstripes Board discussed the Second A&R Business Combination Agreement and A&R Sponsor Letter Agreement and approved their terms.

On November 22, 2023, representatives of K&E confirmed their agreement with the revised forms of the Proposed Charter and Director Designation Agreement.

Certain Pinstripes Projected Financial Information

Pinstripes provided Banyan with the Initial Financial Projections on June 21, 2023. Pinstripes provided Banyan with the September Updated Financial Projections on September 6, 2023. Pinstripes provided Banyan with the November Updated Financial Projections on November 21, 2023. The Initial Financial Projections no longer reflect Pinstripes’ outlook for the calendar year ending December 31, 2024 and remain included in this joint proxy statement/consent solicitation statement/prospectus solely because they were made available to Banyan and their respective advisors, including Scalar, prior to approval by the Banyan Board and the execution of the Original Business Combination Agreement, as described elsewhere in this joint proxy statement/consent solicitation statement/prospectus. The Financial Projections are subjective in many respects and therefore susceptible to varying interpretations and the need for periodic revision based on actual experience and business developments, and were not intended for third-party use, including by potential investors or existing stockholders. You are cautioned not to rely on the Financial Projections in making a decision regarding the Business Combination, as the Financial Projections may be materially different from actual results. Please also see “Cautionary Note Regarding Forward-Looking Statements.”

The Initial Financial Projections were based on several key assumptions, including that (i) the legacy Pinstripes locations will maintain historical same store sales growth and operational improvements, (ii) the six new locations currently under construction will have opened substantially as currently scheduled, (iii) the six new locations currently under construction will open with sales levels that are in line with opening sales levels of the legacy Pinstripes locations, (iv) Pinstripes will open six additional new locations by July 2024, (v) Pinstripes will continue to execute with its current team, while also adding certain key hires, including a chief financial officer and a chief marketing officer, and (vi) Pinstripes will incur certain additional costs in connection with becoming a public company. The Initial Financial Projections do not take into account any circumstances or events occurring after the date on which the Initial Financial Projections were prepared, which was on or around April 10, 2023. The September Updated Financial Projections were prepared to take into account Pinstripes’ performance to date of fiscal 2024, the pace of new location openings and further visibility as to various factors that could impact financial results in calendar year 2024. The November Updated Financial Projections were prepared to reflect delays in the new venue development timeline as well as macro-economic conditions expected to result in softening consumer demand. Neither the September Updated Financial Projections nor the November Updated Financial Projections were available to the Banyan Board or Scalar as of June 21, 2023. The September Updated Financial Projections and November Financial Projections were shared with management of Banyan and financial advisors to Banyan and Pinstripes. The November Updated Financial Projections do not take into account any circumstances or events occurring after the date on which the Updated Financial Projections were prepared, which was on or around November 13, 2023. The Financial Projections also reflect numerous other assumptions, including

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assumptions with respect to general business, economic, market, regulatory and financial conditions, and various other factors, all of which are difficult to predict and many of which are beyond Pinstripes’ control, such as the risks and uncertainties contained in the section entitled “Risk Factors.”

Although the assumptions and estimates on which the Financial Projections are based are believed by Pinstripes’ management to be reasonable and based on the best then currently available information, the Financial Projections are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Pinstripes’ and Banyan’s control. There will be differences between actual and forecasted results, and actual results may be materially greater or materially less than those contained in the Financial Projections. The inclusion of the Financial Projections in this joint proxy statement/consent solicitation statement/prospectus should not be regarded as an indication that Pinstripes, Banyan nor their respective representatives considered or consider the Financial Projections to be a reliable prediction of future events, and reliance should not be placed on the Financial Projections.

The Financial Projections were disclosed to Banyan for use as a component in its overall evaluation of Pinstripes and are included in this joint proxy statement/consent solicitation statement/prospectus on that account, subject to standard caveats with respect to forward-looking statements. The Financial Projections were not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information. Neither Pinstripes’ management nor any of its representatives has made or makes any representation to any person regarding the ultimate performance of Pinstripes compared to the information contained in the Financial Projections, and none of them intends to or undertakes any obligation to update or otherwise revise the Financial Projections to reflect circumstances existing after the date when made or to reflect the occurrence of future events in the event that any or all of the assumptions underlying the Financial Projections are shown to be in error, except to the extent required by law. Accordingly, they should not be looked upon as “guidance” of any sort. New Pinstripes will not refer back to these forecasts in its future periodic reports filed under the Exchange Act.

Neither Ernst & Young LLP, Pinstripes’ independent auditor, nor any other independent accountant has compiled, reviewed, examined, performed any other assurance procedures, or expressed any form of assurance with respect to the Financial Projections. The report of Ernst & Young LLP included in this joint proxy statement/consent solicitation statement/prospectus relates to Pinstripes’ historical audited financial statements and does not extend to the Financial Projections, and should not be read to do so.

In connection with the consideration by the Banyan Board of the proposed Business Combination, Banyan’s management presented to the Banyan Board the Initial Financial Projections. The key elements of the Initial Financial Projections considered at that time by the Banyan Board are summarized below:(1)

(in millions)	Calendar Year Ending December 31, 2024P
Total Revenue		$	194
Adjusted EBITDA(2)			36

(1)

The following are the Initial Financial Projections presented to the Banyan Board at its meeting on June 21, 2023. Neither Banyan, Pinstripes nor any of their respective representatives, affiliates, advisors, officers or directors make any representation to any person with regard to the ultimate performance of the combined company.

(2)

EBITDA is defined as Net income (loss) before interest expense (net of interest income), Income tax expense (benefit) and Depreciation and amortization expense. Adjusted EBITDA is defined as EBITDA, excluding equity-based compensation expense, as well as certain items that Pinstripes does not believe directly reflect its core operations and may not be indicative of Pinstripes’ recurring business operations. Adjusted EBITDA in the Initial Financial Projections includes management’s estimates for incremental costs associated with being a public company of $3 million in the calendar year ending December 31, 2024.

The September Updated Financial Projections were prepared and shared with management of Banyan and financial advisors to Banyan and to reflect Pinstripes’ updated views on Pinstripes’ new venue development

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and opening schedule, and to reflect the update to the business given the passage of time since the Initial Financial Projections were prepared. The September Updated Financial Projections were not available to the Banyan Board or Scalar as of June 21, 2023, and no longer reflect Pinstripes’ outlook for the calendar year ending December 31, 2024. The key elements of the September Updated Financial Projections are summarized below:(1)

(in millions)	Calendar Year Ending December 31, 2024P
Total Revenue		$	175 – 185
Adjusted EBITDA(2)	28 – 30

(1)

Neither Banyan, Pinstripes nor any of their respective representatives, affiliates, advisors, officers or directors make any representation to any person with regard to the ultimate performance of the combined company.

(2)

EBITDA is defined as Net income (loss) before interest expense (net of interest income), Income tax expense (benefit) and Depreciation and amortization expense. Adjusted EBITDA is defined as EBITDA, excluding equity-based compensation expense, venue pre-opening expenses, as well as certain items that Pinstripes does not believe directly reflect its core operations and may not be indicative of Pinstripes’ recurring business operations. Adjusted EBITDA in the September Updated Financial Projections includes management’s estimates for incremental costs associated with being a public company of $3 million in the calendar year ending December 31, 2024.

The November Updated Financial Projections were prepared to reflect delays in the new venue development timeline as well as macro-economic conditions expected to result in softening consumer demand. The November Updated Financial Projections were not available to the Banyan Board or Scalar as of June 21, 2023. The key elements of the November Updated Financial Projections are summarized below:(1)

(in millions)	Calendar Year Ending December 31, 2024P
Total Revenue		$	190
Adjusted EBITDA(2)			25

(1)

(2)

For purposes of the November Updated Financial Projections, Adjusted EBITDA is defined in a manner consistent with the definition of 2024 EBITDA. Adjusted EBITDA in the November Updated Financial Projections includes management’s estimates for incremental costs associated with being a public company of $3 million in the calendar year ending December 31, 2024.

The non-GAAP financial measure set forth above should not be considered a substitute for, or superior to, financial measures determined or calculated in accordance with GAAP. Pinstripes is not providing a quantitative reconciliation of this forward-looking non-GAAP financial measure. In accordance with Item 10(e)(1)(i)(B) of Regulation S-K, a quantitative reconciliation of a forward-looking non-GAAP financial measure is only required to the extent it is available without unreasonable efforts. Pinstripes does not currently have sufficient data to accurately estimate the variables and individual adjustments for such reconciliation, or to quantify the probable significance of these items. The adjustments required for any such reconciliation of Pinstripes’ forward-looking non-GAAP financial measure cannot be accurately forecast by Pinstripes, and therefore the reconciliation has been omitted. A reconciliation of the non-GAAP financial measure was not provided to either of the Pinstripes Board or Banyan Board in connection with the Business Combination.

Reasonable Basis Review of Pinstripes’ Initial Financial Projections and Underlying Assumptions

Zukin was retained by Banyan on June 6, 2023, to provide Banyan with a reasonable basis review (“RBR”) of the Initial Financial Projections and underlying assumptions of Pinstripes, as of April 7, 2023, set forth above under “Certain Projected Financial Information of Pinstripes.”

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An RBR does not provide assurance projections will be realized, and serves a limited purpose as more fully explained below and in the RBR report. On June 19, 2023, Zukin presented its report regarding the RBR to the Banyan Board. The full text of the report (the “Zukin Report”) is included as Annex G to this joint proxy statement/consent solicitation statement/prospectus. This summary is qualified by the full text of the Zukin Report.

Zukin requested certain documents and information from Pinstripes regarding the assumptions used to formulate the Initial Financial Projections and the terms of the Business Combination. In addition, Zukin or its agents conducted interviews, either verbally or through written questionnaires, with Pinstripes officers who Zukin was informed, by Pinstripes and Banyan, as being primarily responsible for the Initial Financial Projections and underlying assumptions. Zukin additionally reviewed publicly available databases and other third-party materials, regarding Pinstripes’ market and offerings, both those originally obtained by Pinstripes to create the assumptions, and other materials Zukin believed to be relevant. A partial list of such materials is set forth in the full text of the Zukin Report.

Zukin’s findings in the course of conducting the RBR, relating to the material assumptions and other material factors used to create the Initial Financial Projections led Zukin to the following conclusions:

The assumptions used, taken as a whole, provide reasonable support for the Initial Financial Projections;

The Initial Financial Projections are consistent with the material factors and assumptions used to construct them, and take into account the preparers’ of the Initial Financial Projections informed judgment; and

That there is a reasonable basis for the Initial Financial Projections provided by Pinstripes as of April 7, 2023.

Zukin reviewed the reasonable basis for the Initial Financial Projections and the underlying assumptions used to create such projections. Zukin provides no assurance that the projected results will in fact be realized. Many factors, some outside of Pinstripes’ control, could cause Pinstripes’ performance to fail to meet, or exceed, the forecasts included in the Initial Financial Projections. In the course of its review, Zukin assumed and relied upon the accuracy and completeness of the financial statements of Pinstripes, and other information, provided to Zukin by Banyan and Pinstripes.

The reasonable basis for projections and assumptions is assessed solely on the date the RBR report was issued, based on information provided to Zukin before that date. Information that became and becomes available after the date of such report may cause the projections or assumptions to not have a reasonable basis, and Pinstripes may discover information that leads it to modify its projections.

The Zukin Report contains other disclaimers and should be read in its entirety to understand the findings of the review summarized herein.

Banyan has agreed to indemnify Zukin from third party claims arising out of Zukin’s conduct of the RBR and the delivery of the Zukin Report, other than in the event Zukin is determined to have acted in bad faith, committed fraud, to be grossly negligent or to have engaged in willful misconduct.

“RBR” is a service mark of Zukin.

Opinion of Scalar, LLC

On June 21, 2023, at a meeting of the Banyan Board, Scalar rendered its oral opinion to the Banyan Board, subsequently confirmed in writing, as to the fairness, from a financial point of view, as of such date, to the Public Stockholders (for purposes of such opinion and this summary, other than the Excluded Parties) of the Consideration (as defined below) to be paid by Banyan to the Pinstripes stockholders pursuant to the Business Combination Agreement (without giving effect to any impact of the Transaction on any particular Public Stockholder other than in its capacity as a Public Stockholder), based upon and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken, and other matters considered by Scalar in preparing its opinion. For purposes of Scalar’s opinion and this summary, the “Consideration” consisted of shares of New Pinstripes Common Stock with an aggregate

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value (based on a stated value of $10.00 per share of New Pinstripes Common Stock) equal to (i) $429 million multiplied by (ii) the number of Pinstripes Common Shares outstanding as of the Effective Time divided by (iii) the Fully Diluted Shares Outstanding (as defined in the Business Combination Agreement).

The full text of Scalar’s written opinion, dated June 21, 2023, which sets forth the procedures followed, assumptions made, matters considered, qualifications and limitations on the review undertaken, and other matters considered by Scalar in connection with the opinion, is attached to this joint proxy statement/consent solicitation statement/prospectus as Annex F. The summary of Scalar’s opinion in this joint proxy statement/consent solicitation statement/prospectus is qualified in its entirety by reference to the full text of Scalar’s written opinion. Scalar’s opinion was provided for the information and assistance of the Banyan Board and does not constitute a recommendation as to how any stockholder of the Banyan should vote or act (including with respect to any redemption rights) with respect to the Transaction or any other matter.

In arriving at its opinion, Scalar, among other things:

•

reviewed a draft, dated June 21, 2023, of the Business Combination Agreement;

•

reviewed a draft, provided to Scalar on June 20, 2023, of the Sponsor Letter Agreement;

•

reviewed a draft, dated June 12, 2023, of the Certificate of Designations of the Series I Convertible Preferred Stock of Pinstripes (which is referred to in this summary of Scalar’s opinion as the “Series I CoD” and, together with the Business Combination Agreement and the Sponsor Letter Agreement, the “Reviewed Transaction Documents”);

•

reviewed certain publicly available business and financial information relating to Banyan and Pinstripes;

•

reviewed certain historical financial information and other data relating to Pinstripes that were provided to Scalar by the management of Banyan, approved for Scalar’s use by Banyan, and not publicly available;

•

reviewed certain internal financial forecasts, estimates, and other data relating to the business and financial prospects of Pinstripes that were provided to Scalar by the management of Banyan, approved for Scalar’s use by Banyan, and not publicly available, including financial forecasts and estimates for the fiscal year ending April 30, 2024, and the twelve month period ending December 31, 2024, prepared by the management of Pinstripes, which are referred to in this summary of Scalar’s opinion, collectively, as the “Initial Financial Projections”;

•

conducted discussions with members of the senior management of Pinstripes and Banyan concerning the Transaction and the business, operations, historical financial results, and financial prospects of Pinstripes;

•

reviewed current and historical market prices of the Banyan Class A Common Stock;

•

reviewed certain financial and stock market data of Pinstripes and compared that data with similar publicly available data for certain other companies;

•

reviewed certain pro forma effects relating to the Transaction, including estimated transaction costs and the effects of anticipated financings, approved for Scalar’s use by Banyan; and

•

conducted such other financial studies, analyses and investigations, and considered such other information, as Scalar deemed necessary or appropriate.

In performing its analysis and rendering its opinion, with Banyan’s consent, Scalar relied upon and assumed, without assuming liability or responsibility for independent verification, the accuracy and completeness of information that was publicly available or was furnished, or otherwise made available to Scalar or discussed with or reviewed by Scalar. Scalar further relied upon the assurances of the management of Banyan that the financial information provided had been prepared on a reasonable basis in accordance with industry practice, and that they were not aware of any information or facts that would make any information provided to Scalar inaccurate, incomplete or misleading. Scalar also was advised by Banyan’s senior management, and Scalar assumed, that the Initial Financial Projections represented a reasonable basis upon which to evaluate the business and financial prospects of Pinstripes.

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Without limiting the generality of the foregoing, for the purpose of its opinion, Scalar assumed with respect to financial forecasts, estimates, pro forma effects, and other forward-looking information reviewed by Scalar, that such information had been reasonably prepared based on assumptions reflecting the best currently available estimates and judgments of the management of Pinstripes and Banyan as to the expected future results of operations and financial condition of Pinstripes. Scalar assumed no responsibility for and expressed no opinion as to any such financial forecasts, estimates, pro forma effects, or forward-looking information or the assumptions on which they were based. Scalar also assumed that the Transaction will have the tax consequences described in discussions with, and materials furnished to Scalar by, representatives of Pinstripes or Banyan, and will be treated as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.

Scalar is not a legal, accounting, regulatory, or tax expert and its opinion does not address any legal, regulatory, taxation, or accounting matters, as to which Scalar understood that Banyan obtained such advice as it deemed necessary from qualified professionals, and Scalar assumed the accuracy and veracity of all assessments made by such advisors to Pinstripes or Banyan with respect to such matters.

In arriving at its opinion, with Banyan’s consent and without independent verification, Scalar relied upon and assumed that except as would not be in any way meaningful to Scalar’s analysis: (i) the final form of each of the Reviewed Transaction Documents, as executed by the parties thereto and/or filed for recordation with the Secretary of State for the State of Delaware (as applicable), would not differ from the draft that Scalar reviewed, (ii) the representations and warranties of all parties to the Business Combination Agreement, and any related Transaction documents, are correct and that such parties will comply with and perform all covenants and agreements required to be complied with or performed by such parties under the Business Combination Agreement and any related Transaction documents, (iii) the Transaction will be consummated in accordance with the terms of the Business Combination Agreement and related Transaction documents, without any waiver or amendment of any term or condition thereof, (iv) there had been no change in the assets, financial condition, business or prospects of any party to the Business Combination Agreement since the date of the most recent financial statements and other information made available to Scalar, (v) 1,500,000 Non-Redemption Shares, Bridge Financing Shares, or PIPE Investment Shares (each as defined in the Sponsor Letter Agreement), in the aggregate, will be transferred by the Sponsor, and (vi) no Public Stockholders will elect to redeem their Banyan Class A Common Stock pursuant to the Redemption. Additionally, Scalar assumed that all governmental, regulatory, or other third-party approvals and consents necessary for the consummation of the Transaction or otherwise contemplated by the Business Combination Agreement will be obtained without any adverse effect on Pinstripes or Banyan, or on the expected benefits of the Transaction, in any way meaningful to Scalar’s analysis.

In addition, Scalar relied upon (without independent verification and without expressing any view, opinion, representation, guaranty or warranty (in each case, express or implied)) the assessments, judgments and estimates of Banyan’s senior management and Pinstripes’ senior management as to, among other things, (i) the potential impact on Pinstripes of market, competitive and other trends in and prospects for, and governmental, regulatory and legislative matters relating to or affecting, the industry in which Pinstripes operates and related industries, (ii) Pinstripes’ existing and future products, services, locations, technology and intellectual property and the associated risks thereto (including, without limitation, the probabilities and timing of successful development and marketing thereof; compliance with relevant regulatory requirements; prospective sales prices and sales volumes; prospective location opening dates and existing and prospective location sales; and the potential impact of competition thereon) and (iii) Banyan’s and Pinstripes’ existing and future relationships, agreements and arrangements with, and the ability to attract, retain and/or replace, key employees, suppliers and other commercial relationships (in each such case to the extent relevant to Pinstripes, the Transaction and its contemplated benefits). Scalar assumed that there would not be any developments with respect to any of the foregoing matters that would have an adverse effect on Banyan, Pinstripes or the Transaction (including the contemplated benefits thereof) or that otherwise would be meaningful in any respect to Scalar’s analyses or opinion.

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price, the stated value per New Pinstripes Common Stock provided in the Business Combination Agreement, and Banyan’s approximate cash per outstanding share of Banyan Class A Common Stock (excluding, for the avoidance of doubt, the dilutive impact of the Banyan Class B Common Stock or any warrants issued by Banyan). In rendering its opinion, Scalar did not express any view or opinion as to what the value of the New Pinstripes Common Stock will be when issued pursuant to the Transaction or the price or range of prices at which any Banyan Common Shares (as defined below) or other securities or financial instruments of or relating to Banyan may trade or otherwise be transferable at any time before or after announcement or consummation of the Transaction. The New Pinstripes Common Stock, together with the Banyan Class A Common Stock and Banyan Class B Common Stock, are referred to in this summary of Scalar’s opinion, collectively, as the “Banyan Common Shares.”

In arriving at its opinion, Scalar did not perform any appraisals or valuations of any specific assets or liabilities (fixed, contingent or other) of Pinstripes or Banyan, and was not furnished or provided with any such appraisals or valuations, nor did Scalar evaluate the solvency of Pinstripes or Banyan under any state or federal law relating to bankruptcy, insolvency or similar matters. The analyses performed by Scalar in connection with its opinion were going concern analyses, assuming the Transaction was consummated. Without limiting the generality of the foregoing, Scalar did not undertake any independent analysis of any pending or threatened litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which Pinstripes or Banyan was a party or may be subject, and at Banyan’s direction and with Banyan’s consent, Scalar’s opinion made no assumption concerning, and therefore did not consider, the possible assertion of claims, outcomes or damages arising out of any such matters.

Scalar’s opinion was necessarily based upon economic, monetary, market, and other conditions as in effect on, the information available to Scalar as of, and the facts and circumstances as they existed on, the date of Scalar’s written opinion and Scalar’s opinion speaks only as of such date; events occurring after that date, or information provided to Scalar after that date, could materially affect the assumptions used in preparing Scalar’s opinion. Scalar has not undertaken to update, reaffirm, or revise its opinion or otherwise comment upon any events occurring after the date of Scalar’s written opinion, material information provided to Scalar after that date, or any change in facts or circumstances that occurred after that date, and Scalar does not have any obligation to update, revise, or reaffirm its opinion.

Scalar’s opinion did not address Banyan’s underlying business decision to engage in the Transaction, the relative merits of the Transaction as compared to other business or investment strategies or transactions that might be available to Banyan, or whether the Consideration to be paid by Banyan pursuant to the Business Combination Agreement represents the best price obtainable. In connection with Scalar’s engagement, Scalar was not requested to, and did not, solicit interest from other parties with respect to an acquisition of, or other business combination with, Banyan or any other alternative transaction. Scalar’s opinion addressed only the fairness from a financial point of view, as of the date thereof, to the Public Stockholders (other than the Excluded Parties) of the Consideration to be paid by Banyan to the Pinstripes stockholders pursuant to the Business Combination Agreement. Scalar was not asked to, and did not, offer any opinion as to the terms, other than the Consideration to the extent expressly specified therein, of the Business Combination Agreement or any related documents or the form of the Transaction or any related transaction (including any agreement or transaction between any Excluded Party and Pinstripes or Banyan), including the fairness of the Transaction to, or any consideration received in connection therewith by, any Excluded Parties, the holders of any class of securities, creditors, or other constituencies of Banyan, Pinstripes, or any of their respective affiliates. Scalar was not asked to, and did not, offer any opinion with respect to any ongoing obligations of Pinstripes, Banyan, or any of their respective affiliates (including any obligations with respect to governance, appraisal rights, preemptive rights, registration rights, voting rights, or otherwise) contained in any Reviewed Transaction Documents, any other agreement related to the Transaction, or under applicable law, any allocation of the Consideration (or any portion thereof), or the fair market value of Pinstripes, Banyan, the Banyan Common Shares, or the Pinstripes Stock. In addition, Scalar expressed no opinion as to the fairness of the amount or nature of any compensation to be received by any officers, directors, or employees of any parties to the Transaction, any Excluded Parties, or any class of such persons, whether relative to the Consideration or otherwise. Scalar’s opinion (i) did not address the individual circumstances of specific holders of Banyan’s securities (including Banyan Class B Common Stock and warrants) with respect to rights or aspects which may distinguish such holders or Banyan’s securities (including Banyan Class B Common Stock and warrants) held by such holders, (ii) did not address, take into

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consideration or give effect to any existing or future rights, preferences, restrictions or limitations or other attributes of any such securities (including Banyan Class B Common Stock and warrants) or holders (including the Sponsor), (iii) did not address any impact of the Transaction on any particular Public Stockholder other than in its capacity as a Public Stockholder, and (iv) did not in any way address proportionate allocation or relative fairness (including, without limitation, the allocation of any consideration among or within any classes or groups of security holders or other constituents of Banyan or any other party). Scalar also did not address, or express a view with respect to, any acquisition of control or effective control of Banyan by any stockholder or group of stockholders of Pinstripes. Scalar’s opinion should not be construed as creating any fiduciary duty of Scalar (or any of its affiliates) to any party.

Scalar’s opinion was provided for the benefit of the Banyan Board (in its capacity as such) in connection with, and for the purpose of, its evaluation of the Transaction, and does not constitute a recommendation to any stockholder as to how such stockholder should vote or act (including with respect to any redemption rights) with respect to the Transaction or any other matter.

Summary of Scalar’s Financial Analysis

The following is a summary of the material financial analyses delivered by Scalar to the Banyan Board in connection with rendering the opinion described above. The summary set forth below does not purport to be a complete description of the financial analyses performed or factors considered by, and underlying the opinion of, Scalar, nor does the order of the financial analyses described represent the relative importance or weight given to those financial analyses by Scalar. Scalar may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analyses summarized below should not be taken to be Scalar’s view of the actual value of Pinstripes. Some of the summaries of the financial analyses set forth below include information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses performed by Scalar. Considering the data in the tables below without considering all financial analyses or factors or the full narrative description of such analyses or factors, including the methodologies and assumptions underlying such analyses or factors, could create a misleading or incomplete view of the processes underlying Scalar’s financial analyses and its opinion.

In performing its analyses, Scalar made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of Banyan, Pinstripes, or any other parties to the Transaction. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of the parties to the Business Combination Agreement, Scalar or any other person assumes responsibility if future results are materially different from those forecasted. In addition, these analyses do not purport to be appraisals or reflect the prices at which businesses or securities may actually be sold. Accordingly, the assumptions and estimates used in, and the results derived from, the financial analyses are inherently subject to substantial uncertainty. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on June 20, 2023, and is not necessarily indicative of current market conditions. The estimates of the future financial performance of Pinstripes relied upon for the financial analyses described below were based on the Initial Financial Projections, and estimates of the future financial performance of the selected companies listed below were based on publicly available research analyst estimates for those companies.

Assumed Value of New Pinstripes Common Stock

Given Banyan’s nature as a special purpose acquisition company, for purposes of Scalar’s opinion and with Banyan’s consent Scalar assumed a value of $10.00 per share of Banyan Class A Common Stock in calculating the value of the shares of New Pinstripes Common Stock to be issued as the Consideration under the Business Combination Agreement, with such $10.00 value being based on Banyan’s initial public offering price and Banyan’s approximate cash per outstanding share of Banyan Class A Common Stock (excluding, for the avoidance of doubt, the dilutive impact of the Banyan Class B Common Stock or any warrants issued by Banyan). In rendering its opinion, Scalar did not express any view or opinion as to what

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the value of the New Pinstripes Common Stock will be when issued pursuant to the Transaction or the price or range of prices at which the Banyan Class A Common Stock, Banyan Class B Common Stock, or other securities or financial instruments of or relating to Banyan may trade or otherwise be transferable at any time before or after announcement or consummation of the Transaction. For purposes of Scalar’s opinion and this summary, the Consideration consisted of shares of New Pinstripes Common Stock with an aggregate value (based on a stated value of $10.00 per share of New Pinstripes Common Stock) equal to (i) $429 million multiplied by (ii) the number of shares of Pinstripes Common Stock outstanding as of the Effective Time divided by (iii) the Fully Diluted Shares Outstanding.

In preparing its opinion and related analysis, Scalar understood that Pinstripes and the Middleton Series I Investors would enter into a securities purchase agreement, pursuant to which the Middleton Series I Investors would invest $20,000,000 in Pinstripes in exchange for 800,000 shares of Pinstripes’ Series I Convertible Preferred Stock. Based on the pro forma information approved for Scalar’s use by the Banyan, this implied an assumed aggregate value of the Consideration and the conversion of the Series I Financing of $449,000,000. The size of the Series I Financing was subsequently increased beyond such amount, as described elsewhere in this joint proxy statement/consent solicitation statement/prospectus. Scalar’s opinion and related analysis have not been revised or updated to reflect such increase in the Series I Financing.

Sponsor Forfeiture Shares

Contemporaneously with the entry into the Business Combination Agreement, the Sponsor Holders, Banyan and Pinstripes entered into the Sponsor Letter Agreement, pursuant to which (among other things), the Sponsor Holders have agreed to (i) waive any adjustment to the conversion ratio set forth in the Governing Documents of Banyan or any other anti-dilution or similar protection with respect to the Banyan Class B Common Stock and (ii) subject certain of their Banyan Class B Common Stock to forfeiture and/or vesting on the basis of achieving certain trading price thresholds following the Closing (such shares subject to forfeiture and/or vesting, the “Sponsor Forfeiture Shares”). Scalar expressed no opinion with respect to the Sponsor Forfeiture Shares.

Selected Companies Analysis

Scalar reviewed certain financial data for selected companies with publicly traded equity securities that Scalar deemed relevant for purposes of this analysis based on various factors, including their product offerings within the consumer packaged foods industry and their business model. The financial data reviewed included:

•

Enterprise value as a multiple of estimated revenue for the next twelve months, or “NTM Revenue”;

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Enterprise value as a multiple of estimated earnings before interest, taxes, depreciation, and amortization, or “EBITDA,” for the next twelve months, or “NTM EBITDA”;

•

Enterprise value as a multiple of estimated revenue for the 2024 calendar year, or “CY 2024 Revenue”; and

•

Enterprise value as a multiple of estimated EBITDA for the 2024 calendar year, or “CY 2024 EBITDA.”

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The selected companies and corresponding financial data included the following:

($ in millions) Selected Companies	Market Capitalization			Enterprise Value			NTM Revenue			NTM EBITDA			CY 2024 Revenue			CY 2024 EBITDA
Bowlero Corp.		$	1,974.4		$	3,327.0		$	1,131.1		$	381.5		$	1,208.9		$	413.3
Darden Restaurants, Inc.			20,052.5			21,820.8			11,305.9			1,733.0			12,034.3			1,854.1
Dave & Buster’s Entertainment, Inc.			1,805.3			2,943.4			2,342.4			565.4			2,451.5			586.7
Dutch Bros Inc.			1,630.8			2,268.6			1,035.6			137.8			1,246.9			179.1
Kura Sushi USA, Inc.			976.7			954.6			211.0			13.6			260.0			21.6
Life Time Group Holdings, Inc.			3,742.8			5,598.3			2,302.3			502.5			2,519.3			563.9
Portillo’s Inc.			1,138.5			1,563.2			708.8			102.4			774.6			111.5
Restaurant Brands International Inc.			23,692.5			37,654.5			7,022.2			2,581.3			7,314.8			2,710.5
Shake Shack Inc.			2,915.6			2,897.8			1,133.0			120.8			1,266.9			140.3
Sweetgreen, Inc.			1,194.8			897.9			614.4			(11.6)			710.9			8.4
Topgolf Callaway Brands Corp.			3,532.0			5,964.8			4,547.2			651.5			4,874.6			721.2
Vail Resorts, Inc.			9,490.4			11,762.6			3,078.6			961.4			3,144.7			967.0

Enterprise Value /

Selected Companies

NTM
Revenue

NTM
EBITDA

CY 2024
Revenue

CY 2024
EBITDA

Bowlero Corp.

2.9x

8.7x

2.8x

8.0x

Darden Restaurants, Inc.

1.9x

12.6x

1.8x

11.8x

Dave & Buster’s Entertainment, Inc.

1.3x

5.2x

1.2x

5.0x

Dutch Bros Inc.

2.2x

16.5x

1.8x

12.7x

Kura Sushi USA, Inc.

4.5x

70.1x

3.7x

44.2x

Life Time Group Holdings, Inc.

2.4x

11.1x

2.2x

9.9x

Portillo’s Inc.

2.2x

15.3x

2.0x

14.0x

Restaurant Brands International Inc.

5.4x

14.6x

5.1x

13.9x

Shake Shack Inc.

2.6x

24.0x

2.3x

20.6x

Sweetgreen, Inc.

1.5x

N/A

1.3x

107.4x

Topgolf Callaway Brands Corp.

1.3x

9.2x

1.2x

8.3x

Vail Resorts, Inc.

3.8x

12.2x

3.7x

12.2x

Bowlero Corp.

2.9x

8.7x

2.8x

8.0x

Darden Restaurants, Inc.

1.9x

12.6x

1.8x

11.8x

“N/A” refers to not applicable.

The selected companies generally have significantly larger total revenue and EBITDA than those projected for Pinstripes for the calendar year ending December 31, 2024. However, Scalar considered the growth profile of the selected companies to be more important than their level of revenue and EBITDA. Each selected company had at least a 10% revenue growth rate over the twelve-month period prior to the delivery of Scalar’s opinion. Some of the selected companies are expected to continue growing at a high rate, and others Scalar considered to have similar product offerings to Pinstripes. The selected companies also have greater analyst coverage than companies with revenue and EBITDA levels more similar to Pinstripes’ revenue and EBITDA, allowing Scalar to obtain financial estimates of NTM Revenue, NTM EBITDA, CY 2024 Revenue, and 2024 EBITDA for purposes of the selected companies analysis.

Taking into account the results of the selected companies analysis, Scalar applied selected multiple ranges of 3.25x to 3.75x NTM Revenue, 2.75x to 3.25x CY 2024 Revenue, and 13.5x to 16.5x CY 2024 EBITDA to corresponding financial data for Pinstripes. The selected companies analysis indicated implied total equity value reference ranges for Pinstripes of approximately $485,116,000 to $571,321,000 based on revenue (applying equal weighting between NTM Revenue and CY 2024 Revenue) and approximately

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$459,284,000 to $567,284,000 based on EBITDA, as compared to the Total Value of the Transaction Consideration (as described and calculated below under “— Pro Forma Consideration Analysis”) of $511,286,205.

Scalar noted that the Total Value of the Transaction Consideration was within each of the above ranges, which in Scalar’s view supported its assessment of the financial fairness of the Consideration.

Pro Forma Consideration Analysis

Utilizing pro forma ownership information provided by Banyan management and the assumptions described above (including assuming a value of $10.00 per share of New Banyan Common Stock), Scalar calculated the aggregate implied value of the pro forma shares outstanding (other than the Banyan Class A Common Stock that are not held by Excluded Parties). The Sponsor Forfeiture Shares were excluded from this calculation because they are subject to price-based vesting. These calculations are summarized below:

	# of shares		Consideration Value
Vested Founders Shares		2,415,001		$	24,150,010
Non-Redemption Shares		1,000,000			10,000,000
Bridge Financing Shares		500,000			5,000,000
Shares issued in exchange for Pinstripes Stock		40,587,319			405,873,190
Shares issued in exchange for Pinstripes Series I Shares		2,066,667			20,666,670
Substituted Options		5,303,778			53,037,777
Cash transaction expenses		N/A			15,000,000
Fully-Diluted Value of Transaction Consideration		51,872,765		$	533,727,647
Adjustment for Option Proceeds					(22,441,442)
Total Value of the Transaction Consideration				$	511,286,205

Scalar noted that the Total Value of the Transaction Consideration calculated based on the pro forma ownership, as described above, was within the reference ranges calculated in the selected companies analysis described above, which in Scalar’s view supported its assessment of the financial fairness of the Consideration.

Implied Pro Forma Share Value Analysis

Utilizing pro forma ownership information provided by Banyan management and the assumptions and weighting described above, Scalar calculated the implied pro forma value of a share of New Pinstripes Common Stock after giving effect to the Transaction. This analysis took into consideration the impact of the pro forma dilution described above in calculating the Total Value of the Transaction Consideration. The Sponsor Forfeiture Shares were excluded from this calculation because they are subject to price-based vesting. These calculations are summarized below:

	Implied Pro Forma Value per Share of New Pinstripes Common Stock
Selected Companies Analysis	Low			Middle			High
Revenue multiple		$	9.53		$	10.30		$	11.07
EBITDA multiple		$	9.07		$	10.04		$	11.00

Scalar noted that the assumed value of a share of New Pinstripes Common Stock of $10.00 was within the reference ranges calculated in the selected companies analysis described above, which in Scalar’s view supported its assessment of the financial fairness of the Consideration.

General

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above,

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without considering the analyses as a whole, could create an incomplete view of the processes underlying Scalar’s opinion. In arriving at its fairness determination, Scalar considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Scalar made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to Pinstripes or the Transaction.

Scalar’s financial analyses and opinion were only one of many factors taken into consideration by the Banyan Board in its evaluation of the Transaction. Consequently, the analyses described above should not be viewed as determinative of the views of the Banyan Board or management of Banyan with respect to the Consideration or as to whether the Banyan Board would have been willing to determine that different consideration was fair. The consideration for the transaction was determined through arm’s-length negotiations between Banyan and Pinstripes and was approved by the Banyan Board. Scalar did not advise the Banyan Board during these negotiations, nor did it recommend any specific amount of consideration to Banyan or the Banyan Board or that any specific amount of consideration constituted the only appropriate consideration for the Transaction. The foregoing summary does not purport to be a complete description of the analyses performed by Scalar in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Scalar attached hereto as Annex F.

Scalar and its affiliates are engaged in transaction advisory, financial reporting, litigation consulting, tax and other financial and non-financial activities and services for various persons and entities. Scalar was engaged by Banyan to render its opinion to the Banyan Board and Scalar received a fee of $220,000 from Banyan for providing its services and rendering its opinion. No portion of these fees was refundable or contingent upon the consummation of the Transaction or the conclusion reached in Scalar’s opinion. Banyan has also agreed to indemnify Scalar against certain liabilities and reimburse Scalar for certain expenses in connection with Scalar’s services. In the past two years, Scalar and its affiliates have not provided any other advisory services to Banyan or its affiliates for which Scalar and its affiliates received compensation. Scalar and its affiliates may seek to provide such services to Pinstripes, Banyan, and their respective affiliates in the future and expect to receive fees for the rendering of these services. In the ordinary course of business, certain of Scalar’s employees and affiliates, or entities in which they have invested, may hold or trade, for their own accounts and the accounts of their investors, securities of Pinstripes and Banyan and, accordingly, may at any time hold a long or short position in such securities.

The issuance of Scalar’s opinion was approved by an authorized committee of Scalar.

The Banyan Board selected Scalar to provide its opinion in connection with the Transaction based on Scalar’s reputation and experience. Scalar is a valuation firm that has substantial experience in transactions similar to the Transaction.

The Banyan Board’s Reasons for the Approval of the Business Combination

The Banyan Board, in evaluating the transaction with Pinstripes, consulted with Banyan’s management and its legal and other advisors. In reaching its resolution (i) that the terms and conditions of the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination, are advisable and in the best interests of Banyan and its stockholders and (ii) to recommend that the stockholders approve the transactions contemplated by the Business Combination Agreement and other proposals submitted to the stockholders, the Banyan Board considered a wide variety of factors in connection with its evaluation of the Business Combination. In light of the complexity of those factors, the Banyan Board did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. Individual members of the Banyan Board may have given different weight to different factors. This explanation of the reasons for the Banyan Board’s approval of the Business Combination, and all other information presented in this section, is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”

Before reaching its decision, the Banyan Board reviewed the results of the due diligence conducted by Banyan’s management and advisors, which included:

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•

extensive meetings and calls with Pinstripes management to understand and analyze Pinstripes business;

•

meetings with Pinstripes’ major vendors (including its general contractor and foodservice equipment and supplies vendor);

•

review of diligence materials and interviews conducted by K&E and Banyan;

•

site visits to multiple Pinstripes locations;

•

review of Pinstripes’ consolidated financial statements;

•

research on industry trends;

•

research on comparable companies;

•

research on comparable transactions; and

•

reviews of certain financial assumptions provided by Pinstripes.

The factors considered by the Banyan Board (including certain historical and forecasted financial information that were subsequently updated) included, but were not limited to, the following:

•

Historical and Projected Growth. Pinstripes has grown net sales significantly during the last five years, from approximately $63 million in fiscal 2018 to approximately $104 million in fiscal 2023, translating to a CAGR of over 10%. Pinstripes expects to achieve an approximately 18% EBITDA margin by the end of 2024, taking into account its planned location openings. Additionally, Pinstripes has, on average, greatly outperformed the Standard & Poor US restaurants industry comparables in revenue growth, achieving a three-year revenue CAGR of over two times the average of the Standard & Poor restaurant comparables (as of June 2023).

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•

Expected Growth in the Restaurant and US Bowling Center Markets. According to independent research, US foodservice, drinking places and full-service restaurant markets reached a healthy rebound following the Covid-19 pandemic and is expected to grow further in 2024. Similarly, the US bowling center market is also projected to grow in 2024.

•

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to drive long-term value creation for all Banyan stockholders, who would as a result own a larger portion of New Pinstripes unless New Pinstripes achieves certain price targets and certain EBITDA targets.

•

Fairness Opinion. The oral opinion of Scalar (subsequently confirmed in writing) was rendered to the Banyan Board on June 21, 2023, to the effect that, as of such date and based upon and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken, and other matters considered by Scalar in preparing its opinion (attached as Annex F to this joint proxy statement/consent solicitation statement/prospectus), the Consideration (as defined in such opinion) to be paid by Banyan to the Pinstripes stockholders pursuant to the Business Combination Agreement was fair from a financial point of view to the Public Stockholders (other than Pinstripes, the Sponsor and their respective affiliates), as more fully described in the section entitled “Proposal No. 1 — The Business Combination Proposal — Opinion of Scalar, LLC.”

•

Conclusion of the Reasonable Basis Review. Zukin’s findings, as presented to the Banyan Board following Zukin’s reasonable basis review, that there is a reasonable basis for the financial projections provided by Pinstripes’ management to Banyan.

In the course of its deliberations, the Banyan Board considered a variety of uncertainties, risks and other potentially negative reasons relevant to the Business Combination, including the below:

•

Redemption Risk. The potential that a significant number of Banyan stockholders elect to redeem their shares prior to the consummation of the Business Combination and pursuant to Banyan’s Existing

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Charter, which would reduce the gross proceeds to Pinstripes from the Business Combination, which could hinder Pinstripes’ ability to continue its growth strategy and opening of additional locations.

•

Minimum Cash Condition. The fact that Closing of the Business Combination is conditioned on a minimum amount of cash being available.

•

Fees and Expenses. The expected fees and expenses associated with the Business Combination, some of which would be payable regardless of whether the Business Combination is ultimately consummated.

In addition to considering the factors described above, the Banyan Board also considered other factors including, without limitation:

•

Interests of Certain Persons in the Business Combination

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These interests include, among other things:

•

the fact that the Sponsor Holders (and certain of Banyan’s officers and directors who are members of the Sponsor), have invested in Banyan an aggregate of $10,885,000, comprised of the $25,000 purchase price for 7,245,000 Founder Shares and the $10,860,000 purchase price for 10,860,000 Banyan Private Placement Warrants. Subsequent to the initial purchase of the Founder Shares by the Sponsor, the Sponsor transferred an aggregate of 149,625 Founder Shares to Banyan’s independent directors and other third parties. In connection with the Non-Redemption Agreements, the Series I Financing and the PIPE Financing, the Sponsor may transfer up to an aggregate of 3,018,750 Founder Shares at Closing, which if transferred, would leave the Sponsor Holders with an aggregate of 4,226,250 Founder Shares, 2,396,250 of which will be vested upon Closing. Assuming a trading price of $10.61 per share of Banyan Class A Common Stock (based upon the closing price of the Banyan Class A Common Stock on the NYSE on November 29, 2023), the 2,396,250 vested Founder Shares held by the Sponsor Holders upon Closing would have an implied aggregate market value of $25,424,213, representing unrealized gain for such holders of $14,539,213. Even if the trading price of the shares of New Pinstripes Class A Common Stock were as low as $4.55 per share, the aggregate market value of the 2,396,250 vested Founder Shares alone (without taking into account the value of the Banyan Private Placement Warrants) would be approximately equal to the initial investment in Banyan by the Sponsor Holders. As a result, if the Business Combination is completed, the Sponsor Holders are likely to be able to make a substantial profit on their investment in Banyan at a time when shares of New Pinstripes Class A Common Stock have lost significant value. On the other hand, if Banyan liquidates without completing a business combination before December 24, 2023, the Sponsor Holders will lose their entire investment in Banyan;

•

the fact that the Sponsor and Banyan’s officers and directors will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to stockholders rather than liquidate, in which case, such holders would lose their entire investment. As a result, the Sponsor as well as Banyan’s officers and directors may have a conflict of interest in determining whether Pinstripes is an appropriate business with which to effectuate a business combination and/or in evaluating the terms of the Business Combination, particularly given the upcoming termination date in Banyan’s existing governing documents as described further below;

•

the fact that the Sponsor Holders (and Banyan’s officers and directors who are members of the Sponsor) can earn a positive rate of return on their investment, even if other Banyan stockholders experience a negative rate of return in New Pinstripes, including if the share price of New Pinstripes after the Closing falls as low as $4.55 per share, as the market value of the Sponsor Holders’ 2,396,250 vested Founder Shares would be approximately equal to their initial investment in Banyan;

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•

the fact that the Sponsor and Banyan’s officers and directors will not be reimbursed for any loans extended, fees due or out-of-pocket expenses if an initial business combination is not consummated by December 24, 2023. As of the date of this joint proxy statement/consent solicitation statement/prospectus, there are loans extended, fees due or outstanding out-of-pocket expenses amounting in the aggregate to $516,000 for which the Sponsor and Banyan’s officers and directors are awaiting reimbursement;

•

the fact that Banyan may be entitled to distribute or pay over funds held by Banyan outside the Trust Account to the Sponsor or any of its affiliates prior to the Closing;

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Combination pursuant to the Business Combination Agreement and any indemnification agreements that may be entered into on or after the Closing Date;

•

the fact that Keith Jaffee, the chief executive officer of Banyan, Jerry Hyman, the chairman of Banyan, and Otis Carter, a director of Banyan, hold (individually or through one or more investment vehicles) an aggregate of 84,000 shares of Pinstripes’ Series I Convertible Preferred Stock. Such stock will automatically convert upon Closing into New Pinstripes Class A Common Stock at a conversion rate of 2.5 shares of New Pinstripes Class A Common Stock for each share of Series I Convertible Preferred Stock of Pinstripes;

•

Sponsor Group Beneficial Ownership of Banyan Prior to Closing

	Securities held by Sponsor Group		Sponsor Group Cost at the IPO
Public Shares		—		$	—
Founder Shares		7,245,000			25,000
Banyan Private Placement Warrants		10,860,000			10,860,000
Total				$	10,885,000

Sponsor Group Beneficial Ownership of New Pinstripes Following the Closing

	Securities held by Sponsor Group at Closing		Value per Security as of November 29, 2023			Sponsor Group Cost between the IPO and Closing			Total Value
New Pinstripes Class A Common Stock issued upon conversion of Series I Convertible Preferred Stock of Pinstripes		210,000		$	10.61(1)		$	2,100,000			2,228,100
New Pinstripes Class A Common Stock Issued to Holders of Founder Shares(3)		2,396,250		$	10.61(1)			—			25,424,213
New Pinstripes Private Placement Warrants		10,860,000		$	0.22(2)			—			2,389,200
Total							$	2,100,000		$	30,041,513

(1)

Based on the closing price of the Banyan Public Shares on November 29, 2023, which was $10.61 per share.

(2)

Based on the closing price of the Banyan Public Warrants on November 29, 2023, which was $0.22 per warrant.

(3)

Excludes 3,302,720 Vesting Shares.

The Banyan Board concluded that the potentially disparate interests would be mitigated because (i) certain of these interests were disclosed in the prospectus for Banyan’s IPO and these interests are

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disclosed in this joint proxy statement/consent solicitation statement/prospectus, (ii) most of these disparate interests would exist with respect to a business combination by Banyan with any other target business or businesses, and (iii) the Sponsor Group will hold equity interests in New Pinstripes with value that, after the Closing, will be based on the future performance of Pinstripes, which may be affected by various other factors other than these interests. In addition, Banyan’s independent directors reviewed and considered these interests during their evaluation of the Business Combination and, in approving, as members of the Banyan Board, the Business Combination Agreement and the related agreements and the transactions contemplated thereby, including the Business Combination.

Interests of Pinstripes’ Directors and Officers in the Business Combination

When Pinstripes’ stockholders and other interested persons consider the recommendation of the Pinstripes Board in favor of approval of the Business Combination, such persons should keep in mind that the directors and executive officers of Pinstripes may have interests in the Business Combination and other proposals that may be different from, or in addition to, those of Pinstripes stockholders generally. These interests include, among other things:

•

that Dale Schwartz, Jack Greenberg, Daniel P. Goldberg, Larry Kadis and George Koutsogiorgas are expected to serve as members of the New Pinstripes Board after consummation of the Business Combination and, in their capacity as such, shall become entitled to any cash fees, stock options or stock awards that the New Pinstripes Board determines to pay its directors.

•

that Dale Schwartz, the current Chief Executive Officer of Pinstripes, is expected to serve as President and Chief Executive Officer of New Pinstripes;

•

that Dale Schwartz will have director designation rights pursuant to the Director Designation Agreement. See the sections entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Director Designation Agreement;” and

•

that, upon consummation of the Business Combination, and subject to approval of the Equity Incentive Plan Proposal, Pinstripes’ executive officers are expected to receive grants of stock options and restricted stock units under the 2023 EIP Plan from time to time.

Certain Other Interests in the Business Combination

In addition to the interests of the Insiders and the Sponsor in the Business Combination, stockholders should be aware that the IPO Underwriters, William Blair, in its role as a co-placement agent, financial advisor and capital markets advisor to Banyan, and BTIG, in its role as a co-placement agent and capital markets advisor to Banyan, have financial interests that are different from, or in addition to, the interests of Banyan’s stockholders. Neither of the Advisors provided any report or opinion to Banyan in connection with the Business Combination.

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time period set forth in the Existing Charter. Accordingly, if the Business Combination, or any other initial business combination, is not consummated by that time and Banyan is therefore required to be liquidated, the IPO Underwriters will not receive any of the deferred underwriting commissions and such funds will be returned to Banyan’s public stockholders upon its liquidation.

Satisfaction of 80% Test

It is a requirement under the Existing Charter and NYSE rules that we complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of our signing a definitive agreement in connection with our initial business combination.

As of the date of the execution of the Business Combination Agreement, the balance of funds in the Trust Account was approximately $42,133,806. In reaching its conclusion that the Business Combination meets the 80% test, the Banyan Board looked at Pinstripes’ enterprise value of approximately $450,000,000. In determining whether the enterprise value represents the fair market value of Pinstripes, our board of directors considered all of the factors described in the section entitled “Proposal No. 1 — The Business Combination Proposal — The Banyan Board’s Reasons for the Approval of the Business Combination,” and the fact that the purchase price for Pinstripes was the result of an arm’s-length negotiation. As a result, the Banyan Board concluded that the fair market value of the businesses acquired was significantly in excess of 80% of the assets held in the Trust Account. In light of the financial background and experience of the members of our management team and the board of directors, our board of directors believes that the members of our management team and the board of directors are qualified to determine whether the Business Combination meets the 80% test. The Banyan Board did not seek or obtain an opinion of an outside fairness or valuation advisor as to whether the 80% test has been met.

Anticipated Accounting Treatment of the Business Combination

Exchange Listing

The Banyan Class A Common Stock, the Units and the Banyan Public Warrants are currently listed on the NYSE under the symbols “BYN,” “BYN.U” and “BYN WS,” respectively. At the closing, the Units will separate into their component Banyan Class A Common Stock and Banyan Public Warrants so that the Units will no longer trade separately under “BYN.U.” New Pinstripes will apply to list, to be effective at the time of the Closing of the Business Combination, its common stock and warrants on the NYSE (or Nasdaq) under the symbols “PNST” and “PNST WS,” respectively.

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Potential Purchases of Public Shares and/or Warrants

At any time prior to the Special Meeting, during a period when they are not then aware of any material nonpublic information regarding Banyan or its securities, the Sponsor, the Insiders, Pinstripes and/or their respective affiliates may purchase Public Shares and/or Banyan Public Warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of Banyan Common Stock. In such transactions, the purchase price for the Banyan Common Stock will not exceed the redemption price. In addition, the persons and entities described above will waive redemption rights, if any, with respect to the Banyan Common Stock they acquire in such transactions. However, any Banyan Common Stock acquired by the persons and entities described above would not vote on the Business Combination Proposal.

As of the date of this joint proxy statement/consent solicitation statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. If such arrangements or agreements are entered into, Banyan will file with the SEC a Current Report on Form 8-K prior to the Special Meeting to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons or entities. Any such report will include: (i) the amount of Public Shares purchased and the purchase price; (ii) the purpose of such purchases; (iii) the impact of such purchases on the likelihood that the Business Combination will be approved; (iv) the identities or characteristics of security holders who sold shares if not purchased in the open market or the nature of the sellers; and (v) the number of Public Shares for which Banyan has received redemption requests. Banyan’s directors and officers may have financial interests in the Business Combination that are different from, or in addition to, their interests as stockholders of Banyan and the interests of stockholders of Banyan generally. The existence of financial and personal interests of Banyan’s directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of Banyan and its stockholders and what may be best for a director’s personal interests when determining to recommend that stockholders vote for the proposals. See the sections entitled “Risk Factors,” “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” and “Beneficial Ownership of Securities” for more information and other risks.

Sources and Uses of Funds for the Business Combination

(U.S. dollars in millions)

	Assuming No Redemptions(1)			Assuming Maximum Redemptions(2)
Sources
Cash and Investments Held in Trust Account(3)		$	42		$	0
Series I Financing(4)		$	22		$	22
PIPE Financing		$	11		$	54
Existing Pinstripes Stockholders Equity Rollover		$	321		$	321
Total Sources		$	397		$	397

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	Assuming No Redemptions(1)			Assuming Maximum Redemptions(2)
Uses
Existing Pinstripes Stockholders Equity Rollover		$	321		$	321
Cash to Balance Sheet		$	55		$	55
Transaction Fees and Expenses		$	20		$	20
Total Uses		$	397		$	397

(1)

Assumes that no shares of Banyan Class A Common Stock held by Public Stockholders are redeemed. Amounts do not sum due to rounding.

(2)

Assumes that all 3,998,687 shares of Banyan Class A Common Stock held by Public Stockholders are redeemed. Amounts do not sum due to rounding.

(3)

Cash held in the Trust Account as of September 30, 2023 (after giving effect to the Extension Amendment Redemptions).

(4)

Reflects $21 million invested in Pinstripes and $1 million of equity rollover from the PIK interest payable in shares of New Pinstripes Class A Common Stock through the Closing.

Board of New Pinstripes Following the Business Combination

The New Pinstripes Board is expected to be comprised of Dale Schwartz, Daniel P. Goldberg, Jack Greenberg, Jerry Hyman, Larry Kadis, George Koutsogiorgas and another individual to be designated by Dale Schwartz.

Name; Headquarters of New Pinstripes

Pinstripes Holdings, Inc.

1150 Willow Road, Northbrook, IL 60062

Redemption Rights

Holders of Public Shares may seek to redeem their respective shares for cash, regardless of whether they vote for or against, or whether they abstain from voting on, the Business Combination Proposal. Any stockholder holding Public Shares may demand that Banyan redeem such shares for a full pro rata portion of the Trust Account (which, for illustrative purposes, was $10.70 per share as of November 29, 2023, the most recent practicable date prior to the date of this joint proxy statement/consent solicitation statement/prospectus), calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable). If a holder properly seeks redemption as described in this section and the Business Combination is consummated, Banyan will redeem these shares for a pro rata portion of funds deposited in the Trust Account and the holder will no longer own these shares following the Business Combination.

Any request for redemption, once made by a holder of Banyan Class A Common Stock, may not be withdrawn following the Redemption Deadline, unless approved by the Banyan Board. Any corrected or changed written exercise of redemption rights must be received by Continental, Banyan’s transfer agent, by the Redemption Deadline.

See the section of this joint proxy statement/consent solicitation statement/prospectus entitled “Special Meeting of Banyan Stockholders — Redemption Rights” for additional information.

Vote Required for Approval

The Business Combination Proposal is conditioned on the approval of each of the Condition Precedent Proposals at the Special Meeting.

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PROPOSAL NO. 2 — THE CHARTER AMENDMENT PROPOSAL

Overview

Banyan is asking its stockholders to approve the adoption of the Proposed Charter in the form attached to this joint proxy statement/consent solicitation statement/prospectus as Annex B, which, in the judgment of the Banyan Board, is necessary to adequately address the needs of New Pinstripes following the consummation of the Business Combination. The Proposed Charter will replace the Existing Charter.

The following is a summary of the key changes effected by the Proposed Charter, but this summary is qualified in its entirety by reference to the full text of the Proposed Charter, a copy of which is attached to this joint proxy statement/consent solicitation statement/prospectus as Annex B:

•

change the name of Banyan to “Pinstripes Holdings, Inc.;”

•

delete the provisions relating to Banyan’s status as a blank check company and retain the default of perpetual existence under the DGCL;

•

provide that the affirmative vote of the holders of at least 662∕3% of the total voting power of all outstanding securities of New Pinstripes generally entitled to vote thereon, voting together as a single class, is required to adopt, amend or repeal the Proposed Bylaws and the provisions in the Proposed Charter related to New Pinstripes Common Stock, the board of directors, the Proposed Bylaws, stockholders, limitation on liability and indemnification of directors and officers, forum selection and amendments to the Proposed Charter;

•

subject to the Director Designation Agreement, provide that any or all of the directors may be removed from office at any time, but only for cause and by the affirmative vote of at least 662∕3% of the voting power of all then outstanding shares of capital stock of New Pinstripes entitled to vote generally in the election of directors, voting together as a single class;

•

change the authorized shares of all classes of capital stock from 301,000,000, shares, consisting of 240,000,000 shares of Banyan Class A Common Stock, 60,000,000 shares of Banyan Class B Common Stock and 1,000,000 shares of Banyan preferred stock to 440,000,000 shares, consisting of 400,000,000 shares of New Pinstripes Class A Common Stock, 30,000,000 shares of New Pinstripes Class B Common Stock, of which 10,000,000 shares will be designated as Series B-1 Common Stock, 10,000,000 shares will be designated as Series B-2 Common Stock and 10,000,000 shares will be designated as Series B-3 common stock and 10,000,000 shares of preferred stock; and

•

provide for the issuance of New Pinstripes Class B Common Stock to implement the vesting and forfeiture conditions and restrictions on transfer of the Earnout Shares, EBITDA Earnout Shares and Vesting Shares which are described in the section entitled “Description of the Securities — Authorized and Outstanding Stock — New Pinstripes Class B Common Stock.”

Reasons for the Amendments

Each of these amendments was negotiated as part of the Business Combination. The Banyan’s Board’s reasons for proposing each of these key changes effected by the Proposed Charter are set forth below.

•

Changing the name from “Banyan Acquisition Corporation” to “Pinstripes Holdings, Inc.” and deleting provisions specific to Banyan’s status as a blank check company. These revisions are desirable because they will serve no purpose following the Business Combination.

•

The Banyan Board believes the supermajority voting requirements are appropriate at this time to protect all stockholders against the potential self-interested actions by one or a few large stockholders. In reaching this conclusion, the Banyan Board was cognizant of the potential for certain stockholders to hold a substantial portion of the beneficial ownership of New Pinstripes Common Stock following the Business Combination. The Banyan Board further believes that, going forward, a supermajority voting requirement encourages any person or group seeking control of New Pinstripes to negotiate with the New Pinstripes Board to reach terms that are appropriate for all stockholders.

•

The Existing Charter provides that before the closing of an initial business combination, only holders of shares of Banyan’s Class B Common Stock may elect, remove or replace any director, and

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that after the closing of an initial business combination, stockholders may, by resolution of a simple majority of stockholders, remove any director. The Proposed Charter permits the removal of a director only for cause and only by the affirmative vote of the holders of at least 662∕3% of the voting power of all then outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class. This change accounts for the elimination of the Banyan Class B Common Stock and, further, the Banyan Board believes that such a standard will provide for board continuity and the likelihood that experienced board members with familiarity of New Pinstripes’ business operations will serve on the New Pinstripes Board at any given time.

•

Changing the number of authorized shares from 240,000,000 shares of Banyan Class A Common Stock, 60,000,000 shares of Banyan Class B Common Stock and 1,000,000 shares of preferred stock to 400,000,000 shares of New Pinstripes Class A Common Stock, 30,000,000 shares of New Pinstripes Class B Common Stock, of which 10,000,000 shares will be designated as New Pinstripes Series B-1 Common Stock and 10,000,000 shares will be designated as new Pinstripes Series B-2 Common Stock and 10,000,000 shares will be designated as New Pinstripes Series B-3 Common Stock and 10,000,000 shares of undesignated preferred stock, $0.0001 par value per share. The Banyan Board believes that it is important to simply the capital structure by eliminating the Banyan Class B Common Stock and for New Pinstripes to have available for issuance a number of authorized shares of capital stock sufficient to support its growth and to provide flexibility for future corporate needs.

•

The Banyan Board believes that it was appropriate to provide for the issuance of New Pinstripes Class B Common Stock to implement the vesting conditions and transfer restrictions of the Earnout Shares, EBITDA Earnout Shares and Vesting Shares in the Proposed Charter due to the different nature of the Earnout Shares, EBITDA Earnout Shares and the Vesting Shares compared to the New Pinstripes Class A Common Stock.

Vote Required for Approval

The Charter Amendment Proposal is conditioned on the approval of each of the Condition Precedent Proposals at the Special Meeting.

The approval of the Charter Amendment Proposal requires the affirmative vote of the holders of 65% of the then outstanding shares of Banyan Common Stock, voting together as a single class, at a meeting at which a quorum is present.

Failure to submit a proxy or to vote online at the Special Meeting and abstentions from voting will have the same effect as a vote “against” the Charter Amendment Proposal.

The Sponsor Holders have agreed to vote the converted Banyan Class A Common Stock, the Banyan Class B Common Stock and any Public Shares owned by them in favor of the Charter Amendment Proposal. As of the date hereof, the Sponsor Holders own approximately 64.4% of the issued and outstanding shares of Banyan Common Stock and have not purchased any Public Shares, but may do so at any time, subject to certain requirements discussed under “Special Meeting of Banyan Stockholders — Potential Purchases of Public Shares and/or Warrants.” As a result, in addition to the shares held by the Sponsor Holders, 63,397 shares of Banyan Public shares would need to vote in favor of the Charter Amendment Proposal in order to approve the Charter Amendment Proposal.

Recommendation of the Banyan Board

THE BANYAN BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE CHARTER AMENDMENT PROPOSAL.

Banyan’s directors and officers may have financial interests in the Business Combination that are different from, or in addition to, their interests as stockholders of Banyan and the interests of stockholders of Banyan generally. The existence of financial and personal interests of Banyan’s directors and officers may result in a conflict of interest on the part of one or more of the directors between what he, she or they may believe is in the best interests of Banyan and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the proposals. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for further discussion of these considerations.

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PROPOSAL NO. 3 — THE GOVERNANCE PROPOSALS

Overview

Banyan is asking its shareholders to vote on the governance provisions referred to below, which are included in the Proposed Charter. In accordance with SEC guidance, this proposal is being presented as separate sub-proposals to give stockholders the opportunity to present their separate views on important corporate governance provisions, and each sub-proposal will be voted upon on a nonbinding advisory basis.

In the judgment of the Banyan Board, these provisions are necessary to adequately address the needs of New Pinstripes and its stockholders following the consummation of the Business Combination. Accordingly, regardless of the outcome of the non-binding advisory vote on these proposals, Banyan intends that the Proposed Charter, in the form set forth on Annex B, will take effect at consummation of the Business Combination, assuming adoption of the Charter Amendment Proposal and the remainder of the Condition Precedent Proposals.

Proposal No. 3A: Change the Authorized Capital Stock

Description of Amendment

The amendment is intended to authorize the change in the authorized capital stock of Banyan from (i) 240,000,000 shares of Banyan Class A Common Stock, 60,000,000 shares of Banyan Class B Common Stock and 1,000,000 shares of preferred stock, each with par value $0.0001 per share, of Banyan to (ii) 400,000,000 shares of New Pinstripes Class A Common Stock, 30,000,000 shares of New Pinstripes Class B Common Stock, of which 10,000,000 shares will be designated as Series B-1 Common Stock, 10,000,000 shares will be designated as Series B-2 Common Stock and 10,000,000 shares will be designated as Series B-3 common stock and 10,000,000 shares of New Pinstripes preferred stock, each with par value $0.0001 per share, of New Pinstripes.

Reasons for Amendment

The Banyan Board believes that it is important for New Pinstripes to have available for issuance a number of authorized shares of capital stock sufficient to support its growth and to provide flexibility for future corporate needs.

Proposal No. 3B: Change the Stockholder Vote Required to Amend the Certificate of Incorporation

Description of Amendment

This amendment would require that the affirmative vote of holders of at least 662∕3% of the voting power of all then-outstanding New Pinstripes Common Stock entitled to vote generally in the election of directors, voting together as a single class, to adopt, amend or repeal the Proposed Bylaws and the provisions in the Proposed Charter related to New Pinstripes Common Stock, the board of directors, the Proposed Bylaws, stockholders, limitation on liability and indemnification of directors and officers, forum selection and amendments to the Proposed Charter.

Reasons for Amendment

The amendment is intended to protect key provisions of the Proposed Charter from arbitrary amendment and to prevent a simple majority of stockholders from taking actions that may be harmful to other stockholders or making changes to provisions that are intended to protect all stockholders. In reaching this conclusion, the Banyan Board was cognizant of the potential for certain stockholders to hold a substantial portion of the beneficial ownership of New Pinstripes Common Stock following the Business Combination.

Proposal No. 3C: Removal of Directors

Description of Amendment

The Existing Charter provides that before the closing of an initial business combination, only holders of shares of Banyan’s Class B Common Stock may elect, remove or replace any director, and that after the

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closing of an initial business combination, stockholders may, by resolution of a simple majority of stockholders, remove any director. The Proposed Charter permits the removal of a director only for cause and only by the affirmative vote of the holders of at least 662∕3% of the voting power of all then outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class.

Reasons for the Amendment

This change accounts for the elimination of the Banyan Class B Common Stock and, further, the Banyan Board believes that such a standard will provide for board continuity and the likelihood that experienced board members with familiarity of New Pinstripes’ business operations will serve on the New Pinstripes Board at any given time.

Proposal No. 3D: Quorum

Under the Existing Bylaws, no business shall be transacted at any general meeting unless a quorum is present, and the holders of a majority of the voting power of all outstanding shares of capital stock of Banyan entitled to vote at such meeting shall constitute a quorum. Under the Proposed Bylaws, no business shall be transacted at any general meeting unless a quorum is present, and the holders of 331∕3% of the voting power of all outstanding shares of capital stock of New Pinstripes entitled to vote at such meeting shall constitute a quorum.

Reasons for the Amendment

The Banyan Board believes that this amendment will address challenges faced by many public companies in achieving a quorum and will allow New Pinstripes to take necessary actions requiring a stockholder vote, including the election of directors.

Vote Required for Approval

The approval of the Governance Proposals requires the affirmative vote of a majority of the votes cast by holders of shares of the issued and outstanding Banyan Common Stock, voting together as a single class, at a meeting at which a quorum is present.

Failure to submit a proxy or to vote online at the Special Meeting and abstentions from voting will have no effect on the Governance Proposals.

As discussed above, a vote to approve the Governance Proposals is an advisory vote, and therefore, is not binding on Banyan, New Pinstripes or their respective boards of directors. Accordingly, regardless of the outcome of the non-binding advisory vote, Banyan and New Pinstripes intend that the Proposed Charter, in the form set forth on Annex B, and containing the provisions noted above, will take effect at consummation of the Business Combination, assuming adoption of the Charter Amendment Proposal.

The Sponsor Holders have agreed to vote the converted Banyan Class A Common Stock, the Banyan Class B Common Stock and any Public Shares owned by them in favor of the Governance Proposals. As of the date hereof, the Sponsor Holders own approximately 64.4% of the issued and outstanding shares of Banyan Common Stock and have not purchased any Public Shares, but may do so at any time, subject to certain requirements discussed under “Special Meeting of Banyan Stockholders — Potential Purchases of Public Shares and/or Warrants.” As a result, the Sponsor Holders own sufficient shares to approve the Governance Proposals.

Recommendation of the Banyan Board

THE BANYAN BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF EACH OF THE GOVERNANCE PROPOSALS.

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PROPOSAL NO. 4 — THE LISTING PROPOSAL

Overview

As discussed in this joint proxy statement/consent solicitation statement/prospectus, Banyan is asking its stockholders to consider and vote upon a proposal to approve, for the purposes of complying with the applicable provisions of Section 312.03 of the NYSE Listed Company Manual, the issuance of shares of New Pinstripes Common Stock in connection with the Business Combination.

Reasons for the Approval of the Listing Proposal

Under Section 312.03(c) of the NYSE Listed Company Manual, a company is required to obtain stockholder approval prior to the issuance of common stock, or of securities convertible into or exercisable for common stock, if the number of shares of common stock to be issued is, or will be upon issuance, equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the common stock or of securities convertible into or exercisable for common stock. Additionally, under Section 312.03(d) of the NYSE Listed Company Manual, a company is required to obtain stockholder approval prior to the issuance of securities when the issuance will result in a change of control of the company.

In connection with the Business Combination, Banyan currently expects to issue up to an estimated 35,590,465 shares of New Pinstripes Common Stock which is in excess of 20% of the number of shares of Banyan Common Stock currently outstanding and will result in a change of control of Banyan.

Effect of the Listing Proposal on Banyan Stockholders

If the Listing Proposal is approved by Banyan stockholders, and the Business Combination is consummated, we will issue up to an estimated 35,590,465 shares of New Pinstripes Common Stock. The issuance of such shares would result in significant dilution to our existing stockholders, and result in our stockholders having a smaller percentage interest in the voting power, liquidation value and aggregate book value of New Pinstripes.

In the event that this proposal is not approved by Banyan’s stockholders, the Business Combination cannot be consummated. In the event that this proposal is approved by Banyan’s stockholders, but the Business Combination Agreement is terminated (without the Business Combination being consummated) prior to the issuance of shares of New Pinstripes Common Stock pursuant to the Business Combination Agreement, New Pinstripes will not issue such shares of New Pinstripes Common Stock.

Vote Required for Approval

The Listing Proposal is conditioned on the approval of each of the Condition Precedent Proposals at the Special Meeting.

The approval of the Listing Proposal requires the affirmative vote of a majority of the votes cast by holders of shares of the issued and outstanding Banyan Common Stock, voting together as a single class, at a meeting at which a quorum is present.

Failure to submit a proxy or to vote online at the Special Meeting and abstentions from voting will have no effect on the Listing Proposal.

The Sponsor Holders have agreed to vote the Converted Banyan Class A Common Stock, the Banyan Class B Common Stock and any Public Shares owned by them in favor of the Listing Proposal. As of the date hereof, the Sponsor Holders own approximately 64.4% of the issued and outstanding shares of Banyan Common Stock and have not purchased any Public Shares, but may do so at any time, subject to certain requirements discussed under “Special Meeting of Banyan Stockholders — Potential Purchases of Public Shares and/or Warrants.” As a result, the Sponsor Holders own sufficient shares to approve the Listing Proposal.

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PROPOSAL NO. 5 — THE EQUITY INCENTIVE PLAN PROPOSAL

Overview

We are asking our stockholders to approve and adopt the Pinstripes Holdings, Inc. 2023 Omnibus Equity Incentive Plan (which we refer to as the “2023 EIP Plan”). The Banyan Board has approved the 2023 EIP Plan prior to the special meeting, subject to approval by our stockholders. If the stockholders approve the 2023 EIP Plan, it will become effective upon the consummation of the Business Combination.

We are seeking stockholder approval of the 2023 EIP Plan (i) in order for incentive stock options to meet the requirements of the Code and (ii) in order to comply with the NYSE Listing Rules, as required.

The Banyan Board believes that approval of the 2023 EIP Plan by the stockholders will benefit the compensation structure and strategy of New Pinstripes, enhance New Pinstripes’ ability to attract, retain and reward employees, consultants and non-employee directors and strengthen the mutuality of interests between such individuals and our stockholders.

Set forth below is a summary of the material terms of the 2023 EIP Plan. This summary is qualified in its entirety by reference to the complete text of the 2023 EIP Plan, a copy of which is attached to this proxy statement/prospectus as Annex D. We urge our stockholders to read the entire 2023 EIP Plan carefully before voting on this proposal.

Material Terms of the 2023 EIP Plan

Awards. The 2023 EIP Plan provides for the grant of stock options (both incentive stock options (“ISOs”) and non-qualified stock options (“NSOs”), restricted stock awards, restricted stock unit awards, stock appreciation right awards, performance awards and other stock-based awards (collectively, “Stock Awards”), any of which may be granted subject to vesting over time, upon satisfaction of specified performance criteria or a combination of both.

Eligibility. Persons eligible to participate in the 2023 EIP Plan will be those employees, non-employee directors and consultants as selected from time to time by the New Pinstripes Board, the compensation committee of the New Pinstripes Board or such other committee or subcommittee of directors or any officer or agent appointed by the New Pinstripes Board pursuant to the terms of the 2023 EIP Plan (as applicable, the “Administrator”) in its discretion and in accordance with applicable law.

Share Reserve. The aggregate initial number of New Pinstripes Class A Common Stock that may be issued or used for reference purposes or with respect to which awards may be granted under the 2023 EIP Plan shall equal fifteen percent (15%) (inclusive of the unvested Pinstripes Options outstanding as of the Closing) of the number of shares of New Pinstripes Common Stock outstanding following the Closing on a fully diluted basis (as of the Closing Date) after giving effect to the Business Combination, including the PIPE Financing, determined assuming that no shares of Banyan Class A Common Stock held by Public Stockholders are redeemed (subject to any increase or decrease as described in the 2023 EIP Plan and herein). In addition, on the first day of each fiscal year during the term of the 2023 EIP Plan, commencing with the 2025 fiscal year, the Share Pool will be increased to a number of shares of New Pinstripes Class A Common Stock equal to 15% of the aggregate number of shares of New Pinstripes Common Stock that were outstanding as of the last day of the immediately preceding fiscal year on a fully diluted basis (inclusive of all outstanding awards granted pursuant to the 2023 EIP Plan as of such last day and, if applicable, all outstanding purchase rights pursuant to an employee stock purchase plan maintained by New Pinstripes as of such last day), or such lower amount approved by the Administrator.

In general, to the extent that any Stock Awards under the 2023 EIP Plan are forfeited, cancelled, expire, or lapse without the issuance of shares, those shares will become available for issuance under the 2023 EIP Plan, as will shares applied to pay the exercise or purchase price of an award or to satisfy tax withholding obligations related to any award under the 2023 EIP Plan. Shares issued under the 2023 EIP Plan may be authorized but unissued shares or treasury shares. As of the date hereof, no awards have been granted and no shares of New Pinstripes Class A Common Stock have been issued under the 2023 EIP Plan. Notwithstanding the foregoing, options to purchase Pinstripes Common Stock that are outstanding and

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unexercised as of the effective date of the 2023 EIP Plan will be assumed by New Pinstripes and substituted with options to purchase New Pinstripes Class A Common Stock, in accordance with the Business Combination Agreement.

Incentive Stock Option Limit. The maximum number of shares of New Pinstripes Class A Common Stock that may be issued upon the exercise of ISOs under the 2023 EIP Plan shall not exceed 10,000,000 shares.

Compensation to Outside Directors. The 2023 EIP Plan contains a limitation whereby, in any fiscal year, the aggregate value of all awards granted under the 2023 EIP Plan and any other equity compensation plan of New Pinstripes and all other cash compensation paid or to be paid by New Pinstripes to any non-employee director with respect to such fiscal year, may not exceed $300,000, calculating the value of any equity awards based on the their grant date fair value for financial reporting purposes.

Administration. The 2023 EIP Plan will be administered by the Administrator. Subject to the limitations set forth in the 2023 EIP Plan, the Administrator will have the authority to determine, among other things, to whom awards will be granted, the number of shares subject to awards, the term during which an option or stock appreciation right may be exercised and the rate at which the awards may vest or be earned, including any performance criteria to which they may be subject. The Administrator also will have the authority to determine the consideration and methodology for payment for awards.

Stock Options. Under the 2023 EIP Plan, ISOs and NSOs may be granted pursuant to stock option agreements adopted by the Administrator. Subject to the terms of the 2023 EIP Plan, the Administrator will determine the exercise price for a stock option; provided that the exercise price of a stock option generally cannot be less than 100% (or, in the case of an ISO granted to a ten-percent or greater stockholder, 110%) of the fair market value of New Pinstripes Class A Common Stock on the date of grant. Stock options granted under the 2023 EIP Plan will vest subject to the satisfaction of vesting criteria specified by the Administrator.

To the extent that the aggregate fair market value (determined as of the time of grant) of the shares with respect to which an ISO is exercisable for the first time by an optionee during any calendar year under the 2023 EIP Plan and/or any other stock option plan of New Pinstripes, any subsidiary, or any parent exceeds $100,000, such stock option will be treated as an NSO. In addition, if an optionee does not remain employed by the New Pinstripes, any subsidiary, or any parent at all times from the time an ISO is granted until three months prior to the date of exercise (or such other period as required by applicable law), such stock option will be treated as an NSO.

Unless otherwise specifically stated in the stock option agreement, a stock option granted to a Participant shall be a NSO. To the extent that an ISO granted to a participant does not meet the federal income requirements and the requirements of the 2023 EIP Plan for constituting such an ISO, such stock option shall be a NSO. The term of each stock option will be determined by the Administrator and set forth in the applicable stock option agreement; provided that no stock option will be exercisable more than ten years (or, in the case of an ISO granted to a ten-percent stockholder, five years) after the date the option is granted. Stock options granted under the 2023 EIP Plan must be exercised, if at all, by the optionee before the earlier of the expiration of such option or the expiration of a specified period following the optionee’s termination of employment or other service. Payment of the exercise price may be made in the manner and upon such terms and conditions as will be established by the Administrator and set forth in the applicable stock option agreement, which may include payment of the exercise price by delivery of cash or, if provided for in the stock option agreement evidencing the award, (1) by surrendering shares which have already been owned by the optionee, (2) by delivery of an irrevocable direction to a securities broker to sell shares and to deliver all or part of the sale proceeds to New Pinstripes in payment of the aggregate exercise price, (3) by a “net exercise” arrangement, or (4) by any other form that is consistent with applicable laws, regulations, and rules.

Restricted Stock Awards. The terms of any awards of restricted stock under the 2023 EIP Plan will be set forth in a restricted stock agreement to be entered into between New Pinstripes and the recipient. The Administrator will determine the terms and conditions of the restricted stock agreements, which need not be identical. A restricted stock award may be subject to vesting requirements, transfer restrictions or both.

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Restricted stock may be issued for such consideration as the Administrator may determine. Award recipients who are granted restricted stock generally have all of the rights of a stockholder with respect to those shares; however the award agreement may specify when and under what conditions dividends and other distributions will not be paid in respect of unvested shares of restricted stock.

Restricted Stock Unit Awards. Restricted stock unit awards give recipients the right to acquire a specified number of shares of stock (or a cash amount or a combination of both) at a future date upon the satisfaction of certain conditions, including any vesting conditions, established by the Administrator and as set forth in a restricted stock unit award agreement. A restricted stock unit award may be settled in cash, by delivery of stock, or a combination of cash and stock, as deemed appropriate by the Administrator. Recipients of restricted stock unit awards generally will have no voting or dividend rights prior to the time the applicable vesting conditions are satisfied and the award is settled in stock, if ever. At the Administrator’s discretion and as set forth in the restricted stock unit award agreement, restricted stock units may provide for the right to receive dividend equivalents and, if so, will set forth the applicable timing and conditions on receipt.

Stock Appreciation Rights. Stock appreciation rights generally provide for payments to the recipient based on increases in the price of the New Pinstripes Class A Common Stock over the exercise price of the stock appreciation right. The Administrator will determine the exercise price for each stock appreciation right, which may not be less than 100% of the fair market value of the New Pinstripes Class A Common Stock on the date of grant. A stock appreciation right granted under the 2023 EIP Plan will vest based on the satisfaction of vesting conditions specified in the stock appreciation right agreement as determined by the Administrator. The Administrator determines the term of stock appreciation rights granted under the 2023 EIP Plan, up to a maximum of ten years. Stock appreciation rights granted under the 2023 EIP Plan must be exercised, if at all, by the participant before the earlier of the expiration of such stock appreciation right or the expiration of a specified period following the participant’s termination of employment or other service. Upon the exercise of a stock appreciation right by a participant, we will pay the participant an amount in stock, cash, or a combination of stock and cash, as determined by the Administrator, equal to the product of (1) the excess of the per share fair market value of New Pinstripes Class A Common Stock on the date of exercise over the exercise price per share of the stock appreciation right, multiplied by (2) the number of shares of New Pinstripes Class A Common Stock with respect to which the stock appreciation right is exercised.

Performance Awards. The Administrator will determine the conditions for the grant or vesting of a performance award, including the specific performance goals to be achieved during the performance period and the length of the performance period, which need not be the same with respect to each participant. Performance awards may be paid in cash, stock, other property or any combination thereof, as the Administrator may determine in its sole discretion and as set forth in the applicable performance award agreement.

Other Stock-Based Awards. The Administrator may grant other awards based in whole or in part by reference to the New Pinstripes Class A Common Stock. The Administrator will determine the number of shares underlying the stock-based awards and all other terms and conditions of such awards.

Substitute Awards. Awards may be granted in substitution or exchange for any other award granted under the 2023 EIP Plan or under another equity incentive plan or any other right of an eligible person to receive payment from us. Awards may also be granted under the 2023 EIP Plan in substitution for similar awards held for individuals who become participants as a result of a merger, consolidation, or acquisition of another entity by or with us or one of our affiliates, as will be done with regard to outstanding and unexercised options to purchase Pinstripes Common Stock, as discussed above.

Certain Transactions. If any change is made to our capitalization, such as a stock split, stock combination, stock dividend, exchange of shares or other recapitalization, merger, or otherwise, that results in an increase or decrease in the number of outstanding shares of common stock, appropriate adjustments will be made by the Administrator in the shares subject to an award under the 2023 EIP Plan. The Administrator will also have the discretion to make certain adjustments to awards in the event of a change in control, such as accelerating the vesting or exercisability of awards, requiring the surrender of an award, or

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making any other adjustment or modification to the award that the Administrator determines is appropriate in light of such transaction.

Change in Control. In the event of a change in control, the Administrator may provide, in an individual award agreement or in any other written agreement between the participant and us, that the stock award will be (1) continued, assumed, or have new rights substituted therefor, as determined by the Administrator in a manner consistent with the requirements of Section 409A of the Code, as applicable, (2) cashed out (or cancelled for no consideration if the exercise price exceeds the price per share paid in the change in control transaction), (3) terminated, if not exercised prior to the change in control transaction, pursuant to a notice of termination sent by the Administrator to each participant in connection with the change in control, or (4) subject to acceleration of vesting and exercisability.

Transferability. Unless the Administrator provides otherwise, no award granted under the 2023 EIP Plan may be transferred in any manner (prior to the vesting and lapse of any and all restrictions applicable to shares issued under such award), except by will and the laws of descent and distribution or as otherwise provided under the 2023 EIP Plan; provided that the Administrator may provide that a participant may transfer an NSO to certain family members.

Plan Amendment and Termination. The New Pinstripes Board or the Administrator may amend or terminate any award, award agreement, or the 2023 EIP Plan at any time so long as such action does not impair the existing rights of any participant without such participant’s written consent; however, stockholder approval will be required for any amendment to the extent necessary to comply with applicable law or exchange listing standards. The New Pinstripes Board and the Administrator will not have the authority, without the approval of stockholders, to reprice any outstanding option or share appreciation right. For purposes of the 2023 EIP Plan, “repricing” means any of the following (or any other action that has the same effect as any of the following): (i) changing the terms of the award to lower its exercise price (other than on account of capital adjustments resulting from stock splits), (ii) any other action that is treated as a repricing under GAAP, or (iii) repurchasing for cash or canceling an award in exchange for another award at a time when its exercise price is greater than the fair market value of the underlying shares of common stock. The 2023 EIP Plan will remain in effect for a period of 10 years (unless earlier terminated or extended).

Recoupment. All awards granted under the 2023 EIP Plan, all amounts paid under the 2023 EIP Plan and all shares of common stock issued under the 2023 EIP Plan will be subject to recoupment, clawback or recovery by New Pinstripes in accordance with applicable law and with any New Pinstripes policy (whenever adopted) regarding the same, regardless of whether such policy is intended to satisfy the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Sarbanes-Oxley Act, or other applicable law, as well as any implementing regulations and/or listing standards thereunder.

Summary of U.S. Federal Income Tax Consequences of the 2023 EIP Plan

The following is a brief summary of the federal income tax aspects of awards that may be made under the 2023 EIP Plan based on existing U.S. federal income tax laws. This summary provides only the basic tax rules. It does not describe a number of special tax rules and various elections that may be applicable under certain circumstances. It also does not reflect provisions of the income tax laws of any municipality, state or foreign country in which a participant may reside or otherwise pay taxes, nor does it reflect the tax consequences of a participant’s death. The tax consequences of awards under the 2023 EIP Plan depend upon the type of award. Participants should consult with their own tax advisors regarding the tax consequences of participating in the 2023 EIP Plan.

Incentive Stock Options. The recipient of an ISO generally will not be taxed upon grant of the option. Ordinary federal income taxes generally are imposed only when the shares of New Pinstripes Class A Common Stock from exercised ISOs are disposed of, by sale or otherwise. The amount by which the fair market value of the New Pinstripes Class A Common Stock on the date of exercise exceeds the exercise price is, however, included in determining the option recipient’s liability for the alternative minimum tax. If the ISO recipient does not sell or dispose of the shares of New Pinstripes Class A Common Stock until more than one year after the receipt of the shares and two years after grant of the option, then, upon sale or disposition of the shares, any gain recognized upon the sale of the shares will be treated as a long-term capital gain. If a recipient fails to hold the shares for the periods described in the preceding sentence, the recipient will

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recognize ordinary income in the year of disposition, generally in an amount equal to any excess of the market value of the New Pinstripes Class A Common Stock on the date of exercise (or, if less, the amount realized on disposition of the shares) over the exercise price paid for the shares. Subject to the limitations of Section 162(m) of the Code and applicable guidance, New Pinstripes generally will be entitled to a tax deduction at the same time and in the same amount as ordinary income is recognized by the option recipient.

Non-Qualified Stock Options. The recipient of an NSO generally will not be taxed upon the grant of the option. Upon the exercise of an NSO, the excess of the fair market value of the New Pinstripes Class A Common Stock purchased on the exercise date over the exercise price of such shares will be taxed as ordinary income. Thereafter, the tax basis for the acquired shares is equal to the amount paid for the shares plus the amount of ordinary income recognized by the recipient. Subject to the limitations of Section 162(m) of the Code and applicable guidance, New Pinstripes generally will be entitled to a tax deduction at the same time and in the same amount as ordinary income is recognized by the option recipient by reason of the exercise of the option.

Other Awards. Recipients of restricted stock unit awards generally will recognize ordinary income when they receive shares on settlement of the awards in an amount equal to the fair market value of the shares at that time. Recipients of awards of restricted stock subject to a vesting requirement generally will recognize ordinary income at the time of vesting in an amount equal to the fair market value of the shares at that time minus the amount, if any, paid for the shares. However, such recipients of restricted stock may, within 30 days of the date of grant, elect in accordance with Section 83(b) of the Code to recognize ordinary income at the time of grant rather than upon the vesting dates. Recipients of stock appreciation rights will generally recognize ordinary income upon exercise in an amount equal to the excess of the fair market value of the underlying shares of New Pinstripes Class A Common Stock on the exercise date over the exercise price. Subject to the limitations of Section 162(m) of the Code and applicable guidance, New Pinstripes generally will be entitled to a tax deduction at the same time and in the same amount as ordinary income is recognized by the recipient.

The foregoing is only a summary of the effect of U.S. federal income taxation upon participants and New Pinstripes under the 2023 EIP Plan. It does not purport to be complete and does not discuss the tax consequences of a participant’s death or the provisions of the income tax laws of any municipality, state, or foreign country in which the participant may reside or otherwise pays taxes.

2023 EIP Plan Benefits

Grants of awards under the 2023 EIP Plan to New Pinstripes’ non-executive directors and other eligible participants are subject to the discretion of the Administrator. Therefore, it is not possible to determine the future benefits that will be received by these participants under the 2023 EIP Plan; except that, as noted above, certain participants will be granted options to purchase New Pinstripes Class A Common Stock in substitution for their options to purchase Pinstripes Common Stock (for more information, please see the section entitled “Executive Compensation”).

Registration with the SEC

If the 2023 EIP Plan is approved by the stockholders of Banyan and becomes effective, New Pinstripes intends to file a registration statement on SEC Form S-8 registering the shares reserved for issuance under the 2023 EIP Plan as soon as reasonably practicable after New Pinstripes becomes eligible to use such form.

Vote Required for Approval

The Equity Incentive Plan Proposal is conditioned on the approval of each of the Condition Precedent Proposals at the Special Meeting.

The approval of the Equity Incentive Plan Proposal requires the affirmative vote of a majority of the votes cast by holders of shares of the issued and outstanding Banyan Common Stock, voting together as a single class, at a meeting at which a quorum is present.

Failure to submit a proxy or to vote online at the Special Meeting and abstentions from voting will have no effect on the Equity Incentive Plan Proposal.

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PROPOSAL NO. 6 — THE ESPP PROPOSAL

Overview

We are asking our stockholders to approve the Pinstripes Holdings, Inc. 2023 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan” or “ESPP”), which the Board has approved prior to the special meeting, subject to the approval of our stockholders.

We are seeking stockholder approval of the ESPP (i) in order to meet the requirements of the Code relating to employee stock purchase plans and (ii) in order to comply with the NYSE Listing Rules, as required. If the ESPP is approved by our stockholders, then the ESPP will be effective upon the Section 423 Effective Date (as defined below).

We strongly believe in improving opportunities for our employees to reap the benefits of increases in our stock’s value. The ability to contribute a portion of earnings to purchase our shares would represent a key benefit for our employees. We believe that such a program improves our ability to attract, retain and incentivize our talent, and ultimately, better aligns the interests of our employees with those of our shareholders.

Set forth below is a summary of the material terms of the ESPP. This summary is qualified in its entirety by reference to the complete text of the ESPP, a copy of which is attached to this proxy statement/prospectus as Annex E. We urge our stockholders to read the entire ESPP carefully before voting on this proposal.

Material Terms of the Employee Stock Purchase Plan

Purpose of the ESPP. The purpose of the ESPP is to provide employees of New Pinstripes and its participating subsidiaries with the opportunity to purchase New Pinstripes Class A Common Stock at a discount through accumulated payroll deductions during successive offering periods. We believe that the ESPP enhances such employees’ sense of participation in our performance, aligns their interests with those of our stockholders, and is a necessary and powerful incentive and retention tool that benefits our stockholders. If approved by our stockholders, then the ESPP will be effective upon the determination of the Administrator (as defined below) that the ESPP satisfies the requirements under Section 423 of the Code (the “Section 423 Effective Date”).

Administration. The ESPP will be administered by the compensation committee of the New Pinstripes Board or such other committee appointed by the New Pinstripes Board to administer the ESPP (the “Administrator”), which will have the right to determine questions that may arise regarding the interpretation and application of plan provisions and to make, administer and interpret such rules as it deems necessary or advisable.

Eligibility. All of our employees (other than those employees who, immediately after any rights under the ESPP are granted, own (directly or through attribution under the attribution rules of Section 424(d) of the Code) stock possessing 5% or more of the total combined voting power or value of all classes of stock of New Pinstripes, a parent or a subsidiary, as determined under Section 423(b)(3) of the Code) will be allowed to participate in the ESPP; provided that the Administrator, in its discretion, may also exclude certain designated groups of employees. From and after the Section 423 Effective Date, any such exclusion will be based only on the following unless prohibited by applicable law, so long as, for offerings, any such exclusion is applied uniformly to all employees:

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any employee who is customarily scheduled to work 20 hours or less per week;

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any employee whose customary employment is not more than five months in a calendar year;

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any employee who has been employed less than two years;

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any employee who is not employed prior to the applicable exercise date; and

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any employee who is a highly compensated employee (within the meaning of Section 414(q) of the Code) or any highly compensated employee with compensation above a specified level, who is an officer, or who is subject to the disclosure requirements of Section 16(a) of the Exchange Act; or

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any employee who is a citizen or resident of a jurisdiction outside the United States if the grant of the option is prohibited under the laws of the jurisdiction governing such employee or compliance with the laws of the jurisdiction would cause the ESPP or any offering or option granted thereunder to violate the requirements of Section 423 of the Code.

Eligible employees become participants in the ESPP by enrolling and authorizing payroll deductions by the deadline established by the Administrator prior to the first day of the applicable offering period. Non-employee directors and consultants are not eligible to participate in the ESPP. Employees who choose not to participate, or are not eligible to participate at the start of an offering period but who become eligible thereafter, may enroll in any subsequent offering period.

Shares Available for Awards. The aggregate initial number of shares available for issuance pursuant to the ESPP will equal one percent (1%) of the number of shares of New Pinstripes Common Stock outstanding following the Closing on a fully diluted basis (as of the Closing Date) after giving effect to the Business Combination, including the PIPE Financing, determined assuming that no shares of Banyan Class A Common Stock held by Public Stockholders are redeemed, which reserve amount will be increased on the first day of each fiscal year during the term of the ESPP, commencing with the 2025 fiscal year, by 1% of the aggregate number of shares of New Pinstripes Common Stock outstanding on the last day of the immediately preceding fiscal year on a fully diluted basis, or such smaller amount determined by the Administrator. The number of shares subject to the ESPP may be adjusted for changes in our capitalization and certain corporate transactions, as described below under the heading “Adjustments.”

Offering Periods and Purchase Periods. New Pinstripes Class A Common Stock is offered to eligible employees under the ESPP during one or more offering periods selected by the Administrator. The length of an offering period under the ESPP is determined by the Administrator and may not exceed 27 months. Each offering period will consist of one or more purchase periods, during which rights granted under the ESPP will be exercised and purchases of New Pinstripes Class A Common Stock will be carried out, in accordance with the applicable offering document and the ESPP. Employee payroll deductions are used to purchase shares of New Pinstripes Class A Common Stock on the purchase date of an offering period. The purchase date for each purchase period is generally the final trading day in the purchase period. The Administrator may, in its discretion, modify the terms of future offering periods.

Enrollment and Contributions. The ESPP permits participants to purchase New Pinstripes Class A Common Stock through payroll deductions of up to $25,000 of their eligible compensation as of each fiscal year during an offering period. The Administrator will establish the maximum number of shares that may be purchased by a participant during any offering period, which in the absence of such designation will be 25,000 shares for an offering period; provided, that, in connection with each offering period that contains more than one purchase period, the maximum aggregate number of shares which may be purchased by a participant, shall be 25,000 shares during each purchase period. In addition, no employee is permitted to accrue the right to purchase stock at a rate that exceeds $25,000 worth of shares (determined as of the time such rights are granted) during any fiscal year. This limitation applies both before and after the Section 423 Effective Date.

Purchase Rights. On the first trading day of each offering period, each participant is automatically granted an option to purchase shares of New Pinstripes Class A Common Stock. The option expires on the last trading day of the applicable offering period and is exercised at that time to the extent of the payroll deductions accumulated during the offering period. Any remaining balance is carried forward to the next offering period unless the participant has elected to withdraw from the ESPP, as described below, or has ceased to be an eligible employee.

Purchase Price. The purchase price of the shares of New Pinstripes Class A Common Stock under the ESPP, in the absence of a contrary designation by the Administrator, is 85% of the lower of the fair market value of New Pinstripes Class A Common Stock on the first trading day of the offering period or on the final trading day of the offering period. The fair market value per share of New Pinstripes Class A Common Stock under the ESPP generally is the closing sales price of New Pinstripes Class A Common Stock on the date for which fair market value is being determined, or if there is no closing sales price for a share of New Pinstripes Class A Common Stock on the date in question, the closing sales price for a share of New Pinstripes Class A Common Stock on the last preceding date for which such quotation exists.

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Withdrawal and Termination of Employment. Participants may voluntarily end their participation in the ESPP at any time during an offering period by delivering written notice to New Pinstripes no later than one week prior to the end of the offering period (or such shorter or longer period specified by the Administrator in the applicable offering document), and any accrued payroll deductions that have not yet been used to purchase shares of New Pinstripes Class A Common Stock will be paid to such participants as soon as reasonably practicable after receipt of such notice. Participation in the ESPP ends automatically upon a participant’s termination of employment for any reason and any remaining accrued payroll deductions in the participant’s account will be paid to such participant as soon as reasonably practicable following such termination.

Adjustments. In the event of certain transactions or events affecting the New Pinstripes Class A Common Stock, such as any stock split, reverse stock split, stock dividend, combination or reclassification of the New Pinstripes Class A Common Stock, or any other increase or decrease in the number of shares of New Pinstripes Class A Common Stock effected without receipt of consideration by New Pinstripes, the Administrator will make equitable adjustments to the ESPP and outstanding rights under the ESPP.

Certain Transactions. In the event of a merger, consolidation or similar transaction, an acquiring or successor corporation may assume or substitute each outstanding option. If the successor corporation refuses to assume or substitute for the outstanding option, the offering period then in progress may be shortened by setting a new purchase date. The Administrator will notify each participant in writing or electronically that the purchase date has been changed and that the participant’s option will be exercised automatically on the new purchase date, unless the participant has already withdrawn from the offering period. Instead of shortening the offering period then in progress, the Administrator may also provide for (i) the termination of outstanding rights in exchange for an amount of cash, if any, that would have been obtained if such right had been exercised, (ii) the replacement of outstanding rights with other rights or property selected by the Administrator in its sole discretion, or (iii) the termination of outstanding rights without being exercised.

Foreign Participants. The Administrator may provide special terms, establish supplements to, or amendments, restatements or alternative versions of the ESPP, subject to the share limits described above, in order to facilitate grants of awards subject to the laws and/or stock exchange rules of countries outside of the United States.

Transferability; Holding Periods. A participant may not transfer rights granted under the ESPP other than by will or the laws of descent and distribution, and such rights are generally exercisable during the participant’s lifetime only by the participant. In addition, the Administrator may require that participants hold and not transfer any shares of New Pinstripes Class A Common Stock acquired pursuant to the ESPP for a set period following such acquisition.

Plan Amendment and Termination. The Administrator may amend, suspend or terminate the ESPP at any time and from time to time. However, stockholder approval must be obtained for any amendment that increases the aggregate number or changes the type of shares that may be sold pursuant to rights under the ESPP, changes the designation or class of employees who are eligible to participate in the ESPP or, from and after the Section 423 Effective Date, changes the ESPP in any way that would cause the ESPP to no longer be an “employee stock purchase plan” under Section 423(b) of the Code.

Summary of Material U.S. Federal Income Tax Consequences

The following is a brief summary of the U.S. federal income tax consequences of the ESPP based on existing U.S. federal income tax laws. This summary provides only the basic tax rules. It does not reflect provisions of the income tax laws of any municipality, state or foreign country in which a participant may reside or otherwise pay taxes, nor does it reflect the tax consequences of a participant’s death. Participants should consult with their own tax advisors regarding the tax consequences of participating in the ESPP.

Prior to the Section 423 Effective Date. Rights granted under the ESPP prior to the Section 423 Effective Date, if any, will not be intended to qualify for favorable U.S. federal income tax treatment associated with rights granted under an “employee stock purchase plan” that qualifies under provisions of Section 423 of the Code. With respect to these rights, a participant will have compensation income equal to the fair market value of the shares at the time of purchase, less the purchase price. When a participant

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sells such shares, the participant will also have a capital gain or loss equal to the difference between the sales proceeds and the fair market value of the shares at the time of purchase. Any capital gain or loss will be short-term or long-term, depending on how long the shares have been held.

Any compensation income that a participant receives upon the sale of shares purchased under rights granted pursuant to the ESPP prior to the Section 423 Effective Date will be subject to withholding for income, Medicare and social security taxes, as applicable.

From and After the Section 423 Effective Date. Following the Section 423 Effective Date, the ESPP and the right of participants to make purchases thereunder will be intended to qualify under the provisions of Section 423 of the Code. Under the applicable Code provisions, no income will be taxable to a participant until the sale or other disposition of the shares purchased under rights granted pursuant to the ESPP. This means that an eligible employee will not recognize taxable income on the date the employee is granted rights under the ESPP or on the purchase of shares. Upon a sale or other disposition of shares, the participant generally will be subject to tax in an amount that depends upon the length of time such shares are held by the participant prior to such sale or other disposition. If the sale or other disposition of shares occurs more than two years from the date of grant (i.e., the first trading day of the applicable offering period or such other date set forth in the applicable offering document) and more than one year from the date of purchase, or if the participant dies during the holding period, the participant (or the participant’s estate, as applicable) will recognize ordinary income measured as the lesser of (1) the excess of the fair market value of the shares at the time of such sale or other disposition (or death) over the purchase price or (2) the excess of the fair market value of the shares at the time the right was granted over the purchase price (i.e., the discount offered). Any gain above the discount will be treated as long-term capital gain. If the shares are held for the holding periods described above but are sold for a price that is less than the purchase price, no ordinary income will be recognized and the participant will have a long-term capital loss for the difference between the sale price and the purchase price.

If the sale or other disposition of shares occurs prior to the expiration of the holding periods described above, the participant will recognize ordinary income generally measured as the excess of the fair market value of the shares on the date the shares are purchased over the purchase price and New Pinstripes will be entitled to a corresponding tax deduction. Any additional gain on such sale or disposition will be long-term or short-term capital gain, depending on how long the shares were held following the date they were purchased by the participant prior to disposing of them. If the sale or other disposition of shares occurs prior to the expiration of the holding periods described above but are sold for a price that is less than the purchase price, the participant will recognize ordinary income equal to the excess of the fair market value of the shares on the date of purchase over the purchase price (and New Pinstripes will be entitled to a corresponding tax deduction), but the participant generally will be able to report a capital loss equal to the difference between the sales price of the shares and the fair market value of the shares on the date of purchase.

The discussion above is intended only as a summary and does not purport to be a complete discussion of all potential tax effects relevant to recipients of awards under the ESPP. Among other items this discussion does not address are tax consequences under the laws of any state, locality or foreign jurisdiction, or any tax treaties or conventions between the United States and foreign jurisdictions. This discussion is based upon current law and interpretational authorities which are subject to change at any time.

Employee Stock Purchase Plan Benefits

As described above, New Pinstripes’ non-employee directors are not eligible to participate in the ESPP. The benefits to be received by New Pinstripes’ employees as a result of the proposed approval of the ESPP are not determinable, since the amounts of future purchases by participants are based on elective participant contributions.

Registration with the SEC

If the ESPP is approved by the stockholders of Banyan and becomes effective, New Pinstripes intends to file a registration statement on SEC Form S-8 registering the shares reserved for issuance under the ESPP as soon as reasonably practicable after New Pinstripes becomes eligible to use such form.

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PROPOSAL NO. 7 — THE ADJOURNMENT PROPOSAL

The Adjournment Proposal, if adopted, will allow the Banyan Board to adjourn the Special Meeting to a later date or dates, if necessary, at the determination of the Banyan Board. In no event will the Banyan Board adjourn the Special Meeting or consummate the Business Combination beyond the date by which it may properly do so under Banyan’s Existing Charter and Delaware law.

Consequences if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is not approved by Banyan’s stockholders, the Banyan Board may not be able to adjourn the Special Meeting to a later date in the event that there are insufficient votes to approve the Business Combination Proposal or any other proposal and may be unable to consummate the Business Combination. If Banyan does not consummate the Business Combination and fails to complete an initial business combination by December 24, 2023 (as such date may be extended by approval of the Banyan Stockholders), it will be required to dissolve and liquidate its Trust Account by returning the then-remaining funds in such account to the Public Stockholders.

Vote Required for Approval

The Adjournment Proposal is not conditioned on any other proposal. The approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by holders of shares of the issued and outstanding Banyan Common Stock, voting together as a single class, at a meeting at which a quorum is present.

Failure to submit a proxy or to vote online at the Special Meeting and abstentions from voting will have no effect on the Adjournment Proposal.

The consummation of the Business Combination is not conditioned upon the approval of the Adjournment Proposal at the Special Meeting and the approval of the Adjournment Proposal is not conditioned on the approval of any other proposal described herein.

The Sponsor Holders have agreed to vote the Converted Banyan Class A Common Stock, the Banyan Class B Common Stock and any Public Shares owned by them in favor of the Adjournment Proposal. As of the date hereof, the Sponsor Holders own approximately 64.4% of the issued and outstanding shares of Banyan Common Stock and have not purchased any Public Shares, but may do so at any time, subject to certain requirements discussed under “Special Meeting of Banyan Stockholders — Potential Purchases of Public Shares and/or Warrants.” As a result, the Sponsor Holders own sufficient shares to approve the Adjournment Proposal.

Recommendation of the Banyan Board

THE BANYAN BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

Banyan’s directors and officers may have financial interests in the Business Combination that are different from, or in addition to, their interests as stockholders of Banyan and the interests of stockholders of Banyan generally. The existence of financial and personal interests of Banyan’s directors and officers may result in a conflict of interest on the part of one or more of the directors between what he, she or they may believe is in the best interests of Banyan and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the proposals. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for further discussion of these considerations.

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CERTAIN MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a description of the material U.S. federal income tax considerations for (1) U.S. holders and Non-U.S. holders (each as defined below, and together, “holders”) of shares of Banyan Class A Common Stock (i) that hold New Pinstripes Common Stock following the adoption of the Proposed Charter in connection with the Business Combination or (ii) that elect to have their Banyan Class A Common Stock redeemed for cash if the Business Combination is completed and (2) U.S. Holders of Pinstripes Common Stock, in each as if the Business Combination is completed. This description applies only to Banyan Class A Common Stock or Pinstripes Common Stock, as applicable, that is held as a capital asset for U.S. federal income tax purposes. This description is limited to U.S. federal income tax considerations, and does not address estate or any gift tax considerations or considerations arising under the tax laws of any state, local or non-U.S. jurisdiction. This description does not address all of the U.S. federal income tax considerations that may be relevant to you in light of your particular circumstances, including the alternative minimum tax, the Medicare tax on applicable investment income and the different consequences that may apply if you are subject to special rules that apply to specific types of investors, such as:

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banks, financial institutions or financial services entities;

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broker dealers;

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taxpayers that are subject to the mark-to-market method of accounting;

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tax-qualified retirement plans;

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insurance companies;

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persons holding Banyan Class A Common Stock or Pinstripes Common Stock as part of a “straddle,” hedge, integrated transaction or similar transaction;

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U.S. holders (as defined below) whose functional currency is not the U.S. dollar;

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“specified foreign corporations” (including “controlled foreign corporations”), “passive foreign investment companies” and corporations that accumulate earnings to avoid U.S. federal income tax;

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U.S. expatriates or former long-term residents of the U.S.;

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governments or agencies or instrumentalities thereof;

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regulated investment companies (RICs) or real estate investment trusts (REITs);

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persons subject to the alternative minimum tax provisions of the Code;

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persons who received their shares of Banyan Class A Common Stock or Pinstripes Common Stock as compensation;

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partnerships or other pass-through entities for U.S. federal income tax purposes;

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tax-exempt entities;

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accrual method taxpayers that file applicable financial statements as described in Section 451(b) of the Code;

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persons that actually or constructively own five percent or more of our voting shares or five percent or more of the total value of all classes of our shares;

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the Sponsor, or affiliates or direct or indirect equity holders in the Sponsor; and

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persons that own (actually or constructively) equity interests in Pinstripes).

If you are an entity or arrangement treated as a partnership for U.S. federal income tax purposes, the U.S. federal income tax treatment of your partners will generally depend on the status of the partners and your activities. Partnerships and their partners (or other owners) should consult their tax advisors with respect to the consequences to them of holding or redeeming (as applicable) Banyan Class A Common Stock or Pinstripes Common Stock if the Business Combination is completed.

We have not and do not intend to seek any rulings from the Internal Revenue Service (the “IRS”) regarding the exercise of redemption rights. There can be no assurance that the IRS will not take positions

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inconsistent with the considerations discussed below or that any such positions would not be sustained by a court. Moreover, there can be no assurance that future legislation, regulations, administrative rulings or court decisions will not adversely affect the accuracy of the statements in this discussion.

This description is based on the Code and administrative pronouncements, judicial decisions and final, temporary and proposed Treasury regulations as of the date hereof, changes to any of which subsequent to the date of this proxy statement may affect the tax consequences described herein, possibly on a retroactive basis. No assurance can be given that the IRS would not assert, or that a court would not sustain, a contrary position.

For purposes of this discussion, a “U.S. holder” is a beneficial owner of our shares of Class A Common Stock or of Pinstripes Common Stock who or that is, for U.S. federal income tax purposes:

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an individual who is a citizen or resident of the United States;

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a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized in or under the laws of the United States, any state thereof or the District of Columbia;

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an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

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an entity treated as a trust for U.S. federal income tax purposes if (i) a court within the United States is able to exercise primary supervision over the administration of such trust, and one or more such U.S. persons have the authority to control all substantial decisions of such trust or (ii) it has a valid election in effect under Treasury regulations to be treated as a U.S. person.

For purposes of this discussion, a “Non-U.S. holder” is a beneficial owner of our Class A Common Stock who or that is, for U.S. federal income tax purposes:

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a non-resident alien individual, other than certain former citizens and residents of the United States subject to U.S. tax as expatriates;

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a foreign corporation; or

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an estate or trust that is not a U.S. holder.

THIS DISCUSSION DOES NOT ADDRESS ANY ASPECT OF STATE, LOCAL OR NON-U.S. TAXATION, OR ANY U.S. FEDERAL TAXES OTHER THAN INCOME TAXES (SUCH AS GIFT AND ESTATE TAXES). YOU ARE URGED TO CONSULT YOUR TAX ADVISOR WITH RESPECT TO THE APPLICATION OF U.S. FEDERAL TAX LAWS TO YOUR PARTICULAR SITUATION, AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCAL OR FOREIGN JURISDICTION. THIS DISCUSSION IS ONLY A SUMMARY OF CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS ASSOCIATED WITH AN EXERCISE OF REDEMPTION RIGHTS PURSUANT TO AN ELECTION. EACH HOLDER SHOULD CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF AN EXERCISE OF REDEMPTION RIGHTS, INCLUDING THE EFFECTS OF U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. TAX LAWS.

Material Tax Considerations of the Merger to U.S. Holders of Pinstripes Common Stock

U.S. Federal Income Tax Characterization of the Merger

Subject to the assumptions, limitations and qualifications described below and in the tax opinion of Katten Muchin Rosenman LLP, attached hereto as Exhibit 8.1, it is the opinion of Katten Muchin Rosenman LLP that the Merger is more likely than not to qualify as a “reorganization” under Section 368(a) of the Code. For U.S. federal income tax purposes, the parties intend for the Merger to be treated as a “reorganization” within the meaning of Section 368(a) of the Code (the “Intended Tax Treatment”). Notwithstanding the parties’ intent, there are significant factual and legal uncertainties as to whether the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and the closing of the Merger is not conditioned on the receipt of any tax ruling or tax opinion. Therefore, the tax treatment of the Merger is inherently uncertain. For example, under Section 368(a) of the Code and Treasury

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Regulations promulgated thereunder, the acquiring corporation in a reorganization must continue, either directly or indirectly through certain controlled corporations, either a significant line of the acquired corporation’s historic business or use a significant portion of the acquired corporation’s historic business assets in a business. Specifically, under Treasury Regulations Section 1.368-2(j), (1) the stock surrendered must constitute control of the surviving corporation, (2) the controlling corporation must control the surviving corporation immediately after the transaction, and (3) the surviving corporation must hold “substantially all” of its own properties and substantially all of the properties of the merged corporation (other than stock of the controlling corporation distributed in the transaction). In applying this “substantially all” test to the surviving corporation, consideration furnished by the surviving corporation in exchange for its stock is considered property of the surviving corporation which it does not hold after the transaction. There is no guidance directly on point as to how this requirement applies in the case of the Merger, where the amount of Pinstripes stock redeemed for cash pursuant to the appraisal rights of the Pinstripes stockholders (see “Solicitation of Consents from Pinstripes Stockholders — Appraisal Rights of Pinstripes Stockholders”), rather than exchanged for the right to receive New Pinstripes Common Stock pursuant to the Merger, is not known until shortly before, at the time of, or shortly after the Closing. If a significant number of Pinstripes shares were to be redeemed pursuant to such appraisal rights, the aforementioned “substantially all” requirement may not be satisfied. Further, there is uncertainty as to the tax treatment regarding the Earnout Shares (as defined in the Business Combination Agreement), including whether such Earnout Shares are, for U.S. federal income tax purposes, deemed owned by the Eligible Company Equityholders (as defined in the Business Combination Agreement) upon issuance to them, whether the Dividend Equivalent (as defined in the Business Combination Agreement) amounts payable with respect to such Earnout Shares are considered cash or other property under Code Section 356 with respect to the Merger, and whether the “continuity of interest” requirements under Treasury Regulations 1.368-1(e) may be met if any such Earnout Shares are forfeited subsequent to their issuance and after the Closing. As a result, despite the parties’ intention as stated in the Business Combination Agreement that the Merger qualify as a reorganization, the U.S. federal income tax treatment of the Merger is uncertain.

The discussion below describes the U.S. federal income tax consequences of the Merger in the event that they are treated as a reorganization within the meaning of Section 368(a) of the Code, as well as the U.S. federal income tax consequences of the Merger in the event it fails to be so treated. Neither Banyan nor Pinstripes has requested, and neither intends to request, a ruling from the IRS as to the U.S. federal income tax consequences of the Merger, and neither Banyan nor Pinstripes or any of their respective advisors or affiliates, makes any representations or provides any assurances regarding the tax consequences of the Merger, including whether the Merger qualifies as a reorganization under Section 368(a) of the Code. Consequently, no assurance can be given that the IRS will not assert, or that a court would not sustain, a position contrary to any of those set forth below. Accordingly, each U.S. Holder of Pinstripes Common Stock is urged to consult its tax advisor with respect to the particular tax consequences of the Merger to such holder.

U.S. Federal Income Tax Consequences to U.S. Holders of Pinstripes Common Stock if the Merger Qualifies for the Intended Tax Treatment

If the Merger qualifies for the Intended Tax Treatment, the U.S. federal income tax consequences to U.S. Holders of Pinstripes Common Stock will generally be as follows:

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a U.S. Holder will not recognize gain or loss upon the exchange of Pinstripes Common Stock for New Pinstripes Common Stock pursuant to the Merger;

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a U.S. Holder’s aggregate tax basis for the shares of New Pinstripes Common Stock received in the Merger will equal the U.S. Holder’s aggregate tax basis in the shares of Pinstripes Common Stock surrendered in exchange therefor in the Merger; and

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the holding period of the shares of New Pinstripes Common Stock received by a U.S. Holder in the Merger will include the holding period of the shares of Pinstripes Common Stock surrendered in exchange therefor.

U.S. Federal Income Tax Consequences to U.S. Holders of Pinstripes Common Stock if the Merger Fails to Qualify for the Intended Tax Treatment

If the Merger nevertheless fails to qualify for the Intended Tax Treatment, then, for U.S. federal income tax purposes, a U.S. Holder holding Pinstripes Common Stock will generally recognize gain or loss equal to

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the difference, if any, between (i) the fair market value of the New Pinstripes Common Stock received in exchange for the Pinstripes Common Stock surrendered in the Merger and (ii) such U.S. Holder’s adjusted tax basis in the Pinstripes Common Stock surrendered. Such gain or loss generally will be long-term capital gain or loss provided the U.S. Holder’s holding period for the Pinstripes Common Stock surrendered in the Merger exceeds one year as of the closing date. Long-term capital gain of certain non-corporate holders (including individuals) is currently eligible for U.S. federal income taxation at preferential rates. The deductibility of capital losses is subject to limitations under the Code. U.S. holders that realize a loss should consult their tax advisors regarding the allowance of such loss.

Qualified Small Business Stock

Your Pinstripes Common Stock may meet the criteria of Section 1202 of the Code, with respect to gain from the sale or exchange of “qualified small business stock” (“QSBS”) held more than 5 years. Were Pinstripes Common Stock to so qualify as QSBS, certain holders of Pinstripes Common Stock could be eligible for an exemption from federal income tax on capital gains with respect to QSBS held for more than five years. Further, were Pinstripes Common Stock so treated as QSBS and the Merger qualifies for the Intended Tax Treatment, shares of New Pinstripes Common Stock received in exchange for Pinstripes Common Stock could also qualify as QSBS, subject to certain limitations of the amount of gain exclusion available under Section 1202. We cannot assure that Pinstripes will meet all or any of such tests during substantially all of a holder’s holding period or that Pinstripes Common Stock will qualify as QSBS, and in no event shall Banyan, Merger Sub, or Pinstripes be liable to any party for damages arising from subsequently proven or identified error in the any determination with respect to the applicability or interpretation of Section 1202 of the Code. You should consult with your own tax advisors regarding the potential applicability or interpretation of Section 1202 of the Code to your Pinstripes Common Stock and/or New Pinstripes Common Stock.

Appraisal Rights

Pursuant to the Business Combination Agreement, each Dissenting Stockholder (as defined in the Business Combination Agreement) who becomes entitled to payment for his, her or its Dissenting Shares shall receive such payment in accordance with the DGCL. A Dissenting Stockholder who receives a cash payment with respect to his or her Dissenting Shares will generally be deemed to have disposed of his or her shares in a taxable transaction. You should consult with your tax advisors regarding the applicability of the foregoing to you.

Tax Consequences of the Business Combination For Holders Who Do Not Elect to Redeem Banyan Class A Common Stock

If holders of Banyan Class A Common Stock do not elect to have such Banyan Class A Common Stock redeemed for cash, then such non-redeeming holders will not have a sale, taxable exchange or taxable redemption of such Banyan Class A Common Stock as described below and you will recognize no taxable gain or loss as a result of the consummation of the Business Combination. In addition, Banyan will not recognize any taxable gain or loss for U.S. federal income tax purposes as a result of the consummation of the Merger.

Redemption of Banyan Class A Common Stock

In the event that a holder’s shares of Banyan Class A Common Stock are redeemed pursuant to the redemption provisions described in this proxy statement under the section entitled “Special Meeting of Banyan Stockholders — Redemption Rights”, the treatment of the redemption for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale or other exchange of shares of Banyan Class A Common Stock under Section 302 of the Code. If the redemption qualifies as a sale of shares of Banyan Class A Common Stock, a U.S. holder will be treated as described below under the section entitled “— U.S. Holders of Banyan Class A Common Stock — Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Banyan Class A Common Stock,” and a Non-U.S. holder will be treated as described under the section entitled “— Non-U.S. Holders of Banyan Class A Common Stock — Gain on Sale, Taxable Exchange or Other Taxable Disposition of Banyan Class A Common Stock.” If the redemption does not

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qualify as a sale of shares of Banyan Class A Common Stock, a holder will be treated as receiving a corporate distribution with the tax consequences to a U.S. holder described below under the section entitled “— U.S. Holders of Banyan Class A Common Stock — Taxation of Distributions,” and the tax consequences to a Non-U.S. holder described below under the section entitled “— Non-U.S. Holders of Banyan Class A Common Stock — Taxation of Distributions.”

Whether a redemption of shares of Banyan Class A Common Stock qualifies for sale treatment will depend largely on the total number of shares of our stock treated as held by the redeemed holder before and after the redemption (including any stock constructively owned by the holder as a result of owning warrants and any of our stock that a holder would directly or indirectly acquire pursuant to the Business Combination) relative to all of our shares outstanding both before and after the redemption. The redemption of Banyan Class A Common Stock generally will be treated as a sale of Banyan Class A Common Stock (rather than as a corporate distribution) if the redemption (1) is “substantially disproportionate” with respect to the holder, (2) results in a “complete termination” of the holder’s interest in us or (3) is “not essentially equivalent to a dividend” with respect to the holder. These tests are explained more fully below.

In determining whether any of the foregoing tests result in a redemption qualifying for sale treatment, a holder takes into account not only shares of our stock actually owned by the holder, but also shares of our stock that are constructively owned by it. A holder may constructively own, in addition to stock owned directly, stock owned by certain related individuals and entities in which the holder has an interest or that have an interest in such holder, as well as any stock that the holder has a right to acquire by exercise of an option, which would generally include Banyan Class A Common Stock which could be acquired pursuant to the exercise of warrants. Moreover, any of our stock that a holder directly or constructively acquires pursuant to the Business Combination generally should be included in determining the U.S. federal income tax treatment of the redemption, and the application of these tests generally also takes into account related transactions that occur contemporaneously with the redemption, including any contemporaneous purchases of Banyan Class A Common Stock by the relevant holder and any issuances of Banyan Class A Common Stock.

In order to meet the substantially disproportionate test, the percentage of our outstanding voting stock actually and constructively owned by the holder immediately following the redemption of shares of Banyan Class A Common Stock must, among other requirements, be less than 80 percent (80%) of the percentage of our outstanding voting stock actually and constructively owned by the holder immediately before the redemption (taking into account both redemptions by other holders of Banyan Class A Common Stock and the Banyan Class A Common Stock to be issued pursuant to the Business Combination). There will be a complete termination of a holder’s interest if either (1) all of the shares of our stock actually and constructively owned by the holder are redeemed or (2) all of the shares of our stock actually owned by the holder are redeemed and the holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of stock owned by specific family members and the holder does not constructively own any other stock.

The redemption of Banyan Class A Common Stock will not be essentially equivalent to a dividend if the redemption results in a “meaningful reduction” of the holder’s proportionate interest in us. Whether the redemption will result in a meaningful reduction in a holder’s proportionate interest in us will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder in a publicly held corporation where such stockholder exercises no control over corporate affairs may constitute such a “meaningful reduction.”

If none of the foregoing tests is satisfied, then the redemption of shares of Banyan Class A Common Stock will be treated as a corporate distribution to the redeemed holder and the tax effects to such a U.S. holder will be as described below under the section entitled “— U.S. Holders of Banyan Class A Common Stock — Taxation of Distributions,” and the tax effects to such a Non-U.S. holder will be as described below under the section entitled “— Non-U.S. Holders of Banyan Class A Common Stock — Taxation of Distributions.” After the application of those rules, any remaining tax basis of the holder in the redeemed Banyan Class A Common Stock will be added to the holder’s adjusted tax basis in its remaining stock, or, if it has none, to the holder’s adjusted tax basis in its warrants or possibly in other stock constructively owned by it. A holder should consult with its own tax advisors as to the tax consequences of a redemption.

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U.S. Holders of Banyan Class A Common Stock

This section applies to you if you are a “U.S. holder” of Banyan Class A Common Stock.

Taxation of Distributions. If our redemption of a U.S. holder’s shares of Banyan Class A Common Stock is treated as a corporate distribution, as described above under the section entitled “— Redemption of Banyan Class A Common Stock,” such distribution generally will constitute a dividend for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. holder’s adjusted tax basis in our Banyan Class A Common Stock. Any remaining excess will be treated as gain realized on the sale or other disposition of the Banyan Class A Common Stock and will be treated as described below under the section entitled “— U.S. Holders of Banyan Class A Common Stock — Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Banyan Class A Common Stock.”

Dividends we pay to a U.S. holder that is a taxable corporation generally will qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions (including, but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations), and provided certain holding period requirements are met, dividends we pay to a non-corporate U.S. holder generally will constitute “qualified dividends” that will be subject to tax at the maximum tax rate accorded to long-term capital gains. It is unclear whether the redemption rights with respect to the Banyan Class A Common Stock described in this proxy statement may prevent a U.S. holder from satisfying the applicable holding period requirements with respect to the dividends received deduction or the preferential tax rate on qualified dividend income, as the case may be.

Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Banyan Class A Common Stock. If our redemption of a U.S. holder’s shares of Banyan Class A Common Stock is treated as a sale, taxable exchange or other taxable disposition, as described above under the section entitled “— Redemption of Banyan Class A Common Stock,” a U.S. holder generally will recognize capital gain or loss in an amount equal to the difference between the amount of cash and the U.S. holder’s adjusted tax basis in the shares of Banyan Class A Common Stock redeemed. A U.S. holder’s adjusted tax basis in its Banyan Class A Common Stock generally will equal the U.S. holder’s acquisition cost less any prior distributions paid to such U.S. holder with respect to its shares of Banyan Class A Common Stock treated as a return of capital. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. holder’s holding period for the Banyan Class A Common Stock so disposed of exceeds one year. It is unclear, however, whether the redemption rights with respect to Banyan Class A Common Stock described herein may suspend the running of the applicable holding period for this purpose. If the running of the holding period for Banyan Class A Common Stock is suspended, then non-corporate U.S. holders may not be able to satisfy the one-year holding period requirement for long-term capital gain treatment, in which case any gain on a redemption of the shares would be subject to short-term capital gain treatment and would be taxed at regular ordinary income tax rates. Long-term capital gains recognized by non-corporate U.S. holders will be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations. U.S. holders who hold different blocks of Banyan Class A Common Stock (shares of Banyan Class A Common Stock purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them.

Non-U.S. Holders of Banyan Class A Common Stock

This section applies to you if you are a “Non-U.S. holder” of Banyan Class A Common Stock.

Taxation of Distributions. If our redemption of a Non-U.S. holder’s shares of Banyan Class A Common Stock is treated as a corporate distribution, as described above under the section entitled “— Redemption of Banyan Class A Common Stock,” to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles), such distribution will constitute a dividend for U.S. federal income tax purposes and, provided such dividend is not effectively connected with the Non-U.S. holder’s conduct of a trade or business within the United States, we will be required to withhold tax from the gross amount of the dividend at a rate of 30 percent (30%), unless such Non-U.S. holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides

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proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E). Any distribution not constituting a dividend will be treated first as reducing (but not below zero) the Non-U.S. holder’s adjusted tax basis in its shares of our Banyan Class A Common Stock and, to the extent such distribution exceeds the Non-U.S. holder’s adjusted tax basis, as gain realized from the sale or other disposition of the Banyan Class A Common Stock, which will be treated as described below under the section entitled “— Non-U.S. Holders of Banyan Class A Common Stock — Gain on Sale, Taxable Exchange or Other Taxable Disposition of Banyan Class A Common Stock.”

The withholding tax described in the preceding paragraph does not apply to dividends paid to a Non-U.S. holder who provides an IRS Form W-8ECI certifying that the dividends are effectively connected with the Non-U.S. holder’s conduct of a trade or business within the United States. Instead, the effectively connected dividends will be subject to regular U.S. federal income tax as if the Non-U.S. holder were a U.S. resident, subject to an applicable income tax treaty providing otherwise. A Non-U.S. holder that is a corporation for U.S. federal income tax purposes and is receiving effectively connected dividends may also be subject to an additional “branch profits tax” imposed at a rate of 30 percent (30%) (or a lower applicable income tax treaty rate).

Gain on Sale, Taxable Exchange or Other Taxable Disposition of Banyan Class A Common Stock. If our redemption of a U.S. holder’s shares of Banyan Class A Common Stock is treated as a sale or other taxable disposition, as described above under the section entitled “— Redemption of Banyan Class A Common Stock,” a Non-U.S. holder generally will not be subject to U.S. federal income or withholding tax in respect of the redemption, unless:

•

the gain is effectively connected with the conduct of a trade or business by the Non-U.S. holder within the United States (and, under certain income tax treaties, is attributable to a United States permanent establishment or fixed base maintained by the Non-U.S. holder);

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such Non-U.S. holder is an individual who is present in the United States for 183 days or more during the taxable year in which the disposition takes place and certain other conditions are met; or

•

we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the Non-U.S. holder held our Banyan Class A Common Stock and, in the circumstance in which shares of our Banyan Class A Common Stock are regularly traded on an established securities market, the Non-U.S. holder has owned, directly or constructively, more than 5% of our Banyan Class A Common Stock at any time within the shorter of the five-year period preceding the redemption or such Non-U.S. holder’s holding period for the shares of our Banyan Class A Common Stock. There can be no assurance that our Banyan Class A Common Stock will be treated as regularly traded on an established securities market for this purpose.

Unless an applicable treaty provides otherwise, gain described in the first bullet point above will be subject to tax at generally applicable U.S. federal income tax rates as if the Non-U.S. holder were a U.S. resident. Any gains described in the first bullet point above of a Non-U.S. holder that is a corporation for U.S. federal income tax purposes may also be subject to an additional “branch profits tax” at a 30 percent (30%) rate (or lower income tax treaty rate). If the second bullet point applies to a Non-U.S. holder, such Non-U.S. holder will be subject to U.S. tax on such Non-U.S. holder’s net capital gain for such year (including any gain realized in connection with the redemption) at a tax rate of 30 percent (30%).

If the third bullet point above applies to a Non-U.S. holder, gain recognized by such holder in the redemption will be subject to tax at generally applicable U.S. federal income tax rates. In addition, we may be required to withhold U.S. federal income tax at a rate of fifteen percent (15%) of the amount realized upon such redemption. We believe that we are not, and have not been at any time since our formation, a United States real property holding corporation and we do not expect to be a United States real property holding corporation immediately after the Business Combination is completed.

Information Reporting and Backup Withholding

Dividend payments with respect to our Banyan Class A Common Stock and proceeds from the sale, taxable exchange or taxable redemption of our Banyan Class A Common Stock may be subject to

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information reporting to the IRS and possibly United States backup withholding. Backup withholding will not apply, however, to a U.S. holder who furnishes a correct taxpayer identification number and makes other required certifications, or who is otherwise exempt from backup withholding and establishes such exempt status.

Amounts treated as dividends that are paid to a Non-U.S. holder are generally subject to reporting on IRS Form 1042-S even if the payments are exempt from withholding. A Non-U.S. holder generally will eliminate any other requirement for information reporting and backup withholding by providing certification of its foreign status, under penalties of perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a holder’s United States federal income tax liability, and a holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information.

FATCA Withholding Taxes

Sections 1471 through 1474 of the Code and the Treasury Regulations and administrative guidance promulgated thereunder (commonly referred to as the “Foreign Account Tax Compliance Act” or “FATCA”) generally impose withholding at a rate of 30% on payments of dividends (including constructive dividends) on our public shares to “foreign financial institutions” (which is broadly defined for this purpose and in general includes investment vehicles) and certain other Non-U.S. entities unless various U.S. information reporting and due diligence requirements (generally relating to ownership by U.S. persons of interests in or accounts with those entities) have been satisfied, or an exemption applies (typically certified as to by the delivery of a properly completed IRS Form W-8BEN-E). The IRS has issued proposed regulations (on which taxpayers may rely until final regulations are issued) that would generally not apply these withholding requirements to gross proceeds from sales or other disposition proceeds from our public shares; however, there can be no assurance that final regulations will provide the same exceptions from FATCA withholding as the proposed regulations. If FATCA withholding is imposed, a beneficial owner that is not a foreign financial institutional generally will be entitled to a refund of any amounts withheld by filing a U.S. federal income tax return (which may entail significant administrative burden). Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules. Holders of public shares are urged to consult their tax advisors regarding the effects of FATCA on their investment in our securities.

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SOLICITATION OF CONSENTS FROM PINSTRIPES STOCKHOLDERS

This section contains information for Pinstripes stockholders regarding the solicitation of written consents to adopt the Business Combination Agreement by executing and delivering the written consent furnished with this joint proxy statement/consent solicitation statement/prospectus.

Purpose of the Consent Solicitation; Recommendation of the Pinstripes Board

The Pinstripes Board is providing this joint proxy statement/consent solicitation statement/prospectus to Pinstripes stockholders. Pinstripes stockholders are being asked to adopt and approve the Pinstripes Business Combination Proposal by executing and delivering the written consent furnished with this joint proxy statement/consent solicitation statement/prospectus.

After consideration, the Pinstripes Board unanimously approved and declared advisable the Business Combination Agreement and the Business Combination, upon the terms and conditions set forth in the Business Combination Agreement, and unanimously determined that the Business Combination Agreement and the transactions contemplated thereby are in the best interests of Pinstripes and its stockholders. The Pinstripes Board unanimously recommends that Pinstripes’ stockholders approve the Pinstripes Business Combination Proposal.

Pinstripes Stockholders Entitled to Consent

Only Pinstripes stockholders of record will be entitled to execute and deliver a written consent. As of the close of business on December 4, 2023, there were 6,178,962 outstanding shares of Pinstripes Common Stock and 11,054,593 outstanding shares of Pinstripes Preferred Stock. Each holder of Pinstripes Common Stock is entitled to one vote for each share held. Each holder of Pinstripes Preferred Stock is entitled to a number of votes equal to the number of whole shares of Pinstripes Common Stock into which the shares of Pinstripes Preferred Stock held by such holder could be converted.

Written Consents; Required Written Consents

The approval of the Pinstripes Business Combination Proposal requires the affirmative vote or consent of the holders of a majority of the outstanding shares of Pinstripes Common Stock and Pinstripes Preferred Stock, voting together as a single class and on an as-converted basis.

In connection with the execution of the Business Combination Agreement, the security holders party to the Security Holder Support Agreement delivered to Pinstripes and Banyan the Security Holder Support Agreement. Under the Security Holder Support Agreement, each Security Holder agreed to, among other things, (i) vote at any meeting of the stockholders of Pinstripes or by written consent all of its Pinstripes Common Stock and/or Pinstripes Preferred Stock, as applicable, held of record or thereafter acquired in favor of the Business Combination and the adoption of the Business Combination Agreement; (ii) waive their appraisal rights with respect to such matters; and (iii) be bound by certain transfer restrictions with respect to Pinstripes securities, in each case, on the terms and subject to the conditions set forth in the Security Holder Support Agreement. As of September 5, 2023, the Security Holders’ ownership interests collectively represent over 50% of the outstanding shares of Pinstripes Common Stock and Pinstripes Preferred Stock, and as such are sufficient to approve the Business Combination on behalf of Pinstripes.

Interests of Certain Persons in the Business Combination

In considering whether to adopt the Business Combination Agreement by executing and delivering a written consent, Pinstripes stockholders should be aware that aside from their interests as stockholders, Pinstripes’ officers and members of the Pinstripes Board have interests in the Business Combination that are different from, or in addition to, those of other Pinstripes stockholders generally. Pinstripes stockholders should take these interests into account in deciding whether to approve the Business Combination. For more information on the interests of Pinstripes directors and executive officers in the Business Combination, see the section titled “Proposal No. 1 — The Business Combination — Interests of Pinstripes’ Directors and Executive Officers in the Business Combination”.

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Submission of Written Consents

You may consent to the Pinstripes Business Combination Proposal with respect to your shares of Pinstripes Common Stock and Pinstripes Preferred Stock by completing, dating and signing the written consent enclosed with this joint proxy statement/consent solicitation statement/prospectus and returning it to Pinstripes by December 19, 2023. Pinstripes reserves the right to extend the final date for the receipt of written consents beyond December 19, 2023 in the event that consents approving the Business Combination and adopting and approving the Business Combination Agreement have not been obtained by that date from holders of a sufficient number of shares of Pinstripes Preferred Stock to satisfy the conditions to the Business Combination. Any such extension may be made without notice to Pinstripes stockholders.

If you hold shares of Pinstripes Common Stock or Pinstripes Preferred Stock and you wish to give your written consent, you must fill out the enclosed written consent, date and sign it and promptly return it to Pinstripes. Once you have completed, dated and signed the written consent, you may deliver it to Pinstripes by emailing a .pdf copy to investors@pinstripes.com or by mailing your written consent to Pinstripes, Inc., 1150 Willow Road, Northbrook, IL 60062, Attention: Chief Executive Officer.

After the Business Combination is completed, a letter of transmittal and written instructions for the surrender of Pinstripes electronic stock certificates may be delivered to Pinstripes stockholders.

Executing Written Consents; Revocation of Written Consents

You may execute a written consent to approve the Pinstripes Business Combination Proposal (which is equivalent to a vote for such proposal). If you do not return your written consent, it will have the same effect as a vote against the Pinstripes Business Combination Proposal. If you are a record holder of shares of Pinstripes Common Stock and/or Pinstripes Preferred Stock and you return a signed written consent, you will have given your consent to approve the Pinstripes Business Combination Proposal.

Appraisal Rights of Pinstripes Stockholders

Solicitation of Written Consents; Expenses

The expense of preparing and distributing these consent solicitation materials is being borne by Pinstripes. Directors, officers and employees of Pinstripes may solicit consents by telephone and personally, in addition to solicitation by mail or electronically. These persons will not receive any special compensation for soliciting consents.

Assistance

If you need assistance with completing your written consent or have questions regarding the consent solicitation, please contact investors@pinstripes.com.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined balance sheet as of July 23, 2023, unaudited pro forma condensed combined statement of operations for the fiscal year ended April 30, 2023, and unaudited pro forma condensed combined statement of operations for the twelve weeks ended July 23, 2023, present the combination of the financial information of Banyan and Pinstripes, after giving effect to the Business Combination, the Series I Financing, additional financing commitments from third party PIPE Investors by entering into subscription agreements, the reverse recapitalization, and the related adjustments described in the accompanying notes. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786, “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” For purposes of the unaudited pro forma condensed combined financial statements, the entity surviving the Business Combination is referred to as “New Pinstripes.”

The fiscal year end of Pinstripes is the 52/53-week period ending on the last Sunday in April, which is April 30, 2023 for fiscal year 2023, while Banyan had a December 31, 2022 calendar year end. The calendar year end of Banyan has been adjusted to conform to the fiscal year end of Pinstripes for the purpose of presenting the unaudited pro forma condensed combined financial information, pursuant to Rule 11-02(c)(3) of Regulation S-X, given the most recent fiscal year ends differed by more than one fiscal quarter. Following the consummation of the Business Combination, New Pinstripes will have an April 28, 2024 fiscal year end. Refer to accompanying Note 1, Basis of Presentation, to the unaudited pro forma condensed combined financial information for further discussion.

The unaudited pro forma condensed combined balance sheet as of July 23, 2023 combines the unaudited historical condensed consolidated balance sheet of Banyan as of September 30, 2023 with the unaudited historical consolidated balance sheet of Pinstripes as of July 23, 2023 on a pro forma basis as if the Business Combination, as summarized below, after giving effect to the Business Combination as if it occurred on July 23, 2023. The unaudited pro forma condensed combined statement of operations for the fiscal year end April 30, 2023 was derived by adding the results of the unaudited historical condensed consolidated statement of operations of Banyan for the six months ended June 30, 2023 to the results of the audited historical statement of operations of Banyan for the calendar year ended December 31, 2022, removing the results of the unaudited historical condensed statement of operations of Banyan for the six months ended June 30, 2022, and combining the results of the audited historical consolidated statement of operations of Pinstripes for the fiscal year ended April 30, 2023 after giving effect to the Business Combination, as if the Business Combination had occurred on April 25, 2022. The unaudited pro forma condensed combined statement of operations for the twelve weeks ended July 23, 2023 combines the unaudited historical results of Banyan for the three months ended September 30, 2023 with the unaudited historical results of Pinstripes for the twelve weeks ended July 23, 2023, after giving effect to the Business Combination, as if the Business Combination had occurred on April 25, 2022.

The unaudited pro forma condensed combined balance sheet and unaudited historical condensed combined statements of operations gives pro forma effect to the Business Combination using the assumptions below:

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The merger of Pinstripes and Merger Sub, a wholly owned subsidiary of Banyan, with Pinstripes surviving the merger as a wholly owned subsidiary of Banyan;

•

This issuance of 850,648 shares of Pinstripes’ Series I Redeemable Convertible Preferred Stock to third party investors (“Series I Investors”) for aggregate cash payments of $21.3 million based on a $25.00 per share purchase price;

•

The conversion of the Pinstripes Convertible Notes, the conversion of the Pinstripes Warrants, and the conversion of Pinstripes’ Redeemable Convertible Preferred Stock (excluding Pinstripes’ Series I Redeemable Convertible Preferred Stock), into an aggregate of 11,133,752 shares of Pinstripes Common Stock immediately prior to the consummation of the Business Combination;

•

The exchange of all issued and outstanding Pinstripes Common Stock, after taking into effect any conversions or exercises, including the conversion of Pinstripes Convertible Notes, the conversion of Pinstripes Warrants, and the conversion of Pinstripes’ Redeemable Convertible Preferred Stock

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(excluding Pinstripes’ Series I Redeemable Convertible Preferred Stock), into 32,141,270 shares of New Pinstripes Class A Common Stock based on the Exchange Ratio of approximately 1.86 shares of New Pinstripes Class A Common Stock for each share of Pinstripes Common Stock;

•

The issuance of 82,586 shares of New Pinstripes Class A Common Stock in settlement of the cumulative unpaid dividends payable to the holders of Pinstripes’ Series I Redeemable Convertible Preferred Stock;

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The conversion of the 850,648 issued and outstanding shares of Pinstripes’ Series I Redeemable Convertible Preferred Stock to 2,126,620 shares of New Pinstripes Class A Common Stock based on the Series I Exchange Ratio (as defined in the Second A&R Business Combination Agreement) of approximately 2.50 shares of New Pinstripes Class A Common Stock for each share of Pinstripes Common Stock;

•

The assumed issuance of 1,131,019 shares, 3,252,200 shares, and 5,373,380 shares of New Pinstripes’ Common Stock, respectively, to PIPE Investors from the PIPE Financing to satisfy the Minimum Cash Amount requirement as described within the assumed no redemptions scenario, assumed 50% redemptions scenario, and maximum redemptions scenario below;

•

The Banyan Public Stockholders’ redemption of shares of Banyan’s Redeemable Class A Common Stock as described within the assumed no redemptions scenario, the assumed 50% redemptions scenario, and the assumed maximum redemptions scenarios below;

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The conversion of the 2,000,000 shares and 5,245,000 shares issued and outstanding Banyan Class A Common Stock and Banyan Class B Common Stock, respectively, held by the Sponsor Holders to 7,245,000 shares of New Pinstripes Common Stock at the consummation of the Business Combination;

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The transfer of an aggregate of 505,944 shares of New Pinstripes Class A Common Stock from the Sponsor Holders to the Series I Investors;

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The transfer of an aggregate of 1,018,750 shares of New Pinstripes Class A Common Stock from the Sponsor Holders to Banyan Public Stockholders pursuant to certain non-redemption agreements entered into by the Sponsor Holders;

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The application of the provisions of the Sponsor Letter Agreement subjecting 3,324,056 shares of New Pinstripes Class B Common Stock held by the Sponsor Holders to certain vesting conditions, which includes up to 1,494,056 shares that may be transferred by the Sponsor to investors in the Series I Financing or PIPE Financing, of which up to 1,244,056 shares will be forfeited and issued to the Pinstripes Stockholders if such shares are not transferred by the Sponsor to investors in the Series I Financing or PIPE Financing;

•

The application of the provisions of the Second A&R Business Combination Agreement subjecting 5,000,000 shares of New Pinstripes Series B-1 Common Stock and New Pinstripes Series B-2 Common Stock held by the Pinstripes Stockholders to certain vesting conditions; and

•

The application of the provisions of the Second A&R Business Combination Agreement subjecting 4,000,000 shares of New Pinstripes Series B-3 Common Stock held by the Pinstripes Stockholders to certain vesting conditions.

On June 22, 2023, Banyan, Merger Sub, and Pinstripes entered into the Business Combination Agreement, pursuant to which, among other transactions, on the terms and conditions set forth therein, Merger Sub is to merge with and into Pinstripes, with Pinstripes surviving the merger as a wholly owned subsidiary of Banyan. Concurrently with the execution of the Business Combination Agreement, Banyan, Pinstripes, and the Sponsor Holders entered into the Sponsor Letter Agreement whereby 3,324,056 shares held by the Sponsor Holders became subject to vesting conditions (“Sponsor Earnout Shares”). The Sponsor Earnout Shares represents an equity-linked contract that is classified in equity. Following the Closing, Banyan intends to change its name to Pinstripes Holdings, Inc.

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shares of New Pinstripes Class B Common Stock that shall vest as follows: (i) fifty percent (50.0%) of the Earnout Shares shall vest in the event the daily volume-weighted average price of one share of common stock of New Pinstripes is greater than or equal to $12.00 for any 20 trading days within any 30 consecutive trading day period, during a period commencing five months after the Closing Date and ending on the fifth anniversary of the Closing Date, and (ii) the remaining fifty percent (50.0%) of the Earnout Shares shall vest in the event the daily volume-weighted average price of one share of common stock of New Pinstripes is greater than or equal to $14.00 for any 20 trading days within any consecutive 30 trading day period during the Earnout Period. All or a portion of the Earnout Shares will vest in the event of a subsequent change of control for a per share price at or above the levels stated in the prior sentence. The Earnout Shares represents an equity-linked contract that is classified in equity.

On November 22, 2023, Banyan, Merger Sub and Pinstripes entered into the Second A&R Business Combination Agreement, pursuant to which (i) Pinstripes Stockholders (as of immediately prior to the Closing of the Business Combination, excluding holders of common stock issued in connection with the conversion of the Series I Convertible Preferred Stock of Pinstripes) would receive an aggregate of 4,000,000 shares of New Pinstripes Series B-3 Common Stock (pro rata to each such holder’s entitlement to consideration in connection with the merger) that shall vest if the 2024 EBITDA of New Pinstripes during the EBITDA Earnout Period is equal or greater than $28.0 million or there is a Change of Control during the EBITDA Earnout Period, and (ii) a number of shares equal to the Forfeited Reserved Shares will be issued as consideration for the reverse recapitalization to the Pinstripes Stockholders (as of immediately prior to the Closing of the Business Combination). The 4,000,000 shares of New Pinstripes Series B-3 Common Stock held by Pinstripes Stockholders subject to certain vesting conditions represents an equity-linked contract that is classified in equity.

In addition to the issuance of the 850,648 shares of Pinstripes’ Series I Redeemable Convertible Preferred Stock to Series I Investors for aggregate cash payments of $21.3 million (based on a $25.00 per share purchase price), the Second A&R Business Combination Agreement permits, during the pre-Closing period, that Pinstripes may enter into one or more arms-length subscription with strategic investors to purchase Pinstripes’ Series I Redeemable Convertible Preferred Stock for $25.00 per share or New Pinstripes Class A Common Stock for $10.00 per share, with the proceeds raised therefrom not to exceed $25.0 million in the aggregate (“Permitted Equity Financing”). The assumptions herein exclude any proceeds in connection with the Permitted Equity Financing. The amounts of percentage of ownership will change if actual facts differ from the assumptions set forth above and depending on whether any Permitted Equity Financing is consummated. For purposes of the unaudited pro forma condensed combined financial statements, a zero percent (0.0%) tax rate was assumed under both the no redemptions and maximum redemptions scenarios given Pinstripes’ full valuation allowance.

At the Closing, all Pinstripes options, vested or unvested, will be converted New Pinstripes’ options. Each outstanding vested New Pinstripes’ option will have the right to purchase a number of shares of New Pinstripes Class A Common Stock equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Pinstripes Common Stock subject to such Pinstripes Option immediately prior to the Effective Time and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such Pinstripes Option immediately prior to the Effective Time divided by (B) the Exchange Ratio.

The unaudited pro forma condensed combined financial information has been prepared assuming three redemption scenarios, after giving effect to the Business Combination, as follows:

Assuming No Redemptions: This presentation assumes that no Banyan Public Stockholders exercise redemption rights with respect to shares of Banyan’s Redeemable Class A Common Stock for a pro rata share of the funds held in the Trust Account. The Second A&R Business Combination Agreement includes, as a condition to Closing, that immediately prior to the Closing of the Business Combination, the sum of (i) the funds held in the Trust Account after giving effect to the Banyan Public Stockholders’ redemptions, plus (ii) amounts received from the Series I Financing, plus (iii) the proceeds from PIPE Financing, plus (iv) fifty percent (50.0%) of the total amount received in respect of the Permitted Equity Financing, if any, shall be equal to or greater than the Minimum Cash Amount. For purposes of the unaudited pro forma condensed combined financial statements, this scenario assumes aggregate proceeds of $11.3 million (based on the aggregate proceeds received for the issuance of 1,131,019

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shares of New Pinstripes Class A Common Stock at a $10.00 per share purchase price) from the PIPE Financing to satisfy the Minimum Cash Amount requirement.

Assuming 50% Redemptions: This presentation assumes 1,999,344 shares of Banyan’s Redeemable Class A Common Stock are redeemed for their pro rata share of the funds held in the Trust Account, resulting in an aggregate cash payment of approximately $21.2 million based on an assumed redemption price of approximately $10.61 per share (based on the aggregate amount of the funds held in the Trust Account of approximately $42.4 million as of September 30, 2023). The Second A&R Business Combination Agreement includes, as a condition to Closing, that immediately prior to the Closing of the Business Combination, the Minimum Cash Amount requirement is met. For purposes of the unaudited pro forma condensed combined financial statements, this scenario assumes aggregate proceeds of $32.5 million (based on the aggregate proceeds received for the issuance of 3,252,200 shares of New Pinstripes Class A Common Stock at a $10.00 per share purchase price) from the PIPE Financing to satisfy the Minimum Cash Amount requirement.

Assuming Maximum Redemptions: This presentation assumes 3,998,687 shares of Banyan’s Redeemable Class A Common Stock are redeemed for their pro rata share of the funds held in the Trust Account, resulting in an aggregate cash payment of approximately $42.4 million based on an assumed redemption price of approximately $10.61 per share (based on the aggregate amount of the funds held in the Trust Account of approximately $42.4 million as of September 30, 2023). The Second A&R Business Combination Agreement includes, as a condition to Closing, that immediately prior to the Closing of the Business Combination, the Minimum Cash Amount requirement is met. For purposes of the unaudited pro forma condensed combined financial statements, this scenario assumes aggregate proceeds of $53.7 million (based on the aggregate proceeds received for the issuance of 5,373,380 shares of New Pinstripes Class A Common Stock at a $10.00 per share purchase price) from the PIPE Financing to satisfy the Minimum Cash Amount requirement.

The terms and conditions of the PIPE Financing may differ when the PIPE Financing agreements are finalized and there is no guarantee that such PIPE Financing will be executed. If proceeds from PIPE Investors are not obtained from the PIPE Financing, other financing may be necessary to meet the Minimum Cash Amount and could materially impact the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial statements do not necessarily reflect what New Pinstripes’ financial condition or results of operations would have been as if the Business Combination had occurred on the dates indicated. They also may not be useful in predicting the future financial condition and results of operations of New Pinstripes. New Pinstripes’ actual financial condition and results of operations may differ significantly from the unaudited pro forma condensed combined amounts reflected herein due to a variety of factors. Banyan and Pinstripes have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The unaudited pro forma condensed combined financial information should be read in conjunction with the Banyan’s and Pinstripes’ unaudited and audited historical financial statements and related notes, the sections entitled “Proposal No. 1 — The Business Combination Proposal,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Banyan,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Pinstripes,” and other financial information included elsewhere in this joint proxy statement/consent solicitation statement/prospectus, including the Second A&R Business Combination Agreement.

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Pinstripes Holding, Inc.

Unaudited Pro Forma Condensed Combined Balance Sheet
As of July 23, 2023
(in thousands)

	Historical						Assuming No Redemptions							Assuming 50% Redemptions							Assuming Maximum Redemptions
	(Unaudited) Banyan as of September 30, 2023			(Unaudited) Pinstripes as of July 23, 2023			Pro Forma Transaction Accounting Adjustment			Note	Pro Forma Combined			Pro Forma Transaction Accounting Adjustment			Note	Pro Forma Combined			Pro Forma Transaction Accounting Adjustment			Note	Pro Forma Combined
ASSETS
Current Assets
Cash and cash equivalents		$	305		$	17,621		$	45,150	3(a)		$	63,076		$	45,150	3(a)		$	63,076		$	45,150	3(a)		$	63,076
Accounts receivable			—			920			—				920			—				920			—				920
Inventories			—			802			—				802			—				802			—				802
Other current assets			105			635			—				740			—				740			—				740
Total current assets			410			19,978			45,150				65,538			45,150				65,538			45,150				65,538
Funds held in Trust Account			42,424			—			(42,424)	3(b)			—			(42,424)	3(b)			—			(42,424)	3(b)			—
Property and equipment, net			—			65,999			—				65,999			—				65,999			—				65,999
Operating lease right-out-use asset			—			51,002			—				51,002			—				51,002			—				51,002
Other long-term assets			—			6,406			(2,759)	3(c)			3,647			(2,759)	3(c)			3,647			(2,759)	3(c)			3,647
Total assets		$	42,834		$	143,385		$	(33)			$	186,186		$	(33)			$	186,186		$	(33)			$	186,186
LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable		$	409		$	22,332		$	(4,016)	3(d)		$	18,725		$	(4,016)	3(d)		$	18,725		$	(4,016)	3(d)		$	18,725
Accrued expenses			3,551			—			(3,251)	3(e)			300			(3,251)	3(e)			300			(3,251)	3(e)			300
Amounts due to customer			—			7,008			—				7,008			—				7,008			—				7,008
Current portion of long-term debt			—			1,055			—				1,055			—				1,055			—				1,055
Accrued occupancy costs			—			6,483			—				6,483			—				6,483			—				6,483
Other current liabilities			133			10,732			(2,795)	3(f)			8,070			(2,795)	3(f)			8,070			(2,795)	3(f)			8,070
Excise tax liability			2,100			—			—				2,100			—				2,100			—				2,100
Promissory notes, related parties			506			—			(506)	3(g)			—			(506)	3(g)			—			(506)	3(g)			—
Operating lease liabilities, current			—			10,616			—				10,616			—				10,616			—				10,616
Total current liabilities			6,699			58,226			(10,568)				54,357			(10,568)				54,357			(10,568)				54,357
Long-term debt			—			36,437			7,500	3(h)			43,937			7,500	3(h)			43,937			7,500	3(h)			43,937
Long-term accrued occupancy costs			—			1,218			—				1,218			—				1,218			—				1,218
Operating lease liabilities, noncurrent			—			92,626			—				92,626			—				92,626			—				92,626
Other long-term liabilities			—			850			—				850			—				850			—				850
Warrant liability			4,353			—			—				4,353			—				4,353			—				4,353
Deferred underwriting fees			3,623			—			(3,623)	3(i)			—			(3,623)	3(i)			—			(3,623)	3(i)			—
Total liabilities			14,675			189,357			(6,691)				197,341			(6,691)				197,341			(6,691)				197,341
Mezzanine Equity
Pinstripes’ Redeemable Convertible Preferred Stock			—			73,488			(73,488)	3(j)			—			(73,488)	3(j)			—			(73,488)	3(j)			—
Banyan’s Redeemable Class A Common Stock			42,424			—			(42,424)	3(k)			—			(42,424)	3(k)			—			(42,424)	3(k)			—
Stockholders’ Deficit
Pinstripes Common Stock			—			62			(62)	3(l)			—			(62)	3(l)			—			(62)	3(l)			—
New Pinstripes Common Stock			—			—			5	3(m)			5			5	3(m)			5			6	3(m)			6
Banyan Class A Common Stock			—			—			(0)	3(n)			—			(0)	3(n)			—			(0)	3(n)			—
Banyan Class B Common Stock			1			—			(1)	3(o)			—			(1)	3(o)			—			(1)	3(o)			—
Additional paid-in capital			—			2,317			109,688	3(p)			112,005			109,688	3(p)			112,005			109,687	3(p)			112,004
Accumulated deficit			(14,266)			(121,839)			12,940	3(q)			(123,165)			12,940	3(q)			(123,165)			12,940	3(q)			(123,165)
Total stockholders’ deficit			(14,265)			(119,460)			122,570				(11,155)			122,570				(11,155)			122,570				(11,155)
Total liabilities, mezzanine equity, and stockholders’ deficit		$	42,834		$	143,385		$	(33)			$	186,186		$	(33)			$	186,186		$	(33)			$	186,186

The accompanying notes are an integral part of the unaudited pro forma condensed combined balance sheet.

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Pinstripes Holding, Inc

Unaudited Pro Forma Condensed Combined Statement of Operations
For the Fiscal Year Ended April 30, 2023
(in thousands, except for share and per share amounts)

	Historical						Assuming No Redemptions							Assuming 50% Redemptions							Assuming Maximum Redemptions
	(Unaudited) Banyan Twelve Months Ended June 30, 2023			Pinstripes Twelve Months Ended April 30, 2023			Pro Forma Transaction Accounting Adjustment			Note	Pro Forma Combined			Pro Forma Transaction Accounting Adjustment			Note	Pro Forma Combined			Pro Forma Transaction Accounting Adjustment			Note	Pro Forma Combined
Revenue
Food and beverage revenues		$	—		$	87,467		$	—			$	87,467		$	—			$	87,467		$	—			$	87,467
Recreation revenues			—			23,806			—				23,806			—				23,806			—				23,806
Total revenue			—			111,273			—				111,273			—				111,273			—				111,273
Operating Expenses
Cost of food and beverage			—			18,968			—				18,968			—				18,968			—				18,968
Store labor and benefits			—			40,415			—				40,415			—				40,415			—				40,415
Store occupancy costs, excluding depreciation			—			18,375			—				18,375			—				18,375			—				18,375
Other store operating expenses, excluding depreciation			—			18,655			—				18,655			—				18,655			—				18,655
Exchange listing fee			83			—			—				83			—				83			—				83
Legal fees			2,607			—			—				2,607			—				2,607			—				2,607
General and administrative expenses			1,472			13,205			144	4(a)			14,821			144	4(a)			14,821			144	4(a)			14,821
Depreciation expense			—			8,086			—				8,086			—				8,086			—				8,086
Impairment loss			—			2,363			—				2,363			—				2,363			—				2,363
Pre-opening expenses			—			4,935			—				4,935			—				4,935			—				4,935
Total operating expenses			4,162			125,002			144				129,308			144				129,308			144				129,308
Operating loss			(4,162)			(13,729)			(144)				(18,035)			(144)				(18,035)			(144)				(18,035)
Other Income (Expense)
Interest income			7,388			—			(7,388)	4(b)			—			(7,388)	4(b)			—			(7,388)	4(b)			—
Interest expense			—			(1,946)			(1,320)	4(c)			(3,266)			(1,320)	4(c)			(3,266)			(1,320)	4(c)			(3,266)
Other non-operating expenses			—			(13)			—				(13)			—				(13)			—				(13)
Gain on debt extinguishment			—			8,355			—				8,355			—				8,355			—				8,355
Unrealized loss on funds held in the Trust Account			(11)			—			11	4(d)			—			11	4(d)			—			11	4(d)			—
Change in fair value of warrant liability			(2,133)			—			—				(2,133)			—				(2,133)			—				(2,133)
Total other income (expense)			5,244			6,396			(8,697)				2,943			(8,697)				2,943			(8,697)				2,943
Income (loss) before income taxes			1,082			(7,333)			(8,841)				(15,092)			(8,841)				(15,092)			(8,841)				(15,092)
Income tax expense			1,475			192			—				1,667			—				1,667			—				1,667
Net loss		$	(393)		$	(7,525)		$	(8,841)			$	(16,759)		$	(8,841)			$	(16,759)		$	(8,841)			$	(16,759)
Weighted average shares outstanding – basic and diluted			27,507,247			6,210,254				6			43,451,126				6			43,572,963				6			43,694,800
Net loss per share – basic and diluted		$	(0.01)		$	(1.21)				6		$	(0.39)				6		$	(0.38)				6		$	(0.38)

The accompanying notes are an integral part of the unaudited pro forma condensed combined statement of operations.

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Pinstripes Holding, Inc

Unaudited Pro Forma Condensed Combined Statement of Operations
For the Twelve Weeks Ended July 23, 2023
(in thousands, except for share and per share amounts)

	Historical						Assuming No Redemptions							Assuming 50% Redemptions							Assuming Maximum Redemptions
	(Unaudited) Banyan Three Months Ended September 30, 2023			(Unaudited) Pinstripes Twelve Weeks Ended July 23, 2023			Pro Forma Transaction Accounting Adjustment			Note	Pro Forma Combined			Pro Forma Transaction Accounting Adjustment			Note	Pro Forma Combined			Pro Forma Transaction Accounting Adjustment			Note	Pro Forma Combined
Revenue
Food and beverage revenues		$	—		$	20,517		$	—			$	20,517		$				$	20,517		$				$	20,517
Recreation revenues			—			5,223			—				5,223							5,223							5,223
Total revenue			—			25,740			—				25,740			—				25,740			—				25,740
Operating Expenses
Cost of food and beverage			—			4,438			—				4,438			—				4,438			—				4,438
Store labor and benefits			—			9,297			—				9,297			—				9,297			—				9,297
Store occupancy costs, excluding depreciation			—			1,007			—				1,007			—				1,007			—				1,007
Other store operating expenses, excluding depreciation			—			4,422			—				4,422			—				4,422			—				4,422
Exchange listing fee			21			—			—				21			—				21			—				21
Legal fees			1,004			—			—				1,004			—				1,004			—				1,004
General and administrative expenses			471			3,528			—				3,999			—				3,999			—				3,999
Depreciation expense			—			1,644			—				1,644			—				1,644			—				1,644
Pre-opening expenses			—			2,277			—				2,277			—				2,277			—				2,277
Total operating expenses			1,496			26,613			—				28,109			—				28,109			—				28,109
Operating loss			(1,496)			(873)			—				(2,369)			—				(2,369)			—				(2,369)
Other Expense
Interest income			518			—			(518)	5(a)			—			(518)	5(a)			—			(518)	5(a)			—
Interest expense			—			(1,692)			(338)	5(b)			(2,030)			(338)	5(b)			(2,030)			(338)	5(b)			(2,030)
Change in fair value of warrant liability			923			(409)			409	5(c)			923			409	5(c)			923			409	5(c)			923
Unrealized income (loss) on funds held in the Trust Account			45			—			(45)	5(d)			—			(45)	5(d)			—			(45)	5(d)			—
Total other income (expense)			1,486			(2,101)			(492)				(1,107)			(492)				(1,107)			(492)				(1,107)
Loss before income taxes			(10)			(2,974)			(492)				(3,476)			(492)				(3,476)			(492)				(3,476)
Income tax expense			98			72			—				170							170							170
Net loss		$	(108)		$	(3,046)		$	(492)			$	(3,646)		$	(492)			$	(3,646)		$	(492)			$	(3,646)
Less: cumulative unpaid dividends and change in redemption amount of Pinstripes’ Series I Redeemable Convertible Preferred Stock			—			(1,557)			1,557	5(e)			—			1,557	5(e)			—			1,557	5(e)			—
Net loss available to common stockholders		$	(108)		$	(4,603)		$	1,065			$	(3,646)		$	1,065			$	(3,646)		$	1,065			$	(3,646)
Weighted average shares outstanding – basic and diluted			11,243,687			6,557,581				6			43,451,126				6			43,572,963				6			43,694,800
Net loss per share – basic and diluted		$	(0.01)			(0.70)				6		$	(0.08)				6		$	(0.08)				6		$	(0.08)

The accompanying notes are an integral part of the unaudited pro forma condensed combined statement of operations.

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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Note 1 — Basis of Presentation

The accompanying unaudited pro forma condensed combined financial statements and related notes were prepared pursuant with Article 11 of SEC Regulation S-X as amended by final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquire and Disposed Business.” The fiscal year end of Pinstripes is the 52/53-week period ending on the last Sunday in April, which is April 30, 2023 for fiscal year end 2023, while Banyan had a December 31, 2022 calendar year end. The calendar year end of Banyan has been adjusted to conform to the fiscal year end of Pinstripes, for purposes of presenting the unaudited pro forma condensed combined financial information, pursuant to Rule 11-02(c)(3) of Regulation S-X, given the most recent fiscal year ends differed by more than one fiscal quarter. Following the Closing of the Business Combination, New Pinstripes will have an effective April 28, 2024 fiscal year end. Accordingly, the accompanying unaudited pro forma condensed combined balance sheet as of July 23, 2023 combines the unaudited historical condensed consolidated balance sheet of Banyan as of September 30, 2023 with the unaudited historical consolidated balance sheet of Pinstripes as of July 23, 2023 after giving effect to the Business Combination as if it occurred on July 23, 2023. The unaudited pro forma condensed combined statement of operations for the fiscal year end April 30, 2023 was derived by adding the results of the unaudited historical condensed consolidated statement of operations of Banyan for the six months ended June 30, 2023 to the results of the audited historical statement of operations of Banyan for the calendar year ended December 31, 2022, removing the results of the unaudited historical condensed statement of operations of Banyan for the six months ended June 30, 2022, and combining the results of the audited historical consolidated statement of operations of Pinstripes for the fiscal year ended April 30, 2023 after giving effect to the Business Combination, as if the Business Combination had occurred on April 25, 2022. The unaudited pro forma condensed combined statement of operations for the twelve weeks ended July 23, 2023 combines the unaudited historical results of Banyan for the three months ended September 30, 2023 with the unaudited historical results of Pinstripes for the twelve weeks ended July 23, 2023, after giving effect to the Business Combination, as if the Business Combination had occurred on April 25, 2022.

Banyan’s and Pinstripes’ unaudited and audited financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and presented in U.S. dollars. Notwithstanding the legal form of the Business Combination pursuant to the Second A&R Business Combination Agreement, the Business Combination will be accounted for as a reverse recapitalization of Pinstripes. The Business Combination will be accounted for as a reverse recapitalization, as Pinstripes has been determined to be the accounting acquirer primarily based on the evaluation of the following facts and circumstances considering the assumed no redemptions scenario, assumed 50% redemptions scenario, and assumed maximum redemptions scenario:

•

Existing Pinstripes Stockholders will comprise a relative majority of the voting power of New Pinstripes;

•

Pinstripes’ operations prior to the Closing of the Business Combination will comprise the only ongoing operations subsequent to the Closing;

•

The substantial majority of the New Pinstripes Board will be appointed by Pinstripes; and

•

All of New Pinstripes’ senior management will be comprised of Pinstripes’ senior management.

Accordingly, the Business Combination are expected to be reflected as the equivalent of Pinstripes issuing stock for the net assets of Banyan, accompanied by a reverse recapitalization. Under this method of accounting, Banyan, who is the legal acquirer, is treated as the “acquired” company for financial reporting purposes. The net assets of Banyan are stated at fair value, which is expected to approximate historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Closing of the Business Combination are those of Pinstripes.

In connection with Closing, holders of Banyan’s Redeemable Class A Common Stock exercising redemption rights will receive their per share redemption price from the funds held in the Trust Account. Each Banyan Public Stockholder that is a holder of shares of Banyan’s Redeemable Class A Common Stock may elect to redeem all or a portion of the Banyan’s Redeemable Class A Common Stock at a per share

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price, payable in cash, equal to a pro rata share of the aggregate amount of the funds held in the Trust Account, calculated as of two business days prior to the Closing, including any interest earned on the funds held in the Trust Account (net of any taxes payable).

Upon the Closing of the Business Combination, management will perform a comprehensive review of Banyan’s and Pinstripes’ accounting policies. As a result of the review, management may identify differences between the accounting policies of the two entities which, when conformed, could have a material impact on the financial statements of New Pinstripes. Based on its initial analysis, management believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination, based on information available to management at this time, and that the pro forma transaction accounting adjustments give effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

Note 2 — Description of Business Combination

On June 22, 2023, Banyan entered into the Business Combination Agreement with Pinstripes and Merger Sub, under which Merger Sub will merge into Pinstripes, with Pinstripes being the surviving corporation as a wholly owned subsidiary of Banyan. In connection with the Business Combination, Banyan will change its name to Pinstripes Holdings, Inc., referred to herein as “New Pinstripes.”

On September 26, 2023, Banyan, Merger Sub, and Pinstripes entered into the A&R Business Combination Agreement, pursuant to which Pinstripes Stockholders (as of immediately prior to the Closing of the Business Combination, excluding holders of common stock issued in connection with the conversion of the Series I Convertible Preferred Stock of Pinstripes) would receive an aggregate of 5,000,000 shares of New Pinstripes Class B Common Stock subject to certain vesting conditions. The Earnout Shares represents an equity-linked contract that is classified in equity.

In connection with the Closing, Banyan will be required to make redemption payments to Banyan Public Stockholders to holders of Banyan’s Redeemable Class A Common Stock from the funds held in the Trust Account. At Closing, all outstanding shares of Pinstripes Common Stock immediately prior to the Closing will be cancelled and exchanged for the right to receive a portion of the aggregate consideration for the reverse recapitalization. Under the assumed no redemptions scenario, the assumed 50% redemptions scenario, and the assumed maximum redemptions scenarios, Pinstripes Stockholders will receive consideration based on an equity value of $336.2 million payable in shares of New Pinstripes Class A Common Stock at the Closing of the Business Combination. Pinstripes Stockholders immediately prior to the Effective Time (excluding holders of Pinstripes’ Series I Redeemable Convertible Preferred Stock) will receive an aggregate of 32,141,270 shares based on an assumed stock price of $10.00 per share, including the dilutive effective of vested New Pinstripes options.

The following table summarizes the unaudited pro forma combined share ownership in New Pinstripes Class A Common Stock outstanding immediately after the Closing of the Business Combination, excluding the potential dilutive effect of outstanding vested and unvested New Pinstripes options:

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	Unaudited Pro Forma Combined Share Ownership in New Pinstripes(1)
	Assuming No Redemptions(2)				Assuming 50% Redemptions(2)				Assuming Maximum Redemptions(2)
	Number of Shares		Percentage Ownership		Number of Shares		Number of Shares		Number of Shares		Percentage Ownership
Pinstripes Stockholders(3)		32,141,270		74.0%		32,141,270		73.8%		32,141,270		73.6%
Banyan Public Stockholders(4)		5,017,437		11.5%		3,018,093		6.9%		1,018,750		2.3%
Series I Investors(5)		2,715,150		6.3%		2,715,150		6.2%		2,715,150		6.2%
Sponsor Holders(6)		2,396,250		5.5%		2,396,250		5.5%		2,396,250		5.5%
PIPE Investors(7)		1,131,019		2.6%		3,252,200		7.5%		5,373,380		12.3%
Other(8)		50,000		0.1%		50,000		0.1%		50,000		0.1%
Total shares at Closing		43,451,126		100.0%		43,572,963		100.0%		43,694,800		100.0%

(1)

(2)

(3)

(4)

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Class A Common Stock, (iii) the assumed maximum redemptions scenario that assumes Banyan Public Stockholders exercise their redemption rights for all of the outstanding 3,998,687 shares of Banyan’s Redeemable Class A Common Stock, and (iv) the transfer of 1,018,750 shares from the Sponsor Holders to Banyan Public Stockholders pursuant to certain non-redemption agreements entered into by the Sponsor Holders.

(5)

(6)

The number of shares held by the Sponsor Holders is determined by (i) giving effect to the conversion of the 2,000,000 shares and 5,245,000 shares issued and outstanding Banyan Class A Common Stock and Banyan Class B Common Stock, respectively, held by the Sponsor Holders to 7,245,000 shares of New Pinstripes Common Stock upon the Closing of the Business Combination, (ii) reducing the number of New Pinstripes shares held to give effect to the transfer of 1,018,750 shares held by the Sponsor Holders to Banyan Public Stockholders, (iii) reducing the number of shares held by the Sponsor Holders for the transfer of 505,944 shares from the Sponsor Holders to the Series I Investors, and (iv) reducing the number of shares to give effect to the 3,324,056 shares held by the Sponsor Holders subject to certain vesting conditions pursuant to the Sponsor Letter Agreement. Such vesting shares include up to 1,494,056 shares that may be transferred by the Sponsor to investors in the Series I Financing or PIPE Financing, of which up to 1,244,056 shares will be forfeited and issued to the Pinstripes Stockholders if such shares are not transferred by the Sponsor to investors in the Series I Financing or PIPE Financing.

(7)

(8)

Note 3 — Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet

Refer to the items below for a reconciliation of the pro forma adjustments reflected in the unaudited pro forma condensed combined balance sheet as of July 23, 2023:

3(a)

Cash and cash equivalents — Reflects the impact of the Business Combination on the cash and cash equivalents balance of New Pinstripes. The table below summarizes the pro forma adjustments as follows:

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Description	Note	Assuming No Redemptions			Assuming 50% Redemptions			Assuming Maximum Redemptions
(Amounts in thousands)
Reclassification of funds held in the Trust Account	3(a)(i)		$	42,424		$	21,212		$	—
Payment of deferred underwriting fee payable	3(a)(ii)			(3,623)			(3,623)			(3,623)
Assumed proceeds from PIPE Financing	3(a)(iii)			11,310			32,522			53,734
Payment of transaction costs	3(a)(iv)			(16,442)			(16,442)			(16,442)
Settlement of Banyan’s outstanding unsecured promissory notes	3(a)(v)			(506)			(506)			(506)
Proceeds from the issuance of Pinstripes’ Series I Redeemable Convertible Preferred Stock	3(a)(vi)			1,378			1,378			1,378
Proceeds from Pinstripes’ debt financing arrangements	3(a)(vii)			12,500			12,500			12,500
Payment of interest on Pinstripes’ debt financing arrangements	3(a)(viii)			(466)			(466)			(466)
Payment of Pinstripes’ Series I Redeemable Convertible Preferred Stock issuance costs	3(a)(ix)			(1,425)			(1,425)			(1,425)
Pro Forma Adjustment – Cash and cash equivalents			$	45,150		$	45,150		$	45,150

3(a)(i)

Represents the release of $42.4 million of funds held in the Trust Account upon the Closing of the Business Combination under the assumed no redemptions scenario, the release of $21.2 million of funds held in the Trust Account upon the Closing of the Business Combination under the assumed 50% redemptions scenario, and no release of funds held in the Trust Account upon the Closing of the Business Combination under the assumed maximum redemptions scenario, that will be made available for the ongoing operations of New Pinstripes as cash and cash equivalents. Refer to Note 3(b)(ii), Funds held in the Trust Account, for the corresponding pro forma adjusting entries for the decrease of funds held in the Trust Account.

3(a)(ii)

Reflects the payment of $3.6 million of deferred underwriting fees to be settled at the Closing of the Business Combination. The unaudited pro forma condensed combined balance sheet as of July 23, 2023 presents the payment of the deferred underwriting fees as a reduction to the cash and cash equivalents balance, with a corresponding decrease to the accrued deferred underwriting fees. See Note 3(i), Deferred underwriting fees, for the corresponding pro forma adjusting entries.

3(a)(iii)

Assumes that the PIPE Financing raises proceeds in an amount sufficient to satisfy the Minimum Cash Amount requirement through the issuance of 1,131,019 shares of New Pinstripes Class A Common Stock under the assumed no redemptions scenario, the issuance of 3,252,200 shares of New Pinstripes Class A Common Stock under the assumed 50% redemptions scenario, and the issuance of 5,373,380 shares of New Pinstripes Class A Common Stock under the assumed maximum redemptions scenario, in exchange for aggregate proceeds of $11.3 million under the assumed no redemptions scenario, $32.5 million under the assumed 50% redemptions scenario, and $53.7 million under the assumed maximum redemptions scenarios (calculated based on an assumed $10.00 per share purchase price), respectively. Refer to Note 3(m)(ii), New Pinstripes Common Stock, and Note 3(p)(vii), Additional paid-in capital, for the corresponding pro forma adjusting entries.

3(a)(iv)

Reflects the payment of $16.4 million of nonrecurring transaction costs incurred, or estimated transaction costs remaining to be incurred, expected to be settled prior to, or upon, the Closing of the Business Combination. The $16.4 million payment represents the approximate combined amount of transaction costs of Banyan and Pinstripes related to the financial advisory, legal, and other professional services, in connection with the Business Combination of the $16.4 million estimated transaction costs, approximately $10.9 million are incurred or are expected to be incurred by Banyan. $0.4 million of Banyan’s total

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$10.9 million transaction costs were included on Banyan’s historical balance sheet as of September 30, 2023 as a component of Banyan’s accounts payable balance (see corresponding pro forma adjustment entries at Note 3(d)(i), Accounts payable). $3.3 million of Banyan’s total $10.9 million transaction were accrued on the historical balance sheet of Banyan as of September 30, 2023 as a component of Banyan’s accrued expense balance (refer to Note 3(e), Accrued expenses, for the corresponding pro forma adjusting entries reflecting Banyan’s payment of the accrued transaction cost balance). The approximate remaining amount of $7.2 million consists of transaction costs that are expected to be incurred and paid by Banyan prior to the Closing of the Business Combination (see Note 3(q)(v), Accumulated deficit, for the corresponding $7.2 million reduction to Banyan’s accumulated deficit balance). These amounts exclude the $3.6 million of Banyan’s transaction costs relating to the deferred underwriting fees described in Note 3(a)(ii), Cash and cash equivalents, and Note 3(i), Deferred underwriting fees.

Approximately $5.5 million of the total $16.4 million estimated transaction costs are incurred or are expected to be incurred by Pinstripes. $2.2 million of Pinstripes’ total $5.5 million transaction costs were included on Pinstripes’ historical consolidated balance sheet as of July 23, 2023 as a component of Pinstripes’ accounts payable balance (see corresponding pro forma adjustment entries at Note 3(d)(ii), Accounts payable). $0.5 million of Pinstripes’ total $5.5 million transaction costs were accrued on the historical consolidated balance sheet of Pinstripes as of July 23, 2023 as a component of Pinstripes’ accrued expense balance (refer to Note 3(f)(iii), Other current liabilities, for the corresponding pro forma adjusting entries reflecting Pinstripes’ payment of the accrued transaction cost balance). The approximate remaining amount of $2.8 million consists of transaction costs expected to be incurred and paid by Pinstripes prior to the Closing of the Business Combination. Refer to Note 3(p)(x), Additional paid-in capital, for the corresponding reduction to Pinstripes’ additional paid-in capital balance for the recognition of Pinstripes’ transaction costs.

3(a)(v)

Reflects the settlement of $0.5 million of Banyan’s unsecured promissory notes due and payable at the Closing of the Business Combination. Refer to Note 3(g), Promissory notes, related parties, for the corresponding pro forma adjusting entries.

3(a)(vi)

Represents the aggregate proceeds of $1.4 million received from the issuance of 55,200 shares of Pinstripes’ Series I Redeemable Convertible Preferred Stock subsequent to July 23, 2023. Refer to Note 3(j)(i), Pinstripes’ Redeemable Convertible Preferred Stock for the corresponding pro forma adjusting entries.

3(a)(vii)

Represents the $12.5 million in proceeds received by Pinstripes as a result of entering into debt financing arrangements subsequent to July 23, 2023. See to Note 3(h)(ii), Long-term debt, for the corresponding pro forma adjusting entries.

3(a)(viii)

Reflects the payment of $0.5 million of interest on Pinstripes’ debt financing arrangements entered into subsequent to July 23, 2023 for the interest accreted and payable during the period from July 24, 2023 to the expected Closing Date. See Note 3(q)(vii), Accumulated deficit, for the corresponding pro forma adjusting entries.

3(a)(ix)

Reflects the payment of $1.4 million of fees incurred to issuance Pinstripes’ Series I Redeemable Convertible Preferred Stock expected to be settled prior to, or upon, the Closing of the Business Combination. See Note 3(d)(iii), Accounts payable, for the corresponding pro forma adjusting entries.

3(b)

Funds held in the Trust Account — Represents the reclassification of the funds held in the Trust Account that becomes available at the Closing of the Business Combination (after giving effect to the assumed no redemptions scenario, the assumed 50% redemptions scenario, and the assumed maximum redemptions scenario) and the impact of the redemption of Banyan’s Redeemable Class A Common Stock under the assumed no redemptions scenario, the assumed 50% redemptions scenario, and the assumed maximum redemptions scenario.

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Description	Note	Assuming No Redemptions			Assuming 50% Redemptions			Assuming Maximum Redemptions
(Amounts in thousands)
Redemption of Banyan’s Redeemable Class A Common Stock	3(b)(i)		$	—		$	(21,212)		$	(42,424)
Reclassification of funds held in the Trust Account	3(b)(ii)			(42,424)			(21,212)			—
Pro Forma Adjustment – Funds held in the Trust Account			$	(42,424)		$	(42,424)		$	(42,424)

3(b)(i)

Reflects the impact of the assumed no redemptions scenario, the assumed 50% redemptions scenario, the assumed maximum redemptions scenario, whereby no shares of Banyan’s Redeemable Class A Common Stock, 1,999,344 shares of Banyan’s Redeemable Class A Common Stock, and 3,998,687 shares of Banyan’s Redeemable Class A Common Stock, are redeemed for no ($ — ) amounts, an aggregate payment of $21.2 million, and an aggregated payment of $42.4 million, respectively, calculated using an assumed redemption price of approximately $10.61 per share (based on the aggregate amount of the funds held in the Trust Account of approximately $42.4 million as of September 30, 2023). See Note 3(k)(i), Banyan’s Redeemable Class A Common Stock, for the corresponding pro forma adjusting entries.

3(b)(ii)

Represents the release of $42.4 million of funds held in the Trust Account upon the Closing of the Business Combination under the assumed no redemptions scenario, the release of $21.2 million of funds held in the Trust Account upon the Closing of the Business Combination under the assumed 50% redemptions scenario, and the release of no ($ — ) amounts upon the Closing of the Business Combination under the assumed maximum redemptions scenario, that will be made available for the ongoing operations of New Pinstripes as cash and cash equivalents. Refer to Note 3(a)(i), Cash and cash equivalents, for the corresponding pro forma adjusting entries.

3(c)

Other long-term assets — Reflects the recognition of $2.8 million of Pinstripes’ capitalized transaction costs recorded as a component of other long-term assets to additional paid-in capital at the Closing of the Business Combination. Approximately $2.2 million of the total $2.8 million relate to the transaction costs included on Pinstripes’ historical consolidated balance sheet as of July 23, 2023 as a component of accounts payable (as described at Note 3(a)(iv), Cash and cash equivalents and Note 3(d)(ii), Accounts payable). Approximately $0.5 million of the total $2.8 million represent the transaction costs accrued on the historical consolidated balance sheet of Pinstripes as of July 23, 2023 (as described at Note 3(a)(iv), Cash and cash equivalents, and at Note 3(f)(iii), Other current liabilities). The approximate remaining amount of $0.1 million relates to transaction costs incurred and paid by Pinstripes prior to July 24, 2023. See Note 3(p)(xii), Additional paid-in capital, for the corresponding pro forma adjusting entries.

3(d)

Accounts payable — Reflects the impact of the Business Combination on New Pinstripes’ accounts payable balance. The table below summarizes the pro forma adjustments as follows:

Description	Note	Assuming No Redemptions			Assuming 50% Redemptions			Assuming Maximum Redemptions
(Amounts in thousands)
Payment of Banyan’s transaction costs	3(d)(i)		$	(365)		$	(365)		$	(365)
Payment of Pinstripes’ transaction costs	3(d)(ii)			(2,226)			(2,226)			(2,226)
Payment of Pinstripes’ Series I Redeemable Convertible Preferred Stock issuance costs	3(d)(iii)			(1,425)			(1,425)			(1,425)
Pro Forma Adjustment – Accounts payable			$	(4,016)		$	(4,016)		$	(4,016)

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3(d)(i)

Reflects the payment of $0.4 million of nonrecurring transaction costs incurred by Banyan for legal services expected to be settled prior to, or upon, the Closing of the Business Combination. See Note 3(a)(iv), Cash and cash equivalents, for the corresponding pro forma adjusting entries.

3(d)(ii)

Reflects the payment of $2.2 million of nonrecurring transaction costs incurred by Pinstripes for financial advisory, legal, and other professional services expected to be settled prior to, or upon, the Closing of the Business Combination. See Note 3(a)(iv), Cash and cash equivalents, for the corresponding pro forma adjusting entries.

3(d)(iii)

Reflects the payment of $1.4 million of fees incurred to issuance Pinstripes’ Series I Redeemable Convertible Preferred Stock expected to be settled prior to, or upon, the Closing of the Business Combination. See Note 3(a)(ix), Cash and cash equivalents, for the corresponding pro forma adjusting entries.

3(e)

Accrued expenses — Represents the payment of $3.3 million in settlement of Banyan’s accrued nonrecurring transaction costs for financial advisory, legal, and other professional services incurred in connection with the Business Combination expected to be settled prior to, or upon, the Closing of the Business Combination. Refer to Note 3(a)(iv), Cash and cash equivalents, for the corresponding pro forma adjusting entries.

3(f)

Other current liabilities — Represents the pro forma impact of the Business Combination on New Pinstripes’ other current liabilities balance. The table summarizes the pro forma adjustments as follows:

Description	Note	Assuming No Redemptions			Assuming 50% Redemptions			Assuming Maximum Redemptions
(Amounts in thousands)
Accretion of interest on Pinstripes Convertible Notes	3(f)(i)		$	22		$	22		$	22
Conversion of Pinstripes’ liability-classified warrants	3(f)(ii)			(2,334)			(2,334)			(2,334)
Payment of Pinstripes’ transaction costs	3(f)(iii)			(483)			(483)			(483)
Pro Forma Adjustment – Other current liabilities			$	(2,795)		$	(2,795)		$	(2,795)

3(f)(i)

Reflects the accretion of interest payable on Pinstripes Convertible Notes for the period from July 24, 2023 to the expected Closing Date. See Note 3(q)(iii), Accumulated deficit, for the corresponding pro forma adjusting entries.

3(f)(ii)

Reflects the $2.3 million conversion of Pinstripes’ liability-classified warrants to 111,619 shares of Pinstripes Common Stock immediately prior to the Closing of the Business Combination in settlement of Pinstripes’ liability-classified warrants. See corresponding adjusting pro forma entries at Note 3(l)(ii), Pinstripes Common Stock, and Note 3(p)(ii), Additional paid-in capital.

3(f)(iii)

Reflects the payment of $0.5 million of nonrecurring transaction costs incurred by Pinstripes for financial advisory, legal, and other professional services expected to be settled prior to, or upon, the Closing of the Business Combination. See Note 3(a)(ii), Cash and cash equivalents, for the corresponding pro forma adjusting entries.

3(g)

Promissory notes, related parties — Represents the settlement of $0.5 million of Banyan’s outstanding unsecured promissory notes due and payable at the Closing of the Business Combination. Refer to Note 3(a)(v), Cash and cash equivalents, for the corresponding pro forma adjusting entries.

3(h)

Long-term debt — Reflects the pro forma adjustments to New Pinstripes’ long-term debt balance in connection with the Business Combination and Pinstripes’ debt financing arrangements entered into subsequent to July 23, 2023.

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Description	Note	Assuming No Redemptions			Assuming 50% Redemptions			Assuming Maximum Redemptions
(Amounts in thousands)
Conversion of Pinstripes Convertible Notes	3(h)(i)		$	(5,000)		$	(5,000)		$	(5,000)
Proceeds from Pinstripes’ debt financing arrangements	3(h)(ii)			12,500			12,500			12,500
Pro Forma Adjustment – Long-term debt			$	7,500		$	7,500		$	7,500

3(h)(i)

Represents the conversion of $5.0 million of Pinstripes Convertible Notes into 500,000 shares of Pinstripes Common Stock immediately prior to the Closing of the Business Combination in settlement of Pinstripes’ outstanding Convertible Notes. Refer to Note 3(l)(iii), Pinstripes Common Stock, and Note 3(p)(iii), Additional paid-in capital, for the corresponding pro forma adjusting entries.

3(h)(ii)

Represents the $12.5 million in proceeds received by Pinstripes as a result of entering into debt financing arrangements subsequent to July 23, 2023. See Note 3(a)(vii), Cash and cash equivalents, for the corresponding pro forma adjusting entries.

3(i)

Deferred underwriting fee payable — Reflects the settlement of Banyan’s $3.6 million deferred underwriting fees payable at the Closing of the Business Combination from the funds held in the Trust Account. Refer to Note 3(a)(ii), Cash and cash equivalents, for the corresponding adjusting pro forma entries.

3(j)

Pinstripes’ Redeemable Convertible Preferred Stock — Represents the pro forma impact of 11,087,628 shares of Pinstripes’ Redeemable Convertible Preferred Stock being cancelled and converted into 11,087,628 shares of Pinstripes Common Stock (including the 850,648 shares of Pinstripes’ Series I Redeemable Convertible Preferred Stock and the 33,035 shares of cumulative unpaid dividends accrued thereon being cancelled and converted into 883,683 shares of Pinstripes Common Stock) immediately prior to the Closing of the Business Combination.

Description	Note	Assuming No Redemptions			Assuming 50% Redemptions			Assuming Maximum Redemptions
(Amounts in thousands)
Proceeds from the issuance of Pinstripes’ Series I Redeemable Convertible Preferred Stock	3(j)(i)		$	1,378		$	1,378		$	1,378
Change in the fair value of Pinstripes’ Series I Redeemable Convertible Stock’s redemption value	3(j)(ii)			2			2			2
Accretion of cumulative dividends on Pinstripes’ Series I Redeemable Convertible Preferred Stock	3(j)(iii)			692			692			692
Conversion of Pinstripes’ Redeemable Convertible Preferred Stock	3(j)(iv)			(75,560)			(75,560)			(75,560)
Pro Forma Adjustment – Pinstripes’ Redeemable Convertible Preferred Stock			$	(73,488)		$	(73,488)		$	(73,488)

3(j)(i)

Represents the issuance of 55,200 shares of Pinstripes’ Series I Redeemable Convertible Preferred Stock subsequent to July 23, 2023 resulting in an aggregate par value amount of $552. See corresponding pro forma adjusting entries at Note 3(a)(vi), Cash and cash equivalents.

3(j)(ii)

Reflects the accretion to redemption value of Pinstripes’ Series I Redeemable Convertible Preferred Stock subsequent to July 23, 2023. See corresponding pro forma adjusting entries at Note 3(q)(ii), Accumulated deficit.

3(j)(iii)

Reflects the accretion of cumulative dividends on Pinstripes’ Series I Redeemable Convertible Preferred Stock from the period from July 24, 2023 to the expected Closing Date, payable in 27,689 shares of Pinstripes Common Stock. See corresponding pro forma adjusting entries at Note 3(q)(iv), Accumulated deficit.

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3(j)(iv)

Represents the conversion of 11,087,628 shares of Pinstripes’ Redeemable Convertible Preferred Stock (including the 850,648 shares of Pinstripes’ Series I Redeemable Convertible Preferred Stock, the 5,346 shares of cumulative unpaid dividends accrued thereon as of July 23, 2023, and the impact of the accretion of 27,689 shares of cumulative dividends on Pinstripes’ Series I Redeemable Convertible Preferred Stock during the period from July 24, 2023 to the expected Closing Date as described in above Note 3(j)(iii), Pinstripes’ Redeemable Convertible Preferred Stock, and Note 3(q)(iv), Accumulated deficit) into 11,087,628 shares of Pinstripes Common Stock, immediately prior to the Closing of the Business Combination. Refer to Note 3(l)(iv), Pinstripes Common Stock, and Note 3(p)(iv), Additional paid-in capital, for the corresponding adjusting pro forma entries.

3(k)

Banyan’s Redeemable Class A Common Stock — Represents the redemption of the Banyan’s Redeemable Class A Common Stock under the assumed no redemptions scenario, the assumed 50% redemptions scenario, and the assumed maximum redemptions scenario and the reclassification of Banyan’s Redeemable Class A Common Stock from temporary equity (mezzanine) to permanent equity of New Pinstripes under the assumed no redemptions scenario, assumed 50% redemptions scenario, and assumed maximum redemptions scenario at the Closing of the Business Combination.

Description	Note	Assuming No Redemptions			Assuming 50% Redemptions			Assuming Maximum Redemptions
(Amounts in thousands)
Redemption of Banyan’s Redeemable Class A Common Stock	3(k)(i)		$	—		$	(21,212)		$	(42,424)
Reclassification of Banyan’s Redeemable Class A Common Stock	3(k)(ii)			(42,424)			(21,212)			—
Pro Forma Adjustment – Banyan’s Redeemable Class A Common Stock			$	(42,424)		$	(42,424)		$	(42,424)

3(k)(i)

Reflects the impact of the no redemptions scenario, the assumed 50% redemptions scenario, the assumed maximum redemptions scenario, whereby no shares of Banyan’s Redeemable Class A Common Stock, 1,999,344 shares of Banyan’s Redeemable Class A Common Stock, and 3,998,687 shares of Banyan’s Redeemable Class A Common Stock, are redeemed for no ($ — ) amounts, an aggregate payment of $21.2 million, and an aggregated payment of $42.4 million, respectively, calculated using an assumed redemption price of approximately $10.61 per share (based on the aggregate amount of the funds held in the Trust Account of approximately $42.4 million as of September 30, 2023). See Note 3(b)(i), Funds held in the Trust Account, for the corresponding pro forma adjusting entries.

3(k)(ii)

Represents the reclassification of $42.4 million of Banyan’s Redeemable Class A Common Stock from temporary equity (mezzanine) to permanent equity under the assumed no redemptions scenario, the reclassification of $21.2 million of Banyan’s Redeemable Class A Common Stock from temporary equity (mezzanine) to permanent equity under the assumed 50% redemptions scenario, and the reclassification of no ($ — ) amounts of Banyan’s Redeemable Class A Common Stock from temporary equity (mezzanine) to permanent equity under the assumed no redemptions scenario at the Closing Date of the Business Combination. Refer to Note 3(m)(i), New Pinstripes Common Stock, and Note 3(p)(vi), Additional paid-in capital, for the corresponding pro forma adjusting entries.

3(l)

Pinstripes Common Stock — Represents the pro forma impact of 18,196,397 shares of Pinstripes Common Stock being canceled and exchanged into 34,350,476 shares of New Pinstripes Class A Common Stock (including the 883,683 shares of Pinstripes Common Stock for the cancellation and conversion of Pinstripes’ Series I Redeemable Convertible Stock and the cumulative unpaid dividends accrued thereon being cancelled and exchanged into 2,209,206 shares of New Pinstripes Class A Common Stock) as consideration for the reverse

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recapitalization, after taking into effect the conversion of Pinstripes’ instruments that will convert to shares of Pinstripes Common Stock immediately prior to the Closing of the Business Combination.

Description	Note	Assuming No Redemptions			Assuming 50% Redemptions			Assuming Maximum Redemptions
(Amounts in thousands)
Conversion of Pinstripes’ equity-classified warrants	3(l)(i)		$	3		$	3		$	3
Conversion of Pinstripes’ liability-classified warrants	3(l)(ii)			1			1			1
Conversion of Pinstripes Convertible Notes	3(l)(iii)			5			5			5
Conversion of Pinstripes’ Redeemable Convertible Preferred Stock	3(l)(iv)			111			111			111
Conversion of Pinstripes Common Stock	3(l)(v)			(182)			(182)			(182)
Pro Forma Adjustment – Pinstripes Common Stock			$	(62)		$	(62)		$	(62)

3(l)(i)

Represents the conversion of Pinstripes’ equity-classified warrants into 318,188 shares of Pinstripes Common Stock immediately prior to the Closing of the Business Combination. Refer to Note 3(p)(i), Additional paid-in capital, for the corresponding pro forma adjusting entries.

3(l)(ii)

Reflects the conversion of Pinstripes’ liability-classified warrants into 111,619 shares of Pinstripes Common Stock immediately prior to the Closing of the Business Combination. See Note 3(f)(ii), Other current liabilities, and Note 3(p)(ii), Additional paid-in capital, for the corresponding pro forma adjusting entries.

3(l)(iii)

Represents the conversion of Pinstripes Convertible Notes into 500,000 shares of Pinstripes Common Stock immediately prior to the Closing of the Business Combination. See Note 3(h)(i), Long-term debt, and Note 3(p)(iii), Additional paid-in capital, for the corresponding pro forma adjusting entries.

3(l)(iv)

Reflects the conversion of Pinstripes’ Redeemable Convertible Preferred Stock (including 850,648 shares of Pinstripes’ Series I Redeemable Convertible Preferred Stock and the 33,035 shares of cumulative unpaid dividends accrued thereon) into 11,087,628 shares of Pinstripes Common Stock immediately prior to the Closing of the Business Combination. Refer to Note 3(j)(iv), Pinstripes’ Redeemable Convertible Preferred Stock, and Note 3(p)(iv), Additional paid-in capital, for the corresponding pro forma adjusting entries.

3(l)(v)

Represents the conversion of 18,196,397 shares of Pinstripes Common Stock (after giving effect to the conversions described in above Note 3(l)(i), Pinstripes Common Stock, through Note 3(l)(iv), Pinstripes Common Stock) to 34,350,476 shares of New Pinstripes Class A Common Stock at the Closing of the Business Combination. Refer to Note 3(m)(iii), New Pinstripes Common Stock, and Note 3(p)(v), Additional paid-in capital, for the corresponding pro forma adjusting entries.

3(m)

New Pinstripes Common Stock — Represents the impact of the Business Combination on New Pinstripes Common Stock balance. The table below summarizes the pro forma adjustments as follows:

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Description	Note	Assuming No Redemptions			Assuming 50% Redemptions			Assuming Maximum Redemptions
(Amounts in thousands)
Reclassification of Banyan’s Redeemable Class A Common Stock	3(m)(i)		$	0		$	0		$	—
Assumed issuance of PIPE Financing	3(m)(ii)			0			0			1
Conversion of Pinstripes Common Stock	3(m)(iii)			4			4			4
Conversion of Banyan Class A Common Stock	3(m)(iv)			0			0			0
Conversion of Banyan Class B Common Stock	3(m)(v)			1			1			1
Issuance of New Pinstripes Common Stock for payment of Pinstripes’ estimated future transaction costs	3(m)(vi)			0			0			0
Pro Forma Adjustment – New Pinstripes Common Stock			$	5		$	5		$	6

3(m)(i)

Represents the reclassification of Banyan’s Redeemable Class A Common Stock from temporary equity (mezzanine) to permanent equity of New Pinstripes under the assumed no redemptions scenario, assumed 50% redemptions scenario, and assumed maximum redemptions scenario at the Closing of the Business Combination. Refer to Note 3(k)(ii), Banyan’s Redeemable Class A Common Stock, and Note 3(p)(vi), Additional paid-in capital, for the corresponding pro forma adjusting entries.

3(m)(ii)

Assumes that the PIPE Financing raises proceeds in an amount sufficient to satisfy the Minimum Cash Amount requirement through the issuance of 1,131,019 shares of New Pinstripes Class A Common Stock under the assumed no redemptions scenario, the issuance of 3,252,200 shares of New Pinstripes Class A Common Stock under the assumed 50% redemptions scenario, and the issuance of 5,373,380 shares of New Pinstripes Class A Common Stock under the assumed maximum redemptions scenario, in exchange for aggregate proceeds of $11.3 million under the assumed no redemptions scenario, $32.5 million under the assumed 50% redemptions scenario, and $53.7 million under the assumed maximum redemptions scenarios (calculated based on an assumed $10.00 per share purchase price), respectively. Refer to Note 3(a)(iii), Cash and cash equivalents, and Note 3(p)(vii), Additional paid-in capital, for the corresponding pro forma adjusting entries.

3(m)(iii)

Represents the conversion of 18,196,397 shares of Pinstripes Common Stock (after giving effect to the conversions described in above Note 3(l)(i), Pinstripes Common Stock, through Note 3(l)(iv), Pinstripes Common Stock) to 34,350,476 shares of New Pinstripes Class A Common Stock as consideration for the reverse recapitalization at the Closing of the Business Combination. Each share has a par value of $0.0001. Refer to Note 3(l)(v), Pinstripes Common Stock, and Note 3(p)(v), Additional paid-in capital, for the corresponding pro forma adjusting entries.

3(m)(iv)

Reflects the conversion of 2,000,000 shares of Banyan Class A Common Stock into an equal number of shares of New Pinstripes Common Stock (at a par value of $0.0001 per share) at the Closing of the Business Combination, resulting in an aggregate par value amount of $200. Refer to Note 3(n), Banyan Class A Common Stock, for the corresponding pro forma adjusting entries.

3(m)(v)

Represents the conversion of 5,245,000 shares of Banyan Class B Common Stock into an equal number of shares of New Pinstripes Common Stock (at a par value of $0.0001 per share) at the Closing of the Business Combination, resulting in an aggregate par value amount of $525. Refer to Note 3(o), Banyan Class B Common Stock, for the corresponding pro forma adjusting entries.

3(m)(vi)

Reflects the issuance of 50,000 shares of New Pinstripes Class A Common Stock in exchange for the payment of $0.5 million of Pinstripes’ transaction costs incurred for financial

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advisory, legal, and other professional services upon the Closing of the Business Combination. See Note 3(p)(xi), Additional paid-in capital, for the corresponding pro forma adjusting entries.

3(n)

Banyan Class A Common Stock — Represents the conversion of 2,000,000 shares of Banyan Class A Common Stock to an equal number of shares of New Pinstripes Common Stock at a par value of $0.0001 per share in connection with the Closing of the Business Combination. Refer to Note 3(m)(iv), New Pinstripes Common Stock, for corresponding pro forma adjusting entries.

3(o)

Banyan Class B Common Stock — Represents the conversion of 5,245,000 shares of Banyan Class B Common Stock to an equal number of shares of New Pinstripes Common Stock at a par value of $0.0001 per share in connection with the Closing of the Business Combination resulting in an aggregate pro forma adjustment of $0.1 million. See Note 3(m)(v), New Pinstripes Common Stock, for corresponding pro forma adjusting entries.

3(p)

Additional paid-in capital — Represents the impact of the Business Combination on additional paid-in capital. The table below summarizes the pro forma adjustments as follows:

Description	Note	Assuming No Redemptions			Assuming 50% Redemptions			Assuming Maximum Redemptions
(Amounts in thousands)
Conversion of Pinstripes’ equity-classified warrants	3(p)(i)		$	(3)		$	(3)		$	(3)
Conversion of Pinstripes’ liability-classified warrants	3(p)(ii)			2,333			2,333			2,333
Conversion of Pinstripes Convertible Notes	3(p)(iii)			4,995			4,995			4,995
Conversion of Pinstripes’ Redeemable Convertible Preferred Stock	3(p)(iv)			75,449			75,449			75,449
Conversion of Pinstripes Common Stock	3(p)(v)			178			178			178
Reclassification of Banyan’s Redeemable Class A Common Stock	3(p)(vi)			42,424			21,212			—
Assumed proceeds from PIPE Financing	3(p)(vii)			11,310			32,522			53,733
Reclassification of Banyan’s accumulated deficit to additional paid-in capital (elimination)	3(p)(viii)			(21,516)			(21,516)			(21,516)
Accelerated vesting of Pinstripes options	3(p)(ix)			144			144			144
Pinstripes’ estimated future transaction costs payable in cash and cash equivalents	3(p)(x)			(2,867)			(2,867)			(2,867)
Pinstripes’ estimated future transaction costs payable in shares of New Pinstripes	3(p)(xi)			(0)			(0)			(0)
Reclassification of Pinstripes’ capitalized transaction costs	3(p)(xii)			(2,759)			(2,759)			(2,759)
Pro Forma Adjustment – Additional paid-in capital			$	109,688		$	109,688		$	109,687

3(p)(i)

Reflects the conversion of 318,188 shares of Pinstripes Common Stock in settlement of Pinstripes’ equity-classified warrants to 590,720 shares of New Pinstripes Class A Common Stock as consideration for the reverse recapitalization at the Closing of the Business Combination. Refer to Note 3(l)(i), Pinstripes Common Stock, for the corresponding pro forma adjusting entries.

3(p)(ii)

Reflects the conversion of 111,619 shares of Pinstripes Common Stock in settlement of Pinstripes’ liability-classified warrants to 207,222 shares of New Pinstripes Class A Common Stock as consideration for the reverse recapitalization at the Closing of the Business Combination. See Note 3(f)(ii), Other current liabilities, and Note 3(l)(ii), Pinstripes Common Stock, for the corresponding pro forma adjusting entries.

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3(p)(iii)

Reflects the conversion of 500,000 shares of Pinstripes Common Stock in settlement of Pinstripes Convertible Notes to 928,256 shares of New Pinstripes Class A Common Stock as consideration for the reverse recapitalization at the Closing of the Business Combination. Refer to Note 3(h)(i), Long-term debt, and Note 3(l)(iii), Pinstripes Common Stock for the corresponding pro forma adjusting entries.

3(p)(iv)

Reflects the conversion of 11,087,628 shares of Pinstripes Common Stock in settlement of Pinstripes’ Redeemable Convertible Preferred Stock (including the 883,683 shares of Pinstripes Common Stock for the cancellation and conversion of Pinstripes’ Series I Redeemable Convertible Stock and the cumulative unpaid dividends accrued thereon being cancelled and exchanged into 2,209,206 shares of New Pinstripes Class A Common Stock) to 21,152,957 shares of New Pinstripes Class A Common Stock as consideration for the reverse recapitalization at the Closing of the Business Combination. See Note 3(j)(iv), Pinstripes’ Redeemable Convertible Preferred Stock, and Note 3(l)(iv), Pinstripes Common Stock, for the corresponding pro forma adjusting entries.

3(p)(v)

Represents the cancellation of 18,196,397 shares of Pinstripes Common Stock, after giving effect to the conversions described in Note 3(l), Pinstripes Common Stock, and the issuance of 34,350,476 shares of New Pinstripes Class A Common Stock (including the 883,683 shares of Pinstripes Common Stock for the cancellation and conversion of Pinstripes’ Series I Redeemable Convertible Stock and the cumulative unpaid dividends accrued thereon being cancelled and exchanged into 2,209,206 shares of New Pinstripes Class A Common Stock) as consideration for the reverse recapitalization at the Closing of the Business Combination. See Note 3(l)(v), Pinstripes Common Stock, and Note 3(m)(iii), New Pinstripes Common Stock, for the corresponding pro forma adjusting entries.

3(p)(vi)

Represents the reclassification of Banyan’s Redeemable Class A Common Stock from temporary equity (mezzanine) to permanent equity of New Pinstripes under the assumed no redemptions scenario, assumed 50% redemptions scenario, and assumed maximum redemptions scenario at the Closing of the Business Combination. Refer to Note 3(k)(ii), Banyan’s Redeemable Class A Common Stock, and Note 3(m)(i), New Pinstripes Common Stock, for the corresponding pro forma adjusting entries.

3(p)(vii)

Assumes that the PIPE Financing raises proceeds in an amount sufficient to satisfy the Minimum Cash Amount requirement through the issuance of 1,131,019 shares of New Pinstripes Class A Common Stock under the assumed no redemptions scenario, the issuance of 3,252,200 shares of New Pinstripes Class A Common Stock under the assumed 50% redemptions scenario, and the issuance of 5,373,380 shares of New Pinstripes Class A Common Stock under the assumed maximum redemptions scenario, in exchange for aggregate proceeds of $11.3 million under the assumed no redemptions scenario, $32.5 million under the assumed 50% redemptions scenario, and $53.7 million under the assumed maximum redemptions scenarios (calculated based on an assumed $10.00 per share purchase price), respectively. Refer to Note 3(a)(iii), Cash and cash equivalents, and 3(m)(ii), New Pinstripes Common Stock, for the corresponding pro forma adjusting entries.

3(p)(viii)

Reflects the $21.5 million elimination of Banyan’s historical accumulated deficit as part of the reverse recapitalization at the Closing of the Business Combination, after giving effect to the $7.2 million of transaction costs expected to be incurred by Banyan related to the Business Combination (as described in Note 3(a)(iv), Cash and cash equivalents, and Note 3(3)(q)(v), Accumulated Deficit). Refer to Note 3(q)(vi), Accumulated deficit, for the corresponding pro forma adjusting entries.

3(p)(ix)

Reflects the accelerated vesting of certain Pinstripes options with the historical share-based compensation plan of Pinstripes in the amount of $0.1 million at the Closing of the Business Combination. These Pinstripes options fully vest upon a qualifying event, which is recognized upon the Closing of the Business Combination. Refer to Note 3(q)(i), Accumulated deficit, for the corresponding pro forma adjusting entries.

3(p)(x)

Represents the transaction costs of approximately $2.8 million expected to be incurred by Pinstripes related to financial advisory, legal, and other professional services, in connection

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with the Business Combination prior to the Closing. These costs are non-recurring in nature. Refer to Note 3(a)(iv), Cash and cash equivalents, for the corresponding pro forma adjusting entries.

3(p)(xi)

Reflects the issuance of 50,000 shares of New Pinstripes Class A Common Stock in exchange for the payment of $0.5 million of Pinstripes’ transaction costs incurred for financial advisory, legal, and other professional services prior to, or upon, the Closing of the Business Combination. See Note 3(m)(vi), Additional paid-in capital, for the corresponding pro forma adjusting entries.

3(p)(xii)

Reflects the recognition of $2.8 million of Pinstripes’ capitalized transaction costs recorded to additional paid-in capital at the Closing of the Business Combination. Refer to Note 3(c), Other long-term assets, for the corresponding pro forma adjusting entries.

3(q)

Accumulated deficit — Represents the impact of the Business Combination on accumulated deficit. The table below reflects the pro forma adjustments as follows:

Description	Note	Assuming No Redemptions			Assuming 50% Redemptions			Assuming Maximum Redemptions
(Amounts in thousands)
Accelerated vesting of Pinstripes options	3(q)(i)		$	(144)		$	(144)		$	(144)
Change in the fair value of Pinstripes’ Series I Redeemable Convertible Stock’s redemption value	3(q)(ii)			(2)			(2)			(2)
Accretion of interest on Pinstripes Convertible Notes	3(q)(iii)			(22)			(22)			(22)
Accretion of cumulative dividends on Pinstripes’ Series I Redeemable Convertible Preferred Stock	3(q)(iv)			(692)			(692)			(692)
Recognition of Banyan’s estimated remaining transaction costs	3(q)(v)			(7,250)			(7,250)			(7,250)
Reclassification of Banyan’s accumulated deficit to additional paid-in capital (elimination)	3(q)(vi)			21,516			21,516			21,516
Accretion of interest on Pinstripes’ debt financing arrangements	3(q)(vii)			(466)			(466)			(466)
Pro Forma Adjustment – Accumulated Deficit			$	12,940		$	12,940		$	12,940

3(q)(i)

Reflects the accelerated vesting of certain Pinstripes options with the historical share-based compensation plan of Pinstripes in the amount of $0.1 million. These Pinstripes options fully vest upon a qualifying event, which is recognized upon the Closing of the Business Combination. Refer to Note 3(p)(ix), Additional paid-in capital, for the corresponding pro forma adjusting entries.

3(q)(ii)

3(q)(iii)

Reflects the accretion of interest payable on Pinstripes Convertible Notes for the period from July 24, 2023 to the expected Closing Date. See Note 3(f)(i), Other current liabilities, for the corresponding pro forma adjusting entries.

3(q)(iv)

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3(q)(v)

Represents the adjustment for the transaction costs expected to be incurred by Banyan prior to the Closing of the Business Combination in the amount of $7.2 million. The costs relate to financial advisory, legal, and other professional services incurred in connection with the Business Combination and are nonrecurring in nature. These costs are not reflected in the unaudited pro forma condensed combined statement of operations as they represent costs expected to be incurred and recognized by Banyan, not Pinstripes (e.g., the acquirer for financial reporting purposes). See Note 3(a)(iv), Cash and cash equivalents, for the corresponding pro forma adjusting entries.

3(q)(vi)

Reflects the $21.5 million elimination of Banyan’s historical accumulated deficit as part of the reverse recapitalization at the Closing of the Business Combination, after giving effect to the $7.2 million of transaction costs expected to be incurred by Banyan related to the Business Combination (as described in Note 3(a)(iv), Cash and cash equivalents, and Note 3(3)(q)(v), Accumulated Deficit). Refer to Note 3(p)(viii), Additional paid-in capital, for the corresponding pro forma adjusting entries.

3(q)(vii)

Reflects the $0.5 million of interest accretion on Pinstripes’ debt financing arrangements entered into subsequent to July 23, 2023 accrued during the period from July 24, 2023 to the expected Closing Date. See Note 3(a)(viii), Cash and cash equivalents, for the corresponding pro forma adjusting entries.

Note 4 — Adjustments to the Unaudited Pro Forma Condensed Combined Statement of Operations for the Twelve Months Ended April 30, 2023

Refer to the items below for a reconciliation of the pro forma adjustments reflected in the unaudited pro forma condensed combined statement of operations for the fiscal year ended April 30, 2023:

4(a)

Recognition of share-based payment expense — Reflects the accelerated vesting of certain Pinstripes options with the historical share-based compensation plan of Pinstripes in the amount of $0.1 million. These Pinstripes options fully vest upon a qualifying event, which is recognized upon the Closing of the Business Combination. This share-based payment expense is a nonrecurring item.

4(b)

Elimination of interest income — Represents the elimination of $7.4 million of Banyan’s historical interest income earned on the funds held in the Trust Account, which will be dissolved and liquidated upon the Closing of the Business Combination.

4(c)

Interest expense — Represents the impact of the Business Combination on New Pinstripes’ interest expense. The table below summarized the pro forma adjustments as follows:

Description	Note	Assuming No Redemptions			Assuming 50% Redemptions			Assuming Maximum Redemptions
(Amounts in thousands)
Elimination of interest expense	4(c)(i)		$	406		$	406		$	406
Accretion of interest on Pinstripes’ additional debt financing	4(c)(ii)			(1,725)			(1,725)			(1,725)
Pro Forma Adjustment – Interest Expense			$	(1,320)		$	(1,320)		$	(1,320)

4(c)(i)

Reflects the elimination of $0.4 million of historical interest expense incurred on Pinstripes Convertible Notes, which will be converted to shares of New Pinstripes Class A Common Stock at the Closing of the Business Combination.

4(c)(ii)

Reflects the accretion of interest payable on Pinstripes’ debt financing arrangements entered into subsequent to April 30, 2023 in New Pinstripes’ unaudited pro forma consolidated statement of operations for the twelve months ended April 30, 2023 giving effect to the Business Combination, had the Business Combination occurred on April 25, 2022.

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4(d)

Elimination of the unrealized loss on funds held in the Trust Account — Represents the elimination of $0.1 million of the unrealized loss on funds held in the Trust Account, which will be dissolved and liquidated upon the Closing of the Business Combination.

Note 5 — Adjustments to the Unaudited Pro Forma Condensed Combined Statement of Operations for the Twelve Weeks Ended July 23, 2023

Refer to the items below for a reconciliation of the pro forma adjustments reflected in the unaudited pro forma condensed combined statement of operations for the twelve weeks ended July 23, 2023:

5(a)

Elimination of interest income — Represents the elimination of $0.5 million of Banyan’s historical interest income earned on the funds held in the Trust Account, which will be dissolved and liquidated upon the Closing of the Business Combination.

5(b)

Interest expense — Represents the impact of the Business Combination on New Pinstripes’ interest expense. The table below summarized the pro forma adjustments as follows:

Description	Note	Assuming No Redemptions			Assuming 50% Redemptions			Assuming Maximum Redemptions
(Amounts in thousands)
Elimination of interest expense	5(b)(i)		$	93		$	93		$	93
Accretion of interest on Pinstripes’ additional debt financing	5(b)(ii)			(431)			(431)			(431)
Pro Forma Adjustment – Interest Expense			$	(338)		$	(338)		$	(338)

5(b)(i)

Reflects the elimination of $0.1 million of historical interest expense incurred on Pinstripes Convertible Notes, which will be converted to shares of New Pinstripes Class A Common Stock at the Closing of the Business Combination.

5(b)(ii)

Reflects the accretion of interest payable on Pinstripes’ debt financing arrangements entered into subsequent to July 23, 2023 in New Pinstripes’ unaudited pro forma consolidated statement of operations for the twelve weeks ended July 23, 2023 giving effect to the Business Combination, had the Business Combination occurred on April 25, 2022.

5(c)

Elimination of loss on fair value of warrant liability — Reflects the elimination of $0.4 million of the historical loss on fair value of warranty liability on Pinstripes liability classified warrants, which will be converted to shares of New Pinstripes Class A Common Stock at the Closing of the Business Combination.

5(d)

Elimination of the unrealized loss on funds held in the Trust Account — Represents the elimination of the unrealized loss on funds held in the Trust Account, which will be dissolved and liquidated upon the Closing of the Business Combination.

5(e)

Elimination of the cumulative unpaid dividends and change in redemption amount of Pinstripes’ Series I Redeemable Convertible Preferred Stock — Represents the elimination of $1.6 million of the cumulative unpaid dividends and change in redemption amount of Pinstripes’ Redeemable Convertible Preferred Stock, which will be converted into shares of New Pinstripes upon the upon the Closing of the Business Combination.

Note 6 — Pro Forma Net Loss Per Share

Represents the pro forma net loss per share calculated using the weighted average shares outstanding that would result from the Business Combination, assuming the shares were outstanding since April 25, 2022. As the Business Combination is reflected as if it had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issuable relating to the Business Combination had been outstanding for the entire period presented. If the maximum number of shares are redeemed, this calculation is retroactively adjusted to eliminate such shares for the entire period.

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The unaudited pro forma condensed combined financial information for the fiscal year ended April 30, 2023 and the twelve weeks ended July 23, 2023, have been presented under the no redemptions, 50% redemptions, and maximum redemptions scenarios:

Description	Assuming No Redemptions			Assuming 50% Redemptions			Assuming Maximum Redemptions
(Amounts in thousands, except for share and per share amounts)
FISCAL YEAR ENDED APRIL 30, 2023
Pro Forma Basic and Diluted Net Loss per Share − Basic and Diluted
Por forma net loss attributable to stockholders		$	(16,759)		$	(16,759)		$	(16,759)
Weighted average shares outstanding – basic and diluted			43,451,126			43,572,963			43,694,800
Pro Forma Net Loss Per Share – Basic and Diluted		$	(0.39)		$	(0.38)		$	(0.38)
TWELVE WEEKS ENDED JULY 23, 2023
Pro Forma Basic and Diluted Net Loss per Share − Basic and Diluted
Por forma net loss attributable to stockholders		$	(3,646)		$	(3,646)		$	(3,646)
Weighted average shares outstanding – basic and diluted			43,451,126			43,572,963			43,694,800
Pro Forma Net Loss Per Share – Basic and Diluted		$	(0.08)		$	(0.08)		$	(0.08)
Pro Forma Weighted Average Shares Outstanding − Basic and Diluted
Pinstripes Stockholders(1)			32,141,270			32,141,270			32,141,270
Banyan Public Stockholders(2)			5,017,437			3,018,093			1,018,750
Series I Investors(3)			2,715,150			2,715,150			2,715,150
Sponsor Holders(4)			2,396,250			2,396,250			2,396,250
PIPE Investors(5)			1,131,019			3,252,200			5,373,380
Other(6)			50,000			50,000			50,000
Pro Forma Weighted Average Shares Outstanding − Basic and Diluted			43,451,126			43,572,963			43,694,800

(1)

(2)

The number of shares held by the Banyan Public Stockholders gives effect to (i) the assumed no redemptions scenario that assumes no Banyan Public Stockholders exercise redemption rights with

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respect to the outstanding 3,998,687 shares of Banyan’s Redeemable Class A Common Stock, (ii) the assumed 50% redemptions scenario that assumed Banyan Public Stockholders exercise their redemption rights for 1,999,344 shares with respect to the outstanding 3,998,687 shares of Banyan’s Redeemable Class A Common Stock, (iii) the assumed maximum redemptions scenario that assumes Banyan Public Stockholders exercise their redemption rights for all of the outstanding 3,998,687 shares of Banyan’s Redeemable Class A Common Stock, and (iv) the transfer of 1,018,750 shares from the Sponsor Holders to Banyan Public Stockholders pursuant to certain non-redemption agreements entered into by the Sponsor Holders.

(3)

(4)

(5)

(6)

The potentially dilutive shares of common stock that have been excluded from the calculation of net loss per share because of the anti-dilutive effect are represented in the table below. The number of potentially dilutive shares is based on the maximum number of shares issuable upon exercise or conversion of the related securities as of the period end. Such amounts have not been adjusted for the treasury stock method or weighted average shares outstanding calculations as would have been required if the securities were dilutive.

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INFORMATION ABOUT BANYAN

References in this section to “we,” “our,” or “us” refer to Banyan Acquisition Corporation.

General

We are a blank check company incorporated as a Delaware corporation on March 10, 2021 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business transaction with one or more operating businesses or assets. We and the Sponsor are affiliates of Middleton Partners, an investment firm of which our Chief Executive Officer, Keith Jaffee, is Chairman.

IPO and Private Placement

On January 24, 2022, Banyan consummated its IPO of 24,150,000 Units, including the issuance of 3,150,000 Units as a result of the IPO Underwriters’ exercise of their over-allotment option in full. Each Unit consists of one share of Banyan Class A Common Stock and one-half of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one share of Banyan Class A Common Stock for $11.50 per share. The Units were sold at a price of $10.00 per unit, generating gross proceeds to Banyan of $241,500,000.

On January 24, 2022, simultaneously with the closing of the IPO, Banyan completed the private placement of an aggregate of 11,910,000 Banyan Private Placement Warrants to the Sponsor, BTIG, LLC and I-Bankers Securities, Inc., including 1,260,000 Banyan Private Placement Warrants as a result of the IPO Underwriters’ exercise of their over-allotment option in full, at a purchase price of $1.00 per Banyan Private Placement Warrant, generating gross proceeds to Banyan of $11,910,000.

In addition, the Sponsor holds an aggregate of 7,095,375 Founder Shares. All of the shares of Banyan Class B Common Stock are convertible into Banyan Class A Common Stock on a one-for-one basis subject to adjustment.

A total of $246,330,000 (which amount includes $9,660,000 of the IPO Underwriters’ deferred discount), was placed in the Trust Account. In connection with the Business Combination, Banyan and the IPO Underwriters amended the underwriting agreement so that the deferred underwriting fees were lowered to $3,622,500.

Except with respect to interest earned on the funds held in the Trust Account that may be released to Banyan to pay its taxes, the funds held in the Trust Account will not be released from the Trust Account until the earliest of (i) the completion of Banyan’s initial business combination, (ii) the redemption of Banyan’s Public Shares if Banyan is unable to complete its initial business combination within the combination period, subject to applicable law, or (iii) the redemption of Banyan’s Public Shares properly submitted for redemption in connection with a stockholder vote to amend Banyan’s Existing Charter to modify the substance or timing of Banyan’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of Banyan’s Public Shares if it has not consummated an initial business combination within the combination period or with respect to any other provisions relating to stockholders’ rights or pre-initial business combination activity.

Extension of Time to Complete a Business Combination

Prior to the Extension Amendment, Banyan’s Existing Charter required that Banyan consummate its initial business combination by April 24, 2023. On April 21, 2023, Banyan held the Extension Meeting to, among other things, amend its Existing Charter to provide Banyan with the option to extend the date by which it must complete an initial business combination by eight months, to December 24, 2023. The Banyan stockholders approved the Extension Amendment Proposal at the Extension Meeting and, on April 21, 2023, Banyan filed the Extension Amendment with the Secretary of State of Delaware and exercised the option to extend the time to complete a business combination by eight months from April 24, 2023 to December 24, 2023. In connection with the vote to approve the Extension Amendment Proposal, the holders of 20,151,313 Banyan Class A Common Stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.42 per share, for an aggregate redemption amount of

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approximately $210,031,815. After giving effect to the Extension Amendment Redemptions there was approximately $41,677,260 in the Trust Account.

On December 4, 2023, Banyan filed a definitive proxy statement with the SEC in connection with a special meeting of stockholders to (i) extend the date by which Banyan must complete its initial business combination from December 24, 2023 to January 24, 2024, and to allow Banyan without another stockholder vote, to elect to thereafter extend the date to consummate a business combination on a monthly basis for up to twelve times by an additional one month each time, until January 24, 2025 and (ii) eliminate the limitation that Banyan may not redeem Public Shares to the extent that such redemption would result in Banyan having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act), of less than $5,000,001 (the “Redemption Limitation”) in order to allow Banyan to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation. Public Stockholders will have the right to redeem their Public Shares if the proposals presented at the special meeting are approved and implemented.

Effecting a Business Combination

Fair Market Value of Target Business

Pursuant to NYSE listing rules, the target business or businesses that Banyan acquires must collectively have a fair market value equal to at least 80% of the balance of the funds in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of the execution of a definitive agreement for Banyan’s initial business combination. The fair market value of the target or targets will be determined by the Banyan Board based upon one or more standards generally accepted by the financial community, such as discounted cash flow valuation or value of comparable businesses. Our stockholders will be relying on the business judgment of the Banyan Board, which will have significant discretion in choosing the standard used to establish the fair market value of the target or targets, and different methods of valuation may vary greatly in outcome from one another. As discussed in the section entitled “Proposal No. 1 — The Business Combination Proposal — Satisfaction of 80% Test,” the Banyan Board determined that this test was met in connection with the Business Combination.

Stockholder Approval of the Business Combination

Banyan is seeking stockholder approval of the Business Combination at the Special Meeting to which this joint proxy statement/consent solicitation statement/prospectus relates and, in connection with such meeting, holders of Public Shares may redeem their shares for cash in accordance with the procedures described in this joint proxy statement/consent solicitation statement/prospectus. Such redemption rights will be effected under the Existing Charter and the DGCL. The Sponsor Holders and its directors and officers have agreed in a letter agreement with Banyan (i) to vote (A) the Converted Banyan Class A Common Stock and the Banyan Class B Common Stock and (B) any other Banyan Common Stock owned by the Sponsor Holders or Banyan’s directors and officers, in favor of the Business Combination; and (ii) to not redeem any Public Shares in connection with a stockholder vote to approve a proposed initial business combination, including the Business Combination, or a vote to amend the provisions of the Existing Charter relating to stockholders’ rights or pre-business combination activity. If the Business Combination is not completed, then Public Stockholders electing to exercise their redemption rights will not receive such payments and their shares will not be redeemed.

Banyan will complete the Business Combination (or any other proposed business combination, if the Business Combination is not completed) only if Banyan has net tangible assets of at least $5,000,001 upon the completion of the Business Combination, after giving effect to payments to Public Stockholders who exercise their redemption rights. Banyan chose the net tangible asset threshold of $5,000,001 to ensure that it would avoid being subject to Rule 419 promulgated under the Securities Act of 1933, as amended.

The Sponsor Holders and Banyan’s officers and directors at the time of the IPO entered into a letter agreement to vote all Banyan Common Stock held by them in favor of the Business Combination Proposal. As of the date hereof, our Sponsor Holders own approximately 64.4% of the total outstanding shares of Banyan Common Stock.

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At any time prior to the Special Meeting, during a period when they are not then aware of any material nonpublic information regarding Banyan or our securities, the Sponsor, Insiders and Pinstripes and/or their respective affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of Banyan Common Stock. In such transactions, the purchase price for a share of Banyan Class A Common Stock will not exceed the redemption price. In addition, the persons described above will waive redemption rights, if any, with respect to the shares of Banyan Class A Common Stock that they acquire in such transactions. However, any share of Banyan Class A Common Stock acquired by the persons described above would not be voted in connection with the Business Combination Proposal. For example, the Sponsor entered into Non-Redemption Agreements in connection with the Extension Meeting, pursuant to which the Sponsor agreed to transfer 1,018,750 shares of Banyan Class B Common Stock to certain investors in Banyan in exchange for such investors agreeing not to redeem their Banyan Class A Common Stock in connection with the Extension Meeting.

The purpose of such share purchases and other transactions would be to increase the likelihood that the conditions to the consummation of the Business Combination are satisfied or to provide additional equity financing. This may result in the completion of our Business Combination which may not otherwise have been possible.

As of the date of this joint proxy statement/consent solicitation statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. Banyan will file with the SEC a Current Report on Form 8-K prior to the Special Meeting to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons. Any such report will include: (i) the amount of shares of Banyan Class A Common Stock purchased and the purchase price; (ii) the purpose of such purchases; (iii) the impact of such purchases on the likelihood that the Business Combination will be approved; (iv) the identities or characteristics of security holders who sold shares if not purchased in the open market or the nature of the sellers; and (v) the number of shares of Banyan Class A Common Stock for which Banyan has received redemption requests.

Redemption of Public Shares and Liquidation if No Business Combination

Our Sponsor, directors and officers have agreed that we will initially have only 23 months from the closing of the IPO to complete our initial business combination (unless extended). If we have not completed our initial business combination within such period, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable thereon), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the prescribed time period.

Our Existing Charter provides that only Public Shares and not any Founder Shares are entitled to redemption rights. Furthermore, our Sponsor Holders and Insiders have entered into the Letter Agreement with us, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if we fail to complete our initial business combination within the prescribed time period. However, if our Sponsor Holders or Insiders acquire Public Shares, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial business combination within the allotted time frame to complete our initial business combination.

Banyan’s Sponsor Holders and the Insiders have agreed, pursuant to the Letter Agreement, that they will not propose any amendment to the Existing Charter (A) to modify the substance or timing of Banyan’s

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obligation to allow redemption in connection with our initial business combination or to redeem 100% of the Public Shares if Banyan does not complete an initial business combination within 23 months from the closing of the IPO or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless Public Stockholders are provided with the opportunity to redeem their shares of Banyan Class A Common Stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares. However, Banyan will only redeem our Public Shares so long as (after such redemption) Banyan’s net tangible assets will be at least $5,000,001.

Banyan expects that all costs and expenses associated with implementing a plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the $358,560 of proceeds held outside the Trust Account as of June 30, 2023, although we cannot assure you that there will be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated with implementing Banyan’s plan of dissolution, to the extent that there is any interest accrued in the Trust Account not required to pay taxes, Banyan may request the Trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

If all of the net proceeds of the IPO and the sale of the Banyan Private Placement Warrants are expended, other than the proceeds deposited in the Trust Account, and without taking into account interest, if any, earned on the Trust Account and any tax payments or expenses for the dissolution of the Trust Account, the per-share redemption amount received by stockholders upon our dissolution would be approximately $10.20. The proceeds deposited in the Trust Account could, however, become subject to the claims of our creditors which would have higher priority than the claims of Public Stockholders. See “Risk Factors — Risks Related to Banyan and the Business Combination — If, after we distribute the proceeds in the Trust Account to our Public Stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of the Banyan Board may be viewed as having breached their fiduciary duties, thereby exposing the members of the Banyan Board and us to claims seeking damages, including potential punitive damages.” The actual per-share redemption amount received by Public Stockholders may be substantially less than $10.20. Under Section 281(b) of the DGCL, Banyan’s plan of dissolution must provide for all claims against it to be paid in full or make provision for payments to be made in full, as applicable, if there are sufficient assets. These claims must be paid or provided for before Banyan can make any distribution of remaining assets to stockholders. While Banyan intends to pay such amounts, if any, we cannot assure you that Banyan will have funds sufficient to pay or provide for all creditors’ claims.

Although Banyan will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses and other entities with which it does business execute agreements waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of Public Stockholders, there is no guarantee such agreements will be executed or even if such agreements are executed that they would be prevented from bringing claims against the Trust Account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third-party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will enter into an agreement with a third-party that has not executed a waiver only if management believes that such third-party’s engagement would be significantly more beneficial to us than any alternatives. Examples of possible instances where Banyan may engage a third-party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where we are unable to find a service provider willing to execute a waiver. The IPO Underwriters and the independent registered public accounting firm will not execute agreements waiving such claims to the monies held in the Trust Account. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements will not seek recourse against the Trust Account for any reason.

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The Sponsor has agreed that it will be liable to us if and to the extent any claims by a third-party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a transaction or business combination agreement, reduce the amount of funds in the Trust Account to below (i) $10.20 per public share and (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third-party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the IPO Underwriters against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third-party, then our sponsor will not be responsible to the extent of any liability for such third-party claims. We believe that the Sponsor’s only assets are securities of Banyan and, therefore, we believe it is unlikely that the Sponsor would be able to satisfy those obligations. We have not asked the Sponsor to reserve for such indemnification obligations, and therefore, no funds are currently set aside to cover any such obligations. None of the officers or directors of Banyan will indemnify Banyan for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

In the event that the proceeds in the Trust Account are reduced below (i) $10.20 per public share and (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case less taxes payable, and the Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, Banyan’s independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations. While Banyan currently expects that the independent directors would take legal action on Banyan’s behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that the independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, due to claims of creditors, the actual value of the per-share redemption price may be substantially less than $10.20 per share. See “Risk Factors — Risks Related to the Redemption — If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than $10.20 per share” and other risk factors described above.

Banyan will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses or other entities with which we do business execute agreements waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. The Sponsor will also not be liable as to any claims under the indemnity of the IPO Underwriters against certain liabilities, including liabilities under the Securities Act. As of June 30, 2023, we had access to up to $358,560 of operating cash with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000). If after liquidation it is subsequently determined that the reserve for claims and liabilities is insufficient, stockholders who received funds from our Trust Account could be liable for claims made by creditors.

Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of the Trust Account distributed to Public Stockholders upon the redemption of Public Shares in the event an initial business combination is not consummated within the required time period may be considered a liquidating distribution under Delaware law. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.

Furthermore, if the pro rata portion of the Trust Account distributed to Public Stockholders upon the redemption of Public Shares in the event an initial business combination is not consummated within the

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required time period is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution. If an initial business combination is not consummated within 23 months from the closing of the IPO, Banyan will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable thereon and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, dissolve and liquidate, subject in each case to obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Accordingly, it is Banyan’s intention to redeem Public Shares as soon as reasonably possible following our 23rd month and, therefore, Banyan does not intend to comply with those procedures. As such, stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of stockholders may extend well beyond the third anniversary of such date.

Because Banyan will not be complying with Section 280, Section 281(b) of the DGCL requires Banyan to adopt a plan, based on facts known to it at such time that will provide for payment of all existing and pending claims or claims that may be potentially brought against Banyan within the subsequent 10 years. However, because Banyan is a blank check company, rather than an operating company, and its operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from vendors (e.g. lawyers and investment bankers) or prospective target businesses. As described above, pursuant to the obligation contained in the underwriting agreement, Banyan will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses or other entities with which it does business execute agreements waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account.

As a result of this obligation, the claims that could be made are significantly limited and the likelihood that any claim that would result in any liability extending to the Trust Account is remote. Furthermore, the Sponsor may be liable only to the extent necessary to ensure that the amounts in the Trust Account are not reduced below (i) $10.20 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third-party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the IPO Underwriters against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

If Banyan files a bankruptcy petition or an involuntary bankruptcy petition is filed against Banyan that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law and may be included in the bankruptcy estate and subject to the claims of third parties with priority over the claims of stockholders. To the extent any bankruptcy claims deplete the Trust Account, we cannot assure you that we will be able to return $10.20 per share to our Public Stockholders. Additionally, if a bankruptcy petition is filed by Banyan or an involuntary bankruptcy petition is filed against Banyan that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer,” “fraudulent conveyance” or a “voidable transfer.” As a result, a bankruptcy court could seek to recover some or all amounts received by our stockholders. Furthermore, Banyan’s board of directors may be viewed as having breached its fiduciary duty to creditors and/or may have acted in bad faith, thereby exposing itself and Banyan to claims seeking damages, including punitive damages, by paying Public Stockholders from the Trust Account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against Banyan for these reasons. See “Risk Factors — Risks Related to Banyan and the Business Combination — If, after we distribute the proceeds in the Trust Account to our Public Stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition

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is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of the Banyan Board may be viewed as having breached their fiduciary duties, thereby exposing the members of the Banyan Board and us to claims seeking damages, including potential punitive damages.”

Public Stockholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of: (i) our completion of an initial business combination, and then only in connection with those shares of Banyan Class A Common Stock that such stockholder properly elected to redeem, subject to the limitations described herein; (ii) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Existing Charter to modify the substance or timing of the obligation to allow redemptions in connection with Banyan’s initial business combination or to redeem 100% of the Public Shares if an initial business combination is not completed within 23 months from the closing of the IPO or with respect to any other provisions relating to stockholders’ rights or pre-initial business combination activity; or (iii) the redemption of our Public Shares if we have not completed an initial business combination within 23 months from the closing of the IPO, subject to applicable law. In no other circumstances will a stockholder have any right or interest of any kind to or in the Trust Account. Holders of warrants will not have any right to the proceeds held in the Trust Account with respect to the warrants.

Employees

Banyan currently has three executive officers. These individuals are not obligated to devote any specific number of hours to Banyan’s matters but they devote as much of their time as they deem necessary and intend to continue doing so until an initial business combination has been consummated. The amount of time they devote in any time period will vary based on whether a target business has been selected for an initial business combination and the stage of the business combination process. Banyan does not intend to have any full-time employees prior to the consummation of the initial business combination.

Facilities

We currently utilize office space at 400 Skokie Blvd, Suite 820, Northbrook, Illinois 60062. The cost for this space is included in the $10,000 per-month fee an affiliate of our Sponsor charges us for office space, operational support and secretarial and administrative services. During the year ended December 31, 2022, the Sponsor permanently waived its right to receive such fees from the Company. The Sponsor expects to continue to permanently waive its rights to receive such fees in future periods. We consider our current office space adequate for our current operations.

Legal Proceedings

Banyan has received two demand letters from putative shareholders of Banyan dated September 26, 2023 and September 27, 2023 (the “Demands”) generally alleging that the proxy statement/consent solicitation statement/prospectus forming part of the registration statement on Form S-4 filed by Banyan with the SEC on September 11, 2023, omits material information with respect to the Business Combination. The Demands seek the issuance of corrective disclosures in an amendment or supplement to the proxy statement/consent solicitation statement/prospectus. The outcome of the Demands cannot be predicted with certainty although there is a risk that the putative shareholders could try to enjoin the Special Meeting. However, Banyan believes that the allegations in the Demands are without merit. Additional complaints or demand letters may be filed against or received by Banyan, the Banyan Board and/or Pinstripes in connection with the Business Combination. If additional similar complaints are filed or demand letters received, absent new or different allegations that are material, Banyan or Pinstripes will not necessarily announce such additional filings.

Periodic Reporting and Audited Financial Statements

Banyan has registered its securities under the Exchange Act and has reporting obligations, including the requirement to file annual and quarterly reports with the Securities and Exchange Commission.

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Directors and Executive Officers

Banyan’s current directors and officers are as follows:

Name	Age	Position
Jerry Hyman	68	Chairman
Keith Jaffee	63	Chief Executive Officer and Director
George Courtot	68	Chief Financial Officer
Bruce Lubin	69	Director
Otis Carter	45	Director
Peter Cameron	76	Director

Jerry Hyman has served as our Chairman since our inception in March 2021. Mr. Hyman is a foodservice industry veteran who serves as Vice Chairman of TriMark USA and previously served as Chairman of TriMark USA from 2020 to June 2022 and as Chief Executive Officer of TriMark USA from 2003 to January 2020. Mr. Hyman joined the business that became TriMark USA in 1981. In addition, from 2008 until January 2020, Mr. Hyman served as President and member of the board of directors of NexGen Procurement Corp., a unique industry buying group. My Hyman is also a Director of Delorios Foods.

We believe Mr. Hyman’s experience as a foodservice industry executive, including 17 years as Chief Executive Officer of TriMark USA, make him qualified to serve on our board of directors.

Keith Jaffee has served as our Chief Executive Officer and a director since our inception in March 2021. Mr. Jaffee has served as Chairman of Middleton Partners since 2010. From 2001 to 2009, Mr. Jaffee was Chairman and Chief Executive Officer of Focus Products, a collection of brands and businesses in the housewares, foodservice, and hospitality industry. Prior to that, Mr. Jaffee was President of the Storage Products Group at Leggett & Platt from 1997 to 2001 and President of the Leggett & Platt Store Fixture Group from 1997 to 2001. Previously, Mr. Jaffee was President of NAFEM (North American Food Equipment Manufacturers).

We believe Mr. Jaffee’s experience buying and building companies in the commercial foodservice equipment and consumer products sectors make him qualified to serve on our board of directors.

George Courtot has served as our Chief Financial Officer since March 2021. Mr. Courtot served as Chief Financial Officer of TriMark USA from 1998 to December 2018 and as Business Liaison — Information Technology at TriMark USA from January 2019 to July 2019. Prior to TriMark USA, Mr. Courtot spent 16 years at V.P. Winter Distributing Company where he most recently held the position of Division President.

Bruce Lubin has served as a member of our board of directors since January 2022. From January 2020 through December 2021, Mr. Lubin has served as the Vice Chairman of CIBC Bank USA and prior to that was President, Commercial Banking from September 2017 to January 2020. From 2007 to 2017, Mr. Lubin was President of Commercial Banking at Private Bank, which was acquired by CIBC. Prior to that, Mr. Lubin held several leadership roles at LaSalle National Bank, from 1989 to 2007. Mr. Lubin also serves as a board member of the Governing Committee of AJC and board member of the Civic Consulting Alliance. Mr. Lubin received his BA and MBA degrees in Finance and Marketing from the University of Connecticut School of Business.

We believe Mr. Lubin’s experience in commercial banking, and track record pursuing both growth and M&A strategies for several banks, make him qualified to serve on our board of directors.

Otis Carter has served as a member of our board of directors since January 2022. Mr. Carter currently serves as General Counsel of a venture capital-backed financial technology company that provides treasury and expense management platform for companies. Prior to that, Mr. Carter served as General Counsel of two private equity-backed companies: CMS/Nextech, the country’s largest independent self-performing HVAC-R service provider, and TriMark USA, a provider of food service supplies, restaurant equipment, restaurant supplies and design services. Before joining TriMark USA, Mr. Carter was a private equity attorney with Kirkland & Ellis LLP and Ropes & Gray LLP, representing private equity sponsors, alternative asset

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managers and their portfolio companies on mergers, acquisitions and financing transactions. Mr. Carter received his Bachelor of Arts degree in Economics and Finance from Illinois Wesleyan University, his Master of Business Administration in Finance and Management from the Wharton School, and his JD from Washington University in St. Louis.

We believe Mr. Carter’s experience serving as an executive of businesses in the foodservice industry and as an M&A and financing attorney make him qualified to serve on our board of directors.

Peter Cameron has served as a member of our board of directors since January 2022. Mr. Cameron is the Co-Owner of Farberware Licensing and Chairman and CEO of Acuity Management Inc. Acuity is an investment management company that owns and operates several commercial real estate and manufacturing enterprises. From 2009 to 2016, Mr. Cameron served as the CEO and later as the Co-Chairman of the Board of Directors of the Lenox Corporation, a manufacturer of tableware, giftware and collectible products. From 2005 to 2008, Mr. Cameron served as CEO of Waterford Wedgwood plc, a manufacturer of fine china and crystal products, and from 1997 to 2003 Mr. Cameron was the CEO and president of All Clad Holdings, a manufacturer of cookware products that was acquired by Waterford in 2004. From 1988 to 1995, Mr. Cameron served in various senior level management capacities within Hanson plc, including as chairman of U.S. Industries Housewares Group, and president and CEO of Farberware, Inc. Prior to that, Cameron was CEO and president of Revereware, a leading manufacturer of branded cookware sold to department store and mass merchant channels. Cameron has also held senior management positions at Polaroid Corp., Bowmar Instrumental Corporation, and Starcraft. Mr. Cameron also serves on the boards of Northeastern University, Chapel Hill, The International Housewares Charity Foundation, Acuity Management, Farberware Licensing Co., Hartmann and Lenox Corporation.

We believe Mr. Cameron’s experience in the foodservice/consumer industries and as a senior manager makes him qualified to serve on our board of directors.

Number and Terms of Office of Officers and Directors

The Banyan Board consists of five members and is divided into three classes with only one class of directors being elected in each year, and with each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. In accordance with NYSE corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on NYSE. The term of office of the first class of directors, consisting of Bruce Lubin and Peter Cameron, will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Otis Carter, will expire at the second annual meeting of stockholders. The term of office of the third class of directors, consisting of Jerry Hyman and Keith Jaffee, will expire at the third annual meeting of stockholders.

Our officers are appointed by the Banyan Board and serve at the discretion of the Banyan Board, rather than for specific terms of office. The Banyan Board is authorized to appoint officers as it deems appropriate pursuant to our bylaws. Our organizational documents provide that our officers may consist of a Chairman, Chief Executive Officer, a President, a Chief Financial Officer, Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer and such other offices as may be determined by the Banyan Board.

Director Independence

NYSE listing standards require that a majority of the board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which, in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. The board of directors has determined that Bruce Lubin, Otis Carter and Peter Cameron are “independent directors” as defined in the NYSE listing standards and applicable SEC rules. The audit committee is entirely composed of independent directors meeting the NYSE’s additional requirements applicable to members of the audit committee. The independent directors have scheduled meetings at which only independent directors are present.

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Officer and Director Compensation

None of our directors or executive officers has received directly from us any cash compensation for services rendered to us. Until the earlier of consummation of our initial business combination and our liquidation, pursuant to a support services agreement we have entered into with an affiliate of our Sponsor, we pay such affiliate of our Sponsor a total of $10,000 per month for office, support and administrative services. During the year ended December 31, 2022, the Sponsor permanently waived its right to receive such fees from us. In addition, our Sponsor, directors and officers, or any of their respective affiliates, are reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee reviews on a quarterly basis all payments that were made by us to our Sponsor, directors, officers or our or any of their respective affiliates.

After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other compensation from the combined company. All compensation will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed business combination. It is unlikely the amount of such compensation will be known at the time, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our officers after the completion of our Initial Business Combination will be determined by a compensation committee constituted solely by independent directors.

We are not a party to any agreements with our officers and directors that provide for benefits upon termination of employment. The existence or terms of any such employment or consulting arrangements may influence our management’s motivation in identifying or selecting a target business, and we do not believe that the ability of our management to remain with us after the consummation of our Initial Business Combination should be a determining factor in our decision to proceed with any potential business combination.

Since our formation, we have not granted any stock operations or stock appreciation rights or any other awards under long-term incentive plans to any of our executive officers or directors.

Committees of the Board of Directors

The board of directors has three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. The rules of the NYSE and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of the NYSE require that the compensation committee and the nominating and corporate governance committee of a listed company be comprised solely of independent directors. Each committee operates under a charter that has been approved by our board and will have the composition and responsibilities described below.

Audit Committee

Effective January 19, 2022 we established an audit committee of the board of directors. The members of our audit committee are Bruce Lubin, Otis Carter and Peter Cameron. Bruce Lubin chairs the audit committee. All members of our audit committee are independent of and unaffiliated with our Sponsor and our IPO Underwriters.

Each member of the audit committee is financially literate, and our board of directors has determined that Bruce Lubin qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.

We have adopted an audit committee charter, which details the purpose and principal functions of the audit committee, including:

•

assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s

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qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm;

•

the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us;

•

pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

•

reviewing and discussing with the independent registered public accounting firm all relationships the auditors have with us in order to evaluate their continued independence;

•

setting clear hiring policies for employees or former employees of the independent registered public accounting firm;

•

setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

•

obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

•

meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Banyan”;

•

reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and

•

reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Compensation Committee

Effective January 19, 2022, we established a compensation committee of the board of directors. The members of our compensation committee are Bruce Lubin and Otis Carter. Otis Carter serves as chairman of the compensation committee.

We have adopted a compensation committee charter, which details the purpose and responsibility of the compensation committee, including:

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reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

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reviewing and approving the compensation of all of our other executive officers;

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reviewing our executive compensation policies and plans;

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implementing and administering our incentive compensation equity-based remuneration plans;

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assisting management in complying with our proxy statement and annual report disclosure requirements;

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approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

•

producing a report on executive compensation to be included in our annual proxy statement; and

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reviewing, evaluating, and recommending changes, if appropriate, to the remuneration for directors.

The compensation committee charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by the NYSE and the SEC.

Nominating and Corporate Governance Committee

Effective January 19, 2022, we established a nominating and corporate governance committee of the board of directors. The members of our nominating and corporate governance committee are Bruce Lubin and Otis Carter. Otis Carter serves as chair of the nominating and corporate governance committee.

We have adopted a nominating and corporate governance committee charter, which details the purpose and responsibilities of the nominating and corporate governance committee, including:

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identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board of directors, and recommending to the board of directors candidates for nomination for election at the annual stockholder meeting or to fill vacancies on the board of directors;

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developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines and other corporate governance related policies;

•

coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and

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reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary.

The nominating and corporate governance committee charter also provides that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for approving the search firm’s fees and other retention terms.

Director Nominations

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom and the ability to represent the best interests of our stockholders. Prior to our initial business combination, our Public Stockholders will not have the right to recommend director candidates for nomination to our board of directors.

Compensation Committee Interlocks and Insider Participation

None of Banyan’s officers currently serve, and in the past year has not served, as a member of the compensation committee of any entity that has one or more officers serving on the Banyan Board.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF BANYAN

The following discussion and analysis should be read in conjunction with the financial statements and related notes included elsewhere in this joint proxy statement/consent solicitation statement/prospectus. This discussion contains forward-looking statements reflecting our current expectations, estimates and assumptions concerning events and financial trends that may affect our future operating results or financial position. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” appearing elsewhere in this joint proxy statement/consent solicitation statement/prospectus.

References in this section to “we,” “our” or “us” refer to Banyan Acquisition Corporation. References to our “management” or our “management team” refer to our officers and directors.

Overview

We are a blank check company incorporated as a Delaware corporation on March 10, 2021, and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

At September 30, 2023 we had $304,554 in cash and a working capital deficit of $6,289,130. Further, we expect to continue to incur significant costs in the pursuit of our Business Combination.

Business Combination Agreement

On June 23, 2023, we announced that Banyan, Merger Sub and Pinstripes had entered into the Business Combination Agreement.

Pursuant to the Business Combination Agreement, it is anticipated that (a) Merger Sub shall merge with and into Pinstripes, with Pinstripes being the surviving corporation of the Merger, and as a result of which Pinstripes will become our wholly owned subsidiary. We also announced that it is currently anticipated that the Business Combination will close in the fourth quarter of 2023, following the receipt of the required approval by our stockholders and the fulfillment or waiver of other closing conditions.

In accordance with the terms and subject to the conditions of the Original Business Combination Agreement, at the effective time of the Merger, each outstanding share of Pinstripes Common Stock (including shares of Pinstripes Common Stock resulting from the conversion of Pinstripes Preferred Stock and excluding Dissenting Shares (as defined in the Business Combination Agreement), treasury shares and Series I Convertible Preferred Stock of Pinstripes will be cancelled and extinguished and converted into the right to receive the number of shares of common stock, par value $0.0001 per share of the Banyan Common Stock determined in accordance with the Business Combination Agreement based on a pre-money equity value of Pinstripes of $429,000,000 and a price of $10 per share of Banyan Common Stock. The Series I Convertible Preferred Stock of Pinstripes will be converted into Pinstripes Common Stock immediately prior to the Closing and, at the effective time of the Merger, such resulting shares of Pinstripes Common Stock will be cancelled and extinguished and converted into the right to receive the number of shares of Banyan Common Stock determined in accordance with the Business Combination Agreement based on an exchange ratio of 2.5 shares of Banyan Common Stock for each share of Pinstripes Common Stock resulting from the conversion of the Series I Preferred Stock of Pinstripes immediately prior to the Closing.

On September 26, 2023, Banyan, Merger Sub, and Pinstripes entered into the A&R Business Combination Agreement, which amends and restates the Original Business Combination Agreement. Pursuant to the A&R Business Combination Agreement: (a) Banyan and Pinstripes revised the definition of “Equity Value,” from $429,000,000 to $379,366,110 and (b) Banyan shall provide holders of common stock of Pinstripes prior to the closing of the Business Combination (excluding holders of common stock issued in connection with the conversion of the Series I Convertible Preferred Stock of Pinstripes) with an aggregate of 5 million shares of New Pinstripes Class B Common Stock, which shall be subject to certain vesting and forfeiture conditions and restrictions on transfer as implemented by the issuance of 2,500,000

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shares of New Pinstripes Series B-1 Common Stock and 2,500,000 shares of New Pinstripes Series B-2 Common Stock, which shall convert into shares of New Pinstripes Class A Common Stock upon the satisfaction of certain vesting conditions. The Earnout Shares shall be subject to vesting conditions and forfeiture as follows: (i) 50% of the Earnout Shares shall be issued as New Pinstripes Series B-1 Common Stock and shall vest and no longer be subject to forfeiture if the volume weighted average share price of the New Pinstripes Class A Common Stock equals or exceeds $12.00 per share for any 20 trading days within any consecutive 30-trading day period commencing five months after the Closing and (ii) 50% of the Earnout Shares shall be issued as shares of New Pinstripes Series B-2 Common Stock and shall vest and no longer be subject to forfeiture if the volume weighted average share price of the New Pinstripes Class A Common Stock equals or exceeds $14.00 per share for any 20 trading days within any consecutive 30-trading day period commencing five months after the Closing.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from March 10, 2021 (inception) through September 30, 2023, were organizational activities and those related to our intent to effectuate an initial business combination. We do not expect to generate any operating revenues until after completion of our initial business combination. We will generate non-operating income in the form of interest income on the cash and cash equivalents held in the Trust Account. No material adverse change has occurred since the date of our audited financial statements. We expect to continue to incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, an initial business combination.

For the three months ended September 30, 2023, we had a net loss of $108,738, which consisted of $1,496,328 in expenses and a $98,248 provision for income taxes, offset by a $922,888 gain on the change in the fair value of warrant liabilities, a $44,963 unrealized gain on short-term investments held in the Trust Account and $518,257 of interest income.

For the nine months ended September 30, 2023, we had a net loss of $5,371,869, which consisted of $5,082,484 in expenses, a $3,753,738 loss on the change in the fair value of warrant liabilities, a $62,494 unrealized loss on short-term investments held in the Trust Account and a $897,753 provision for income taxes, offset by $4,424,600 of interest income.

For the three months ended September 30, 2022, we had net income of $2,281,306, which consisted of a $1,454,500 gain on the change in the fair value of warrant liabilities, a $47,960 unrealized loss on short-term investments held in the Trust Account, and $1,251,524 of interest income, offset by $255,342 in expense and a $217,336 provision for income taxes.

For the nine months ended September 30, 2022, we had net income of $13,174,118, which consisted of a $13,214,963 gain on the change in the fair value of warrant liabilities, a $9,732 unrealized loss on short-term investments held in the Trust Account, and $1,709,000 of interest income, offset by a $1,433,820 in expense and a $325,757 provision for income taxes.

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During the year ended December 31, 2022, we had net income of $15,763,981, which consisted of $1,753,668 in expenses and a $783,546 provision for income taxes, offset by a $14,304,338 gain on the change in the fair value of warrant liabilities, a $57,498 unrealized gain on short term investments held in the Trust Account, and $3,939,359 of interest income.

For the period from March 10, 2021 (inception) through December 31, 2021, we had a net loss of $22,252, which consisted of formation costs, travel costs, and Delaware franchise tax expense.

Liquidity and Capital Resources

As of September 30, 2023, we had cash of $304,554. As of December 31, 2022, we had cash of $510,893. Until the consummation of the IPO, our only source of liquidity was an initial purchase of Banyan Common Stock by the Sponsor and loans from our Sponsor.

On January 24, 2022, we consummated our IPO of 24,150,000 Units, including the issuance of 3,150,000 Units as a result of the underwriters’ exercise of their over-allotment option in full. Each Unit sold consisted of one share of Banyan Class A Common Stock and one-half of one redeemable Banyan Public Warrant, with each whole Banyan Public Warrant entitling the holder thereof to purchase one share of Banyan Class A Common Stock at a price of $11.50 per share, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $241,500,000. Simultaneously with the closing of our IPO, we completed the private placement of 11,910,000 Banyan Private Placement Warrants to the Sponsor, BTIG and I-Bankers, including 1,260,000 Banyan Private Placement Warrants as a result of the underwriters’ exercise of their over-allotment option in full, at a purchase price of $1.00 per Banyan Private Placement Warrant, generating total proceeds to us of $11,910,000.

Following the IPO, the full exercise of the over-allotment option, and the sale of the Banyan Private Placement Warrants, a total of $246,330,000 was placed in the Trust Account, comprised of $237,720,000 of the proceeds from the IPO (which amount includes $9,660,000 of the deferred underwriting discount payable upon consummation of our initial business combination) and $8,610,000 of the proceeds of the sale of the Banyan Private Placement Warrants.

As of September 30, 2023, we had treasury securities held in the Trust Account of $42,423,610 (including approximately $514,356 and $4,405,609 of interest income and $44,693 and $(62,494) of unrealized gain (loss) on U.S. Treasury Bills with a maturity of 185 days or less for the three and nine months ended September 30, 2023, respectively). Interest earned on the balance in the Trust Account may be used by us to pay taxes. Through September 30, 2023, we have withdrawn $2,214,547 of interest earned from the Trust Account to pay taxes.

As of December 31, 2022, we had treasury securities held in the Trust Account of $250,326,857 (including $3,939,359 of interest income and $57,498 of unrealized gain on U.S. Treasury Bills with a maturity of 185 days or less). Interest income on the balance in the Trust Account may be used by us to pay taxes. Through December 31, 2022, we had not withdrawn any interest earned from the Trust Account.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of taxes payable thereon and excluding deferred underwriting commissions) to complete our initial business combination. We may withdraw interest to pay taxes, and we expect the only taxes payable by us out of the funds in the Trust Account will be related to income and franchise taxes, which we expect the interest earned on the amount in the Trust Account will be sufficient to pay. To the extent that shares of our common stock or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of September 30, 2023, we had available to us $304,554 of cash held outside the Trust Account. As of December 31, 2022, we had available to us $510,893 of cash held outside the Trust Account. We intend to use these funds primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of

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prospective target businesses, structure and negotiate and complete an initial business combination and to pay taxes to the extent the interest earned on the Trust Account is not sufficient to pay our taxes.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business prior to our initial business combination, other than any funds available from loans from our Sponsor, its affiliates or members of our management team. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our Sponsor or an affiliate of our Sponsor or certain of our directors and officers may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. Otherwise, such loans may be repaid only out of funds held outside the Trust Account. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Banyan Private Placement Warrants. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.

Additionally, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares upon completion of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination. If we have not consummated our initial business combination within the required time period because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account.

At a reconvened special meeting of stockholders held on April 21, 2023 (the “Extension Meeting”), Banyan’s stockholders approved, and Banyan subsequently adopted, (x) an amendment to the Existing Charter which provided that (i) Banyan shall have the option to extend the period by which it must complete an initial business combination by eight months, from April 24, 2023 to December 24, 2023 and (ii) that each of the holders of shares of Banyan Class B Common Stock shall have the right at any time to convert any and all of their shares of Banyan Class B Common Stock to shares of Banyan Class A Common Stock on a one-for-one basis prior to the closing of an initial business combination, at the election of such holder and (y) an amendment to the Investment Management Trust Agreement (the “Trust Amendment”), which provided that Banyan shall have the right to extend the period by which it must complete an initial business combination by eight months, from April 24, 2023 to December 24, 2023, without having to make any payment to the Trust Account. Additionally, in connection with the Extension Meeting, Banyan and the Sponsor entered into the Non-Redemption Agreements with certain unaffiliated third parties, pursuant to which the Sponsor agreed to transfer an aggregate of 1,018,750 shares of Banyan Class B Common Stock to such third parties immediately following consummation of an initial business combination if such third parties continued to hold certain amounts of Banyan Class A Common Stock through the closing of the Extension Meeting and assuming the charter amendment and the Trust Amendment were adopted.

In connection with the stockholders’ vote at the Extension Meeting, holders of 20,151,313 shares of Banyan Class A Common Stock exercised their right to redeem their shares for cash at an approximate price of $10.42 per share, which resulted in an aggregate payment to such redeeming holders of $210,031,815. As of September 30, 2023 (and inclusive of the payment referenced in the preceding sentence), the Trust Account balance was $42,423,610.

On April 21, 2023, pursuant to the terms of the Existing Charter, the Sponsor converted 2,000,000 shares of Banyan Class B Common Stock held by it on a one-for-one basis into shares of Banyan Class A Common Stock with immediate effect. Following such conversion and taking into account the redemptions described above, there are 5,998,687 shares of Banyan Class A Common Stock issued and outstanding and 5,245,000 shares of Banyan Class B Common Stock issued and outstanding as of the date hereof.

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On December 4, 2023, Banyan filed a definitive proxy statement with the SEC in connection with a special meeting of stockholders to (i) extend the date by which Banyan must complete its initial business combination from December 24, 2023 to January 24, 2024, and to allow Banyan without another stockholder vote, to elect to thereafter extend the date to consummate a business combination on a monthly basis for up to twelve times by an additional one month each time, until January 24, 2025 and (ii) eliminate the limitation that Banyan may not redeem Public Shares to the extent that such redemption would result in Banyan having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act), of less than $5,000,001 in order to allow Banyan to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation. Public Stockholders will have the right to redeem their Public Shares if the proposals presented at the special meeting are approved and implemented.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2023 and December 31, 2022. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities other than an agreement to pay an affiliate of our Sponsor a monthly fee of $10,000 for office space, operational support and secretarial and administrative services. We became contractually obligated to pay these fees on January 19, 2022, and will continue to be contractually obligated to pay these fees monthly until the earlier of the completion of the initial business combination and our liquidation. For the year ended December 31, 2022 and the three and nine months ended September 30, 2023, the Sponsor permanently waived its right to receive such fees from Banyan. The Sponsor expects to continue to permanently waive its rights to receive such fees in future periods.

The IPO Underwriters are entitled to a deferred fee of $0.40 per Unit, or $9,660,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete an initial business combination and certain other conditions are met. On June 22, 2023, Banyan and the IPO Underwriters entered into an agreement to reduce the deferred underwriter commission payable upon consummation of the initial business combination from $9,660,000 to $3,622,500. As such, Banyan has reduced the deferred underwriter fee payable on its condensed consolidated balance sheets to $3,622,500 as of September 30, 2023.

On June 19, 2023, we engaged William Blair as co-placement agent with BTIG in connection with the Business Combination. If the Business Combination is consummated, William Blair will be paid a success fee of $4,000,000. In the event a securities offering is consummated, we will pay the Advisors an aggregate placement fee of 5.00% of the total transaction consideration. No amounts have been accrued for as of September 30, 2023 as they are contingent on the consummation of the Business Combination and securities offering.

Critical Accounting Estimates

The preparation of condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have not identified any critical accounting estimates.

Recent Accounting Standards

In August 2020, the Financial Accounting Standards Board issued ASU No. 2020 06, “Debt — Debt with Conversion and Other Options (Subtopic 470 20) and Derivatives and Hedging — Contracts in Entity’s

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INFORMATION ABOUT PINSTRIPES

Unless the context otherwise requires, any reference in this section of this joint proxy statement/consent solicitation statement/prospectus to the “Company,” “we,” “us,” “our,” or “Pinstripes” refers to Pinstripes and its consolidated subsidiaries prior to the consummation of the Business Combination. Some of the information contained in this section or set forth elsewhere in this joint proxy statement/consent solicitation statement/prospectus, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties.

A Letter From Our Founder, Dale Schwartz

Well, it all started over 50 years ago in a small bowling alley in Cleveland. We always had fun bowling and eating together, and that feeling sparked a journey to recreate those nostalgic and fun connections with family and friends.

Though my career led me to the finance and pharmaceutical industries, the dream of opening a bowling alley always resonated with me. In 1989, I coined the name “Pinstripes,” and in 2007 my passion finally became a reality when we opened our flagship Pinstripes location in Northbrook, Illinois.

The Pinstripes vision was to create a novel dining and entertainment destination where guests could connect in an old-fashioned way, as I did as a child. To execute on this vision, we combine aesthetically beautiful venues, delicious Italian-American cuisine, best-in-class service, the timeless games of bowling and bocce, and banquet space for memorable private events. The winning result: extraordinary and magical celebrations for our guests.

As of today, our passionate team of PinMembers operates thirteen locations, with many more to come, and an immeasurable number of special and joyous connections yet to share.

Dale Schwartz
Founder and CEO

Our Company

Pinstripes is an experiential dining and entertainment concept combining exceptional Italian-American cuisine with bowling, bocce, and private events. We founded Pinstripes in 2007 to create the fun interactions and celebrations that people crave by uniquely combining made-from-scratch dining with the timeless games of bowling and bocce. Every day and everywhere, our passionate and dedicated Pinstripes team is committed to creating extraordinary, magical connections — from the first strike, to the first bite, to the first kiss, to the first laugh — that bring out the best in everyone. Our large-format community venues offer a winning combination of sophisticated fun for the consumer longing for human connectedness across generations, and we deliver a broad range of experiences, from a 300-person wedding in one of our many event spaces, to an intimate date night for two in one of our dining rooms, to a birthday party on our bowling lanes or bocce courts. This ability to offer curated and engaging experiences across a broad range of occasions enables us to generate revenue from numerous sources, including:

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Dining: Made-from-scratch dining features lunch, dinner and weekend brunch menus, beer and wine dinner pairings featuring wineries and local craft breweries, and exceptional service that supports Pinstripes’ top-tier food and beverage offerings.

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Bowling and Bocce: Pinstripes combines the casual elegance of a local bistro serving Italian-American cuisine with the entertainment and excitement of bowling and bocce, providing the perfect venue for competitive socializing with family, friends and co-workers.

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Private Events and Off-Site Events Catering: Dynamic ballrooms and private event spaces provide a wide range of options for our event team members to tailor extraordinarily unique gatherings of 20 to 2,000 people for social events (i.e., weddings, birthdays, bar-mitzvahs, anniversaries) and corporate events (i.e., team-building, board meetings, recruiting and holiday parties). In addition, we provide off-site catering (typically breakfast and lunch) to surrounding businesses and off-site weddings and other celebrations.

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We opened our first Pinstripes location in 2007 in Northbrook, Illinois. Sixteen years later, Pinstripes has become a leading experiential dining and entertainment concept in the country. As of October 26, 2023, we owned and operated 14 restaurants in eight states and Washington D.C., and employed approximately 1,900 team members. When combined with and our robust pipeline of additional locations, we are positioned for significant future growth.

We design and construct large-format locations that are each 26,000 to 38,000 square feet of interior space, plus additional outdoor patio space that includes outdoor dining, bocce courts, fire-pits and decorative fountains. Each location can host over 900 guests at a time, with dining capacity for approximately 300, bar capacity of 75, 11 to 20 bowling lanes, 6 to 12 indoor/outdoor bocce courts and multiple private event spaces that can accommodate groups of 20 to 1,000 people. We generated an average of $8.6 million of revenue per location in our fiscal year ended April 30, 2023 (fiscal 2023), commonly referred to as average unit volumes, or AUV, demonstrating the scale of our operating model and ability to tailor our space in bespoke ways.

The below chart illustrates the breakdowns of our revenues, based on gross sales, by offering, event type and venue type.

The Market Opportunity

Pinstripes provides a “home away from home” where guests can celebrate life while eating delicious food amongst competitive socializing. Despite the increase in virtual connectivity over the last several years, we believe people feel less physically connected than ever before and that they are seeking ways to bring back the human-to-human connections they have lost. We address this problem by offering curated experiences to create meaningful connections, and we believe that Pinstripes operates at the intersection of three dynamic markets with broad consumer appeal: full-service restaurants, out-of-home entertainment and events. According to the Full-Service Restaurants: Global Strategic Business Report, the U.S. full-service restaurant market is estimated to be greater than $400 billion. The out-of-home entertainment market represents over $100 billion of the broader $2.6 trillion global entertainment and media market, per the PWC Report and the IAAPA Report. The events market, comprised of both corporate events and weddings, represents an estimated market of more than $160 billion, according to the AMR Report and the IBISWorld Weddings Report. We believe that consumers are continuing to prioritize spending on experiences, and Pinstripes is well-positioned to capitalize on this shift in consumer preferences.

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Competitive Strengths

A Best-in-Class Experiential Dining and Entertainment Brand

Authentic Bistro Experience

Pinstripes delivers an elevated and distinctive culinary experience by combining high-quality cuisine, an inviting and exciting atmosphere and superior customer service. We offer an extensive bistro menu of Italian-American favorites, ranging from maple-glazed salmon, wood-fired pizzas, pastas and sandwiches to seasonal gelato. Our menu items are served in an upscale casual setting, complete with natural stone, wood floors and custom-made millwork throughout our venue and a visible, wood burning pizza oven. These offerings are complemented by an extensive, award-winning wine list, visible in our 800-bottle wine cellars, a rotating selection of craft beers from local breweries and a broad selection of handcrafted cocktails from our elevated bar program.

Timeless Gaming & Entertainment

Our bistro dining is complemented by our differentiated entertainment offerings of bowling and bocce, which provide a memorable experience that attracts and retains customers. Our Italian-American cuisine offering reflects the respective origins of bocce and bowling, reinforcing the synergy of Italian and American cultures reflected in our concept. Guests are encouraged to indulge in our delicious cuisine and signature cocktails while playing bocce and bowling with their friends, family and coworkers, further strengthening the cultural fusion of our unique bistro and gaming offerings. Our commitment to providing a sophisticated atmosphere for bowlers and bocce players of all skill levels is proven by our meticulously maintained bowling lanes and bocce courts, all with décor that includes carefully selected artwork from local artists, culminating in a truly unforgettable experience for our guests. Our gaming business is highly accretive to our profitability, with 100% gross margin each of fiscal 2023, fiscal 2022 and fiscal 2021.

A Perfect Venue for Any Occasion

Pinstripes is a dining and entertainment venue of choice to host corporate and social private events of all sizes. Each of our 13 locations that have been open for at least one year generally hosts over 1,000 private events per year and can typically accommodate up to 12 simultaneous events. Not only do private events make up a significant portion of our business, but they also serve as a seamless introduction to our unique concept for new customers. The memorable experiences created for new guests through private events naturally translates to returning business to dine and play. Additionally, private events allow for greater revenue visibility through pre-bookings and increase our ability to forecast future sales. Each Pinstripes locations has a dedicated event sales team supporting private events.

Distinctive Offering and Broad Appeal

Pinstripes provides a differentiated offering to consumers by leveraging the seamless integration between our bistro and gaming offerings to deliver one-of-a-kind experiences for our guests. We believe

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Pinstripes provides an unmatched combination of best-in-class dining and experiential entertainment. While there are restaurant brands that focus exclusively on dining, and there are experiential lifestyle and entertainment brands that predominantly focus on entertainment, we believe Pinstripes provides the best of both worlds: scratch-made, chef-driven cuisine with timeless entertainment in an inviting and exciting atmosphere. This unique value proposition attracts a broad range of consumers.

Unique Model Drives Attractive Venue-Level Economics

We have developed a disciplined new venue growth strategy in both new and existing markets, and target certain initial sales, profitability and payback period goals for each new venue opening. We employ a sophisticated, data-based site selection strategy that is highly collaborative with our real estate development partners and focuses on markets with high income and education levels, population density and strong co-tenants. We expect to benefit from a powerful density effect as we continue to open new venues in existing markets, which increases market awareness and generates staffing synergies.

Proven Portability Across Markets

Pinstripes has resonated with consumers across the country. In the sixteen years since the opening of the flagship Northbrook location, Pinstripes has successfully opened twelve additional locations in attractive markets throughout California, Connecticut, District of Columbia, Illinois, Kansas, Maryland, Ohio, and Texas. The brand’s distinctive concept has been well received in each community, as every iconic location features striking interior and exterior designs that are tailored to the local community and the specifics of the development project. As a result, our locations quickly become an integral part of the local community.

Uniquely Attractive Anchor Tenant for Real Estate Developers

We have strategic partnerships with several pre-eminent real estate developers such as Brookfield, Westfield, Macerich, Simon Property Group, HBC US Holdings and O’Connor/LaSalle, which own high quality real estate assets both in the U.S. and abroad, and we intend to source a significant number of our future locations from these partners and others. Recent changes in the retail landscape created a larger void in the mall space and has opened a door for Pinstripes to fill that void at the most prestigious and best trafficked Class A Malls across the country. To date, these and other developers have made a combined minority investment in Pinstripes of $40 million and have further provided us with more than $100 million

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in non-dilutive tenant improvement funding for our nineteen current and under construction locations. These partnerships and the corresponding financial commitment demonstrate the confidence our real estate developer partners have in the longevity and growth prospects of our brand.

Due to the broad appeal of our brand, the diversity and quality of our guest base and the consistently reliable traffic to our venues, we believe our concept is a preferred tenant for real estate developers. Retail developers and landlords have shifted toward experiential concepts to drive traffic. Pinstripes’ unique dining and entertainment concept is appealing to consumers both young and old looking for sophisticated fun, and landlords and developers in the U.S. welcome Pinstripes as a key anchor complementary to other high-quality retail brands. Our locations average 800,000 guest visits per year, benefiting our co-tenants, and our consumer research shows that Pinstripes appeals to an affluent and educated customer base comprised of a balanced mix of male and female adults and families, across ages ranging from four to 85 years old.

Our locations average 30,000 square feet of interior space, are customarily two levels and include an additional 3,000 to 25,000 square feet of outdoor patio space for bocce, fire-pits and dining. Moreover, we have flexibility to build a new, ground-up space or retrofit an existing space to our concept.

Founder-Led, Experienced Team Instilling a Winning Culture

Our experienced and passionate senior management team is led by our Founder and CEO, Dale Schwartz, who has over 40 years of industry experience. Dale is supported by an impressive senior leadership team with highly relevant experience, including Chris Soukup (Chief Operations Officer), Lida Ahn (Chief People Officer), Cesar Gutierrez (Chief Culinary Officer) and Anthony Querciagrossa (Chief Financial Officer). Our senior leadership team contributes powerful industry knowledge and expertise from years of industry experience at leading restaurant and entertainment companies such as Hillstone Restaurant Group, The Cheesecake Factory, J. Alexander’s, Maggiano’s and Lettuce Entertain You Restaurants. Under their leadership, Pinstripes has grown into a leading experiential dining and entertainment brand. The senior leadership team is supported by an experienced, independent board of directors, consisting of industry veterans.

There are approximately 1,900 Pinstripes team members supporting the business as of October 26, 2023. We have developed a powerful culture that serves as a strong foundation for shared success. We have successfully recruited and retained highly skilled individuals across all functions of our business. Our talent pipeline is further augmented by our college recruitment program, which has produced numerous general managers across the organization. The significant investments we’ve made in our team have resulted in multiple layers of organizational leaders, providing us with the ability to scale our business with minimal disruptions to operations. Every team member completes a rigorous training process preparing them to provide best-in-class service to our customers. Our comprehensive approach to talent acquisition and development has resulted in a median executive team tenure of 11 years and strong retention rates of corporate and local team members.

Growth Strategies

We intend to expand our business by executing the following growth strategies:

Open New Venues

Since our first location opened in 2007, we have successfully demonstrated our ability to expand into attractive markets through the opening of new venues, introducing our highly unique concept to millions of new customers across eight states. Our ability to effectively identify and develop new markets is supported by our robust site selection process that focuses on markets with high income and education levels, population density and strong co-tenants. As a uniquely attractive anchor tenant, we partner with the leading real estate developers in the industry.

We opened our Topanga, CA location on September 22, 2023, and we plan to open five other new Pinstripes locations during the remainder of fiscal 2024, increasing our footprint to 19 locations across the country. The next five locations are being developed in Aventura, FL, Coral Gables, FL, Paramus, NJ, Walnut

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Culinary Innovation to Drive Bistro Sales

Pinstripes has a differentiated bistro offering that resonates with consumers. Our dishes and drinks are fun, delicious, made from scratch, and authentic Italian-American. In addition to our current menu of customer favorites, we introduce seasonal chef specials and cocktail surprise and delights that are tailored to each location to add freshness and newness to the menu. We also plan on re-introducing our five-course wine, beer, scotch and tequila dinners to provide an even more comprehensive package of product offerings.

Gaming Innovation to Drive Open Play Sales

We provide our customers with a unique gaming experience, which helps drive traffic to our locations. We plan to continue innovating our gaming offerings to further drive open play sales. We plan to upgrade the décor and design elements in our bowling and bocce areas to augment the experiential excitement. Bowling lanes and bocce courts will also benefit from technological innovation, such as the introduction of projection mapping technology as a visual overlay of the playing areas.

Expand our Social & Corporate Private Events Business

Our private events business is a significant revenue driver. A broad range of customers have their private events at Pinstripes locations, where we deliver a great event experience and support future open play sales by introducing new customers to the brand. We plan to introduce additional teambuilding packages (i.e., cooking classes, wine tastings, etc.) to further expand the menu of private events options. We have also made investments in our private event sales team, enabling the team to continue executing at a high level while also focusing on tourism, convention, and national account markets.

Enhance the Experiential Offerings and Deliver Exceptional Service

Pinstripes consistently delivers an incredible experience with exceptional service, which helps support repeat customers. We are constantly refining our service offerings and customer engagement to optimize the customer experience. We plan to introduce a loyalty program and bowling and bocce gamification, whereby users can play bowling and bocce on a mobile device, to drive the cross-utilization of events and open play, we will continue to refresh the appearances of older locations and we plan to re-introduce bowling and bocce tournaments, limoncello-making contests, and offer more live music.

Increase Brand Awareness

We’ve implemented several corporate and local marketing strategies that we believe will serve as a valuable foundation to increase brand awareness and drive traffic to our one-of-a kind locations across the country. Our corporate marketing initiatives consist of robust monthly marketing strategies highlighting unique offerings such as holiday brunches, bottomless bowling and bocce, location anniversary events and more. We have also made significant improvements to drive digital connectivity with our customers through the redesign of our website, enhancing the user experience and the use of call-to-action elements to engage our customer base. The success of our marketing campaigns is enabled by our comprehensive customer relationship management tool and customer database of approximately 350,000 email addresses to effectively segment our audience and increase engagement. Additionally, we look forward to engaging our loyal customer base by growing our presence on social media platforms such as Instagram, Facebook, LinkedIn, TikTok and X (f/k/a Twitter).

Our local marketing strategies allow us to personalize the customer experience from initial discovery through experiencing our unique dining and entertainment offering firsthand. In each of the nine markets where we are located, we’ve created strong partnerships with developers, influencers, local breweries and more, which allow us to successfully reach consumers who are less receptive to large-scale corporate marketing campaigns. Each location is assigned a team of dedicated marketing ambassadors who increase brand awareness through market-specific channels such as local events, festivals and fairs. We also participate in strategic marketing outreach to local businesses and organizations such as schools, condominiums and corporate offices, which bring our brand front and center throughout consumers’ everyday lives.

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Our diverse multichannel marketing strategy is supported by additional initiatives such as in-venue print and digital graphics, third-party advertising, traditional media (print and direct mail), tourism organization partnerships and more.

Expand Margins Through Continued Operational Improvements and Leveraging Our Infrastructure

As we continue to scale the business, we plan to capitalize on several key operational efficiencies expected to enhance our margin profile including:

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Menu Optimization: We evaluate our core menu every six months and produce analytics on product mix, comparative analysis and guest reviews. Leveraging this data, we routinely optimize our menu by streamlining the item preparation process while maintaining the highest quality for our guests. Additionally, the continued momentum of new, high margin items such as bottomless mimosas, big ballers, tuna poke and more creates exciting opportunities for further margin expansion.

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Operating Efficiencies: Our team has identified multiple opportunities across the organization to improve operational efficiency. We are actively managing costs by changing the pay structure for event sales team members, as well as periodically refining vendor pricing to optimize purchasing. We also plan to capture additional efficiencies through updating hours of operations for busier dayparts and re-evaluating how lanes are assigned to events versus open play to maximize seating.

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Technology Initiatives: Our comprehensive technology ecosystem allows us to leverage real-time data from cloud-based platforms to provide a seamless operational user experience. We continue to look for ways to improve our technology infrastructure as seen by the recent additions of five new technology platforms since 2020: Fourth Analytics, a tool used to warehouse and analyze our data; Micros Simphony, a point of sale system; Olo, an online ordering system, Kickfin, cashless tipping software, and Restaurant 365, an accounting and inventory system. As a result of our significant investment in these tools, we are exceptionally well-equipped to capitalize on our key growth initiatives, including new venue openings, with only a modest amount of additional selling, general and administrative costs.

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Increase Gaming Mix: Gaming is a 100% gross margin business, presenting a significant opportunity to increase our overall profitability. We plan to increase gaming revenue through the enhanced aesthetics of our bowling and bocce areas, the implementation of cutting-edge projection mapping technology to create immersive experiences and the incorporation of innovative variations of bowling such as Angry Birds and Horse to complement our traditional 10-pin bowling offering.

Our Business and Operations

Management

We believe that high-quality management is critical to our long-term success. We issue detailed operations manuals covering all aspects of operations, as well as food and beverage manuals that detail the preparation procedures for our recipes. Each of our locations is managed by that location’s general manager, head chef and event sales team, who collectively manage a total of approximately 100 PinMembers per location. At each location, we have a specialized team focused on event sales, consisting of approximately four to six team members per location, which are responsible for selling, booking, and detailing private events. Each location has approximately four front of the house managers that report to the General Manager, and approximately four sous chefs that report to the Head Chef.

Human Capital Management

Our PinMembers are the heart of our Company. We depend on our PinMembers to provide great service and maintain consistently strong operations. Our ability to attract and retain an engaged and experienced team is critical to the successful execution of our business strategies. While we continue to operate in a competitive labor environment, we believe our culture, policies, and labor practices contribute to strong relations with our PinMembers.

We have assembled a dedicated team that provides exceptional service across a broad range of experiences, providing the foundation for our further growth. This team delivers the Pinstripes experience

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across our nationwide footprint. We have successfully recruited talent from many well-known hospitality and retail companies, and our talent pipeline of future Pinstripes leaders is further augmented by annual recruiting visits to over twenty of the best colleges and universities across the U.S. Throughout the year, we provide substantial training opportunities with a focus on continued development, and we maintain a culture of excellence and team dedication. At the beginning of COVID-19 in the spring of 2020, we had to furlough all 1,435 of our team members for over four months; we were successful in re-hiring over 95% of our salaried team members and were successful in re-hiring many of our hourly team members, attesting to the loyalty of our team and the strength of our culture.

As of October 26, 2023, Pinstripes had approximately 1,900 employees, of whom approximately 1,583 were hourly team members, 258 were managers and 41 were corporate team members. Our culture is guided by our mission statement, which is to maintain a passionate and dedicated team culture that consistently delivers guests extraordinary dining and entertainment experiences. This mission statement is executed by our PinMembers, who are to adhere to the following six commitments:

Positive Mental Attitude: PinMembers exude positive mental attitudes in their interactions with each other and guests. This is shown through their personalities, professionalism, and constant desire to create a positive environment.

Hunger for Knowledge: We believe that our ability to continuously improve stems from our culture of learning. PinMembers constantly strive to gain deeper knowledge not only in food and wine, but also in the subtleties and varieties of what Pinstripes offers the guests.

Teamwork: PinMembers embody the culture of teamwork and camaraderie. Our unique system requires every PinMember to trust each other and to perform at the highest level in order to accommodate every guest’s needs.

Image: PinMembers uphold high standards of professionalism and integrity towards guests and coworkers in every situation

Efficiency: Resources should not be wasted and PinMembers should always work to be efficient. Efficiency increases productivity.

Fun: We believe each PinMember has the ability to create the Pinstripes experience with their personality in order to enhance a fun experience.

We believe we hire the best talent available and retain them by fostering an environment of respect, guided by our core commitments and mission statement. We strive to offer an atmosphere of inclusion and belonging for all. We are committed to providing equal opportunities and seek to ensure equity in hiring, development and advancement.

We invest significant resources to ensure our PinMembers receive best-in-class training in order to maximize their potential. We encourage the career advancement of our PinMembers and encourage internal promotion, with a significant percentage of our managers being formerly hourly wage employees. In addition to seeking to hire from within, we also focus on recruiting graduates from some of the top hospitality management programs across the country by offering competitive compensation and training programs.

Advertising and Marketing

We use advertising and marketing to build awareness and strengthen our brand. Our marketing efforts consist primarily of paid digital advertising (through Google Adwords, Instagram and Facebook), direct mailing, email marketing, newspaper advertising and billboards, and partnerships with social media influencers. In addition, each location has a dedicated four to six-person event sales team. Our special events programs are supported by targeted print and online media plans, as well as promotional incentives at appropriate times during the year. Our event sales team also engages in direct outreach to both potential corporate customers as well as community organizations such as schools, chambers of commerce, churches, synagogues, wedding and private party planners and wedding dress salons to increase awareness of Pinstripes as a private events venue and to generate bookings. In addition, we have online booking to provide additional convenience for our customers to be able to book events.

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When planning the opening of a new location, we focus primarily on hiring an event sales team approximately four to five months prior to opening in order to pre-book events. While we initially focus primarily on private events marketing, we also engage in traditional forms of marketing such as press releases, updating our website to generate excitement about our new location, and partnering with the location’s developer to publicize the opening. We will also routinely hire a local public relations firms to further enhance our marketing efforts in connection with the opening of a new location. On opening day of a new location, we typically host a grand opening party, inviting approximately 1,500 to 2,000 people, including community leaders such as the mayor of the locality. For example, on September 22, 2023, we held a grand opening party for our new Topanga, CA location and received over 2,700 RSVPs. Our advertising and marketing efforts in a new location are tailored to each specific location, with higher spending and focus on locations opening in new states or regions where we do not have other Pinstripes locations and therefore lack awareness of our brand.

We also seek to drive additional traffic to our locations through special events and promotions, such as happy hours, monthly BBQ’s, multi-course dinners with wine or beer pairings, New Year’s Eve, Halloween, Mardi Gras and Super Bowl parties, live music nights, movie nights, Santa Clause meet and greets, influencer fan meet and greets, bowling and bocce tournaments, art exhibitions and wedding showcases with wedding planners

Finally, Pinstripes leverages the power of traditional advertising through hotel programs, digital and print media, coupons and on-site events. By capitalizing on hotel programs, Pinstripes targets hotel guests seeking dining experiences outside their accommodations, offering the convenience of both culinary and gaming entertainment. Traditional advertising plays a pivotal role in our marketing campaign by driving profitability by increasing brand awareness through television, print media, digital platforms, banners, pamphlets, and websites. Additionally, Pinstripes utilizes coupons to entice customers with discounts and value-added benefits and also to boost brand recognition and market presence. Through on-site event marketing campaigns, whether by hosting networking events or partnering with external entities, Pinstripes creates immersive live experiences that enhance brand visibility, loyalty and sales. These events allow for meaningful connections with customers, prospects and partners while showcasing our establishment’s ambiance, cuisine, gaming options and services, fostering brand loyalty and increasing sales. By employing a targeted mix of advertising strategies, we can continue to drive sales and influence customer preferences.

Sourcing and Supply Chain

We believe we have established excellent long-term relationships with our key food product supplier, Sysco, and our key restaurant equipment supplier, Edward Don, which has allowed us to develop a reliable supply chain. We currently plan on continuing to rely on Sysco’s and Edward Don’s nationwide wholesale distribution networks as we execute our expansion plans and open new locations in various parts of the United States, while supplementing with certain other nationwide and local suppliers. As part of our mission to be viewed as a local player despite being a nationwide brand, we continuously curate our wine and craft beer lists, with the goal of offering choices from local wineries, breweries and distilleries at each of our locations.

Food Safety and Quality Assurance

We strive to maintain quality and consistency at our locations through careful training and supervision of personnel and adherence to standards established for food and beverage preparation, maintenance of facilities and conduct of personnel. We are also committed to food safety. We have an extensive food safety site inspection process to ensure food safety across all our locations. Our procedures are designed to mitigate the risk of contamination and food-borne illness and to ensure compliance with regulatory requirements and industry standards. In addition, we perform routine management reviews, third-party health inspections and food safety audits and are subject to random regulatory agency inspections.

Competition

Our competition can be grouped into three main categories: dining and entertainment combination businesses, private events venues and restaurants. Our competitors within the dining and entertainment combination businesses category offer a broad spectrum of entertainment options at various price points.

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Our competition within the private events category includes all of the above-mentioned venues, in addition to hotels and banquet facilities. Our competition within the traditional restaurant industry includes a wide variety of locally owned restaurants and national and regional chains, offering a range from fast casual to upscale dining. We also generally compete for customers’ discretionary entertainment dollars with providers of out-of-home entertainment, including movie theaters, sporting events, bowling alleys, sports activity centers, arcades and entertainment centers, night clubs and theme parks.

We believe there are several key differentiating elements of our brand that create one-of-a-kind experiences for our customers and help position us relative to the competitive landscape. These elements include our authentic, Italian-American bistro experience and award-winning wine list, timeless gaming and entertainment offerings centered around bowling and bocce, and our unique and dynamic gathering spaces designed for a multitude of events including weddings, birthdays, anniversaries, social gatherings, and corporate events.

Seasonality

We operate on a 52-week or 53-week fiscal year that ends on the last Sunday of April. In our 52-week fiscal year, the first, second and third fiscal quarters each contain twelve weeks and the fourth fiscal quarter contains sixteen weeks. In our 53-week fiscal year, the first, second and third fiscal quarters each contain twelve weeks and the fourth fiscal quarter contains seventeen weeks.

Our revenues are influenced by seasonal shifts in consumer spending. Typically, our average sales per location are highest during the holiday season (specifically the period from the last week of November to the second week of January) and summer, and lowest in the winter (excluding the holiday season) and the fall. This seasonality is due to increases in spending and private events during the holiday season, followed by continued increased activity as the weather improves in the spring and summer. The fall and winter are our lowest sales seasons due to the fact that the weather is typically deteriorating and children are returning to school. Additionally, holidays, changes in the economy, severe weather and similar conditions may impact sales volumes seasonally in some operating regions. Because of the historical seasonality of our business and these other factors, financial results for any quarter are not necessarily indicative of the results that may be achieved for the full fiscal year.

Information Technology

We have implemented technology-enabled business solutions to improve financial control, cost management, guest service and employee effectiveness. Our strategy is to fully integrate systems to drive operational efficiencies and enable our teams to focus on operational excellence. All of our locations use computerized management information systems, which we believe are scalable to support our future growth plans. These systems are designed to enable functionality, improve operating efficiencies, provide us with timely access to financial and marketing data and reduce location and corporate administrative time and expense. In addition, our in-location systems are used to process customer orders, credit card payments, employee time-keeping and scheduling.

Pinstripes utilizes Sevenrooms as our online reservation system provider, offering a comprehensive solution for managing reservations across our bowling, bocce, and dining services. With Sevenrooms’ capabilities, we can efficiently handle various types of reservations, ensuring our customers have a seamless experience and booking process. We have also expanded to include online ordering for delivery or pickup; these services may be accessed through our user-friendly website or through our delivery partners, which include UberEats, Doordash, and Postmates. By leveraging technology and strategic partnerships, we aim to expand our customer base and provide a range of convenient options.

We have successfully implemented an array of new technology tools at Pinstripes. Since 2020, we have launched five new technology platforms that have helped us streamline our operations. These include Fourth Analytics, a tool used to warehouse and analyze our data; Micros Simphony, a point of sale system; Olo, an online ordering system, Kickfin, cashless tipping software, and Restaurant 365, an accounting and inventory system. Tripleseat, our event booking system, has been optimized through its integration with Salesforce to reduce manual entry and increase the efficiency of our sales process. We have used KnowledgeForce to run a “secret shopper program,” which is a program where paid guests observe and

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report on their experience at Pinstripes. The program has had a significant impact, with a notable increase in PinMembers’ adherence to certain procedures, from approximately 48% of those observed following the procedures in Q2 of Fiscal Year 2022 to approximately 92% in Q2 of Fiscal Year 2024. The secret shopper program has also led to valuable coaching opportunities. Additionally, the introduction of LinkedIn Navigator has helped our sales team in its outreach efforts by connecting our sales team with decision makers nationwide. To enhance PinMembers’ work-life balance, we have also launched Hotschedules to increase scheduling transparency and offer one day of remote work per week. Lastly, Google Classroom centralizes training programs and reduces the time spent onboarding. Collectively, these technology tools have increased operational efficiency across our business and reflect our dedication to innovation and excellent service delivery.

Our Properties

We do not currently own any real estate, and we lease all of our 14 restaurant locations. The leases typically provide for a base rent plus costs associated with maintenance and taxes and, in some instances, provide for the respective landlord to receive a percentage of the gross receipts above a certain threshold earned at the location governed by such lease. We believe our facilities are adequate and suitable for our current needs, and that suitable additional or alternative space will be available to accommodate our operations when needed. Our corporate offices are located at 1150 Willow Road, Northbrook, IL 60062.

Intellectual Property

As of October 26, 2023, Pinstripes has one domestically registered trademark “Pinstripes”. This trademark is registered in multiple trademark classes, including for restaurant services, food services and non-alcoholic beverages. Pinstripes also owns the domain www.pinstripes.com. Our ability to implement our business plan successfully depends in part on our ability to further build brand recognition using our trademarks, service marks, proprietary products and other intellectual property, including our name and logos and the unique character and atmosphere of our locations. We rely on trademark and trade secret laws, as well as license agreements to protect our intellectual property.

Government Regulations and Environmental Matters

We are subject to extensive federal, state and local government regulation, including those relating to, among others, health care legislation, building and zoning requirements and laws and regulations relating to the preparation and sale of food. Such laws and regulations, including local ordinances, which often vary among jurisdictions, are subject to change from time to time. Failure to comply with these laws and regulations could adversely affect our operating results. Typically, licenses, permits and approvals under such laws and regulations must be renewed annually and may be revoked, suspended or denied renewal for cause at any time if governmental authorities determine that our conduct violates applicable regulations. Failure to obtain or retain food or other licenses and registrations or exemptions would adversely affect the operations of our locations. Although we have not experienced and do not anticipate any significant problems in obtaining required licenses, permits or approvals, any difficulties, delays or failures in obtaining such licenses, permits, registrations, exemptions or approvals could delay or prevent the opening of, or adversely impact the viability of, a location in a particular area. The development and operation of locations depend, to a significant extent, on the selection of suitable sites, which are subject to zoning, land use, environmental, traffic and other regulations and requirements. We are also subject to licensing and regulation by state and local authorities relating to health, sanitation, safety and fire standards. We believe federal and state environmental regulations have not had a material effect on operations, but more stringent and varied requirements of local government bodies with respect to zoning, land use and environmental factors could delay construction and increase development costs for new locations.

We are also subject to the Fair Labor Standards Act, the Immigration Reform and Control Act of 1986 and various federal and state laws governing such matters as minimum wages, overtime, unemployment tax rates, workers’ compensation rates, citizenship requirements and other working conditions. We are also subject to the Americans With Disabilities Act, which prohibits discrimination on the basis of disability in public accommodations and employment, which may require us to design or modify our locations to make reasonable accommodations for disabled persons.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF PINSTRIPES

Unless the context otherwise requires, any reference in this section of this joint proxy statement/consent solicitation statement/prospectus to Pinstripes, Inc., the “Company,” “we,” “us,” “our,” or “Pinstripes” refers to Pinstripes, Inc. and its consolidated subsidiaries prior to the consummation of the Business Combination. You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes and other financial information included elsewhere in this joint proxy statement/consent solicitation statement/prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this joint proxy statement/consent solicitation statement/prospectus, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” sections of this joint proxy statement/consent solicitation statement/prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

We have a 52- or 53- week fiscal year ending on the last Sunday of April. All references to fiscal 2023, fiscal 2022 and fiscal 2021 reflect the results of the 53-week fiscal year ended April 30, 2023, the 52-week fiscal year ended April 24, 2022, and the 52-week fiscal year ended April 25, 2021 respectively. Our first three fiscal quarters are comprised of 12 weeks each, and the fourth quarter 16 weeks, except for fiscal years consisting of 53 weeks for which the fourth quarter will consist of 17 weeks, and end on the 12th Sunday of each quarter (16th Sunday of the fourth quarter, and, when applicable, the 17th Sunday of the fourth quarter).

Overview

Pinstripes is an experiential dining and entertainment concept combining exceptional Italian-American cuisine with bowling, bocce, and private events. Our large-format community venues offer a winning combination of sophisticated fun for the consumer longing for human connectedness across generations, and we deliver a broad range of experiences, from a 300-person wedding in one of our many event spaces, to an intimate date night for two in one of our dining rooms, to a birthday party on our bowling lanes or bocce courts. This ability to offer curated and engaging experiences across a broad range of occasions enables us to generate revenue from numerous sources, including dining, bowling and bocce and private events and off-site events and catering.

As of October 26, 2023, we owned and operated 14 restaurants in eight states and Washington D.C., and employed approximately 1,900 PinMembers. We are highly disciplined in our site selection process, and we design and construct large-format locations that are each 26,000 to 38,000 square feet of interior space, plus additional outdoor patio space that includes outdoor dining, bocce courts, fire-pits and decorative fountains. Each location can host over 900 guests at a time, with dining capacity of approximately 300 guests, bar capacity of 75 guests, 11 to 20 bowling lanes, 6 to 12 indoor/outdoor bocce courts and multiple private event spaces that can accommodate groups of 20 to 1,000 guests. Our locations generated average unit volumes (“AUV”), as further defined below, of $8.6 million for the fiscal year ended April 30, 2023, demonstrating the scale of our operating model and ability to tailor our space in bespoke ways. Our overall revenue growth over the past few years has primarily been driven by increases in same store sales and is expected in the future to be primarily driven by revenues from new location openings and increases in same store sales.

Factors Affecting Our Business

Expanding Footprint

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education levels, population density and strong co-tenants. We expect to benefit from a powerful density effect as we continue to open new venues in existing markets, which increases market awareness and generates staffing synergies.

Macroeconomic Conditions

Consumer spending on food and entertainment outside the home fluctuates with macroeconomic conditions. Consumers tend to allocate higher spending to food outside the home when macroeconomic conditions are stronger, and rationalize spending on food outside the home during weaker economies. While we have been able to partially offset inflation and other increases, such as wage increases, in the costs of core operating resources by gradually increasing menu prices, coupled with more efficient purchasing practices, productivity improvements, and greater economies of scale, there can be no assurance that we will be able to continue to do so in the future. In particular, macroeconomic conditions could make additional menu price increases imprudent. There can be no assurance that future cost increases can be offset by increased menu prices or that increased menu prices will be fully absorbed by our customers without any resulting change to their visit frequencies or purchasing patterns.

Fiscal Calendar and Seasonality

We operate on a 52-week or 53-week fiscal year that ends on the last Sunday of April. In a 52-week fiscal year, the first, second and third fiscal quarters each contain twelve weeks and the fourth fiscal quarter contains sixteen weeks. In a 53-week fiscal year, the first, second and third fiscal quarters each contain twelve weeks and the fourth fiscal quarter contains seventeen weeks.

Our revenues are influenced by seasonal shifts in consumer spending. Typically, our average sales per location are highest during the holiday season (specifically the period from the last week of November to the second week of January) and summer, and lowest in the winter and the fall (other than during the holiday season). This seasonality is due to increases in spending and private events during the holiday season, following by continued increased activity as the weather improves in the spring and summer. The fall and winter are our lowest sales seasons due to the fact that the weather is typically deteriorating and children are returning to school. However, throughout fiscal 2021, a variety of factors, including the impacts of COVID-19 on our business, government actions taken to respond to COVID-19 and to stimulate the United States’ recovery from COVID-19, and changing consumer preferences caused fluctuations in our sales volumes that were different than our typical seasonality. Additionally, holidays, changes in the economy, severe weather and similar conditions may impact sales volumes seasonally in some operating regions.

As a result of these factors and the differences among our fiscal quarters, our quarterly operating results and comparable restaurant sales, as well as our key performance measures, may fluctuate significantly from quarter to quarter and our results for any one quarter are not indicative of any other quarter.

The COVID-19 Pandemic and Other Impacts to our Operating Environment

For much of our fiscal year ended April 25, 2021, the COVID-19 pandemic resulted in a significant reduction in guest traffic due to changes in consumer behavior as public health officials encouraged social distancing and required personal protective equipment. Also, state and local governments mandated restrictions including suspension of dine-in operations, reduced restaurant seating capacity, table spacing requirements, bar closures and additional physical barriers. Once COVID-19 vaccines were approved and moved into wider distribution in the United States in early 2021, public health conditions improved and almost all of the COVID-19 restrictions on businesses eased.

During our fiscal year ended April 24, 2022, increases in the number of cases of COVID-19 throughout the United States including those as a result of the Omicron variant which significantly impacted our locations in January 2022, subjected some of our locations to other COVID-19-related restrictions such as mask and/or vaccine requirements for team members, guests or both. Exclusions and quarantines of PinMembers or groups thereof disrupt an individual location’s operations and often come with little or no notice to the local management. During fiscal 2022, fiscal 2023, and the first quarter of fiscal 2024 along with COVID-19, our operating results were impacted by geopolitical and other macroeconomic events, leading to higher than usual inflation of wages and other cost of goods sold. These events also impacted the availability

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of PinMembers needed to staff our locations and caused additional disruptions in our product supply chain. The market for qualified talent is competitive and we must provide increasingly attractive wages, benefits, and workplace conditions to retain qualified PinMembers, particularly with respect to managerial positions where the pool of qualified candidates can be small. Increases in wage and benefits costs, including as a result of increases in minimum wages, including sub minimum wages applicable to tipped positions, and other governmental regulations affecting labor costs, have significantly increased our labor costs and operating expenses and have made it more difficult to fully staff our restaurants.

The Company continues to monitor and address impacts of the COVID-19 pandemic, including any related governmental actions. Although we believe our operating results will continue to improve as we expand our footprint and continue to implement operating efficiencies, we may incur future expenses related to wage inflation, staffing challenges, product cost inflation and disruptions in the supply chain.

Proposed Business Combination

Pinstripes, Banyan and Merger Sub, entered into the Business Combination Agreement on June 22, 2023, pursuant to which on the Closing Date Pinstripes will merge with and into Merger Sub, with Pinstripes surviving the merger as a wholly owned subsidiary of Banyan.

We expect the Business Combination will have a significant impact on our future reported financial position and results. The most significant changes in our future reported financial position and results are expected to be an estimated net increase in cash in connection with the Business Combination of approximately $55.0 million under each scenario (including the no redemption scenario and maximum redemption scenario) based on the minimum cash condition in the Business Combination Agreement of $75.0 million, the $21.3 million we have raised pursuant to the issuance of Series I Preferred Stock and expectations regarding the contemplated PIPE Financing and approximately $20.0 million of estimated expenses associated with the Business Combination. See the section entitled “Unaudited Pro Forma Condensed Consolidated Combined Financial Information” for more information.

As a consequence of the Business Combination, New Pinstripes will become the successor to an SEC- registered and NYSE-listed company, which will require us to hire additional personnel and implement procedures and processes to address public company regulatory requirements. We expect to incur additional annual expenses as a public company for, among other things, directors’ and officers’ liability insurance, director fees and additional internal and external accounting and legal and administrative resources, including increased audit and legal fees.

Key Performance Metrics

We track the following key business metrics to evaluate our performance, identify trends, formulate financial projections, and make strategic decisions. We believe that these key business metrics provide useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management team. These key business metrics are presented for supplemental informational purposes only, and may be different from similarly titled metrics or measures presented by other companies.

Average Unit Volumes (AUV)

	Fiscal Year Ended
(dollar amounts in millions)	April 30, 2023			April 24, 2022			April 25, 2021
AUV		$	8.6		$	5.9		$	1.9

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Average unit volume (“AUV”) is the total revenue generated by operating Pinstripes locations for the entire fiscal year, divided by the number of operating Pinstripes locations for the entire fiscal year. This measurement allows us to assess, and our investors to understand, changes in guest spending patterns of our restaurants and the overall performance of our existing locations. An increase or decrease in AUV is the result of changes in guest traffic and average guest check. We gather daily sales data and regularly analyze the restaurant traffic counts and the mix of menu items sold to aid in developing menu pricing, product offerings and promotional strategies designed to produce sustainable AUV. When opening locations in new markets, we typically generate significant revenues in the first year of operation as a result of guests wanting to experience a new concept open in the market, and typically continue to generate significant revenues in the second year and years thereafter as our overall brand awareness increases in the surrounding areas, coupled with an increase in many types of private events that are booked months, or years, in advance (i.e., weddings, bar mitzvahs, graduation parties, and others).

Store Labor and Benefits Percentage

	Fiscal Year Ended
(dollar amounts in thousands)	April 30, 2023			April 24, 2022			Percentage Change
Store labor and benefits		$	40,415		$	24,145		67.4%
As a percentage of total revenue			36.3%			31.3%

	12 Weeks Ended
(dollar amounts in thousands)	July 23, 2023			July 17, 2022			Percentage Change
Store labor and benefits		$	9,297		$	9,015		3.1%
As a percentage of total revenue			36.1%			36.1%

Store Labor and Benefits Percentage is store labor and benefits costs measured under GAAP divided by total revenue.

Same Store Sales Growth

Fiscal Year Ended

April 30,
2023

April 24,
2022

April 25,
2021

Same Store Sales Growth

44.3%

N/A

Store Base

N/A

Twelve Weeks Ended

July 23,
2023

July 17,
2022

July 18,
2021

Same Store Sales Growth

3.0%

54.5%

N/A

Store Base

Same store sales growth refers to the change in year-over-year sales for the comparable store base. We include stores in the comparable store base that have been in operation for at least 12 full months prior to the accounting period presented. The COVID-19 pandemic impacted our store operations in fiscal year 2021 and resulted in stores being closed or capacity severely limited during our fiscal year 2021. Therefore, our stores were not comparable until the first quarter of fiscal year 2023, and therefore comparable same store sales growth can only be measured for the period beginning first quarter of fiscal year 2023.

Since opening new stores will be a significant component of our sales growth, comparable restaurant sales growth is only one measure of how we evaluate our performance.

Number of Store Openings

The number of store openings reflects the number of stores opened during a particular reporting period. Before we open new stores, we incur pre-opening expenses. The number and timing of store

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openings has had, and is expected to continue to have, an impact on our results of operations. For the fiscal year ended April 30, 2023 and April 24, 2022 we have not had new store openings. For the twelve weeks ended July 23, 2023 we did not have new store openings.

Components of Results of Operations

Revenue

We recognize food and beverage revenue, net of discounts and incentives, when payment is tendered at the point of sale as the performance obligation has been satisfied. Food and beverage revenues include the sale of food and beverage products. Recreation revenue includes bowling and bocce sales. Revenues are recognized net of discounts and taxes. Event deposits received from guests are deferred and recognized as revenue when the event is held. Events sales consisting of charges for bowling or bocce play are recognized as “recreation revenue,” while all other event sales are recognized as “food and beverage revenue.”

We sell gift cards, which do not have expiration dates and do not deduct non-usage fees from outstanding gift card balances. We record gift card sales as a liability and recognized as revenue upon redemption by the customer. For unredeemed gift cards that we expect to be entitled to breakage and for which there is no legal obligation to remit the unredeemed gift card balances to the relevant jurisdictions, we recognize expected breakage as revenue in proportion to the pattern of redemption by the customers. The determination of the gift card breakage is based on our specific historical redemption patterns.

Revenues are reported net of sales tax collected from customers. Sales tax collected is included in other accrued liabilities on the Consolidated Balance Sheets until the taxes are remitted to the appropriate taxing authorities.

Restaurant Operating Costs

Cost of food and beverage

The components of food and beverage are variable in nature, increase as sales volumes increase and are influenced by sales mix, commodity costs, and inflation.

Store labor and benefits

Store labor and benefits consists of all restaurant-level management and hourly labor costs including salaries, wages, benefits, bonuses, and payroll taxes. Corporate-level employees are otherwise classified within general and administrative expenses on the consolidated statements of operations.

Factors that influence labor costs include minimum wage and payroll tax legislation, health care costs, and size and location of our stores.

Store occupancy costs, excluding depreciation

Store occupancy costs, excluding depreciation, consists of rent expense, common area maintenance costs, real estate taxes, and utilities.

Other store operating expenses, excluding depreciation

Other store operating expenses include other operating expenses incidental to operating our locations, such as third-party delivery fees, non-perishable supplies, repairs and maintenance, credit card fees and property insurance.

Operating Expenses

General and administrative expenses

General and administrative expenses consist primarily of operations, finance, advertising, legal, human resources, administrative personnel, and other personnel costs that support development and operations, as well as stock-based compensation expense.

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Results of Operations

We operate in one operating and reportable segment.

Comparison of twelve weeks ended July 23, 2023 and twelve weeks ended July 17, 2022

The following table summarizes our results of operations for the first quarter of fiscal year 2024 and the first quarter of fiscal year 2023:

	Twelve Weeks Ended						Dollar Change			Percentage Change
(dollar amounts in thousands)	July 23, 2023			July 17, 2022			Dollar Change			Percentage Change
Food and beverage revenues		$	20,517		$	20,400		$	117		0.6%
Recreation revenues			5,223			4,582			641		14.0%
Total revenue			25,740			24,982			758		3.0%
Cost of food and beverage			4,438			4,429			9		0.2%
Store labor and benefits			9,297			9,015			282		3.1%
Store occupancy costs, excluding depreciation			1,007			4,029			(3,022)		(75.0)%
Other store operating expenses, excluding depreciation			4,422			4,314			108		2.5%
General and administrative expenses			3,528			3,999			(471)		(11.8)%
Depreciation expense			1,644			1,853			(209)		(11.3)%
Pre-opening expenses			2,277			526			1,751		332.9%
Operating loss			(873)			(3,183)			2,310		(72.6)%
Interest expense			(1,692)			(192)			(1,500)		781.3%
Loss on change in fair value of warrant liability			(409)			—			(409)		(100.0)%
Gain on debt extinguishment			—			8,458			(8,458)		(100.0)%
Loss before income taxes			(2,974)			5,083			(8,057)		(158.5)%
Income tax expense			72			48			24		50.0%
Net income (loss)		$	(3,046)		$	5,035		$	(8,801)		(160.5)%

Revenue

The increase in revenue for the first quarter of fiscal 2024 compared to the first quarter of fiscal 2023 was primarily due to the increase in foot traffic and customer visits at our existing locations, contributing 50% of the increase in revenue in the first quarter of fiscal 2024 compared to the first quarter of fiscal 2023. In addition, revenue also benefited from strategic and modest price increases during this time, contributing 50% of the increase in revenue for the first quarter of fiscal 2024 compared to the first quarter of fiscal 2023.

Restaurant Operating Costs

Cost of food and beverage

	12 Weeks Ended
(dollar amounts in thousands)	July 23, 2023			July 17, 2022			Percentage Change
Cost of food and beverage		$	4,438		$	4,429		0.2%
As a percentage of total revenue			17.2%			17.7%

The increase in food and beverage costs for the first quarter of fiscal 2024 compared to the first quarter of fiscal 2023 was entirely due to an increase in food and beverage sales which was partially offset by reduced food and beverage costs of approximately $123,870 as efficiency efforts began in fiscal 2024.

As a percentage of revenue, the decrease in food and beverage costs for the first quarter of fiscal 2024 compared to the first quarter of fiscal 2023 was primarily due to efficiencies resulting from (i) an increase in

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event sales, which generally result in higher margins due to a favorable pricing model, scale and simplicity of menus, and (ii) the use of a higher percentage of lower-cost spirit sales versus beer and wine.

Store labor and benefits

	12 Weeks Ended
(dollar amounts in thousands)	July 23, 2023			July 17, 2022			Percentage Change
Store labor and benefits		$	9,297		$	9,015		3.1%
As a percentage of total revenue			36.1%			36.1%

The increase in store labor and benefits expenses for the first quarter of fiscal 2024 compared to the first quarter of fiscal 2023 was primarily due to an increased number of hourly employees to meet increased demand and customer traffic and an increased number of event sales employees in connection with the growth of our private events operations.

As a percentage of revenue, store labor and benefits expenses remained unchanged for the first quarter of fiscal 2024 compared to the first quarter of fiscal 2023 due to the increase in store labor and benefits expenses, offset by an increase in revenue.

Store occupancy costs, excluding depreciation

	12 Weeks Ended
(dollar amounts in thousands)	July 23, 2023			July 17, 2022			Percentage Change
Store occupancy costs, excluding depreciation		$	1,007		$	4,029		(75.0)%
As a percentage of total revenue			3.9%			16.1%

The decrease in store occupancy costs, excluding depreciation for the first quarter of fiscal 2024 compared to the first quarter of fiscal 2023 was primarily due to the impact of the amendment of our lease agreement entered in June 2023 for our Georgetown location resulting in a reduction of occupancy cost in the period of $3,281,265, offset by modest increases in common area maintenance charges at various locations due to normal increases in operating costs passed on by various landlords pursuant to our leases, as well as modest increases in real estate taxes for similar locations.

As a percentage of revenue, the decrease in store occupancy costs, excluding depreciation for fiscal 2024 compared to fiscal 2023 was primarily due to the Georgetown lease restructuring and an increase in sales in the first quarter of fiscal 2024 compared to the first quarter of fiscal 2023.

Other store operating expenses, excluding depreciation

	12 Weeks Ended
(dollar amounts in thousands)	July 23, 2023			July 17, 2022			Percentage Change
Other store operating expenses, excluding depreciation		$	4,422		$	4,314		2.5%
As a percentage of total revenue			17.2%			17.3%

The increase in other store operating expenses, excluding depreciation for the first quarter of fiscal 2024 compared to the first quarter of fiscal 2023 was primarily due to overall store supply and location infrastructure expenses increasing due to increased utilization and inflation driven cost increases.

As a percentage of revenue, the decrease in other store operating expenses, excluding depreciation for the first quarter of fiscal 2024 compared to the first quarter of fiscal 2023 was primarily due to an increase in sales, as well as benefits from various strategic initiatives to reduce operating expenses, such as a modest reduction in store hours, reduction of various supply costs, and other cost saving initiatives.

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General and administrative expenses

	12 Weeks Ended
(dollar amounts in thousands)	July 23, 2023			July 17, 2022			Percentage Change
General and administrative expenses		$	3,528		$	3,999		(11.8)%
As a percentage of total revenue			13.7%			16.0%

The decrease in general and administrative expenses for the first quarter of fiscal 2024 compared to the first quarter of fiscal 2023 was primarily due to reductions in consulting and legal fees as compared to fiscal 2023.

As a percentage of revenue, the decrease in general and administrative expenses for the first quarter of fiscal 2024 compared to the first quarter of fiscal 2023 was primarily due to the reductions discussed in the preceding paragraph and an increase in sales.

Depreciation expense

	12 Weeks Ended
(dollar amounts in thousands)	July 23, 2023			July 17, 2022			Percentage Change
Depreciation expense		$	1,644		$	1,853		(11.3)%
As a percentage of total revenue			6.4%			7.4%

The decrease in depreciation expense for the first quarter of fiscal 2024 compared to the first quarter of fiscal 2023 was primarily due to a change in our fixed asset depreciation schedule, most notably assets being fully depreciated and removed from the schedule.

As a percentage of revenue, the decrease in depreciation expense for the first quarter of fiscal 2024 compared to the first quarter of fiscal 2023 was primarily due to an increase in sales.

Pre-opening expenses

	12 Weeks Ended
(dollar amounts in thousands)	July 23, 2023			July 17, 2022			Percentage Change
Pre-opening expenses		$	2,277		$	526		332.9%
As a percentage of total revenue			8.8%			2.1%

The increase in pre-opening expenses for the first quarter of fiscal 2024 compared to the first quarter of fiscal 2023 was primarily due to training and hiring, marketing and legal expenses associated with the opening of the planned six new venues scheduled to open in fiscal 2024 compared to one new location in fiscal 2023.

Interest expense

	12 Weeks Ended
(dollar amounts in thousands)	July 23, 2023			July 17, 2022			Percentage Change
Total interest expense		$	(1,692)		$	(192)		781.3%
As a percentage of total revenue			6.6%			0.8%

The increase in interest expense for the first quarter of fiscal 2024 compared to the first quarter of fiscal 2023 was primarily due to an increase in indebtedness near the end of the first quarter of fiscal 2023.

As a percentage of revenue, the interest expense for the first quarter of fiscal 2024 increased due to the increase in indebtedness as compared to the first quarter of fiscal 2023.

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Comparison of Fiscal Year 2023 and Fiscal Year 2022

The following table summarizes our results of operations for fiscal year 2023 and fiscal year 2022:

	Fiscal Year Ended
(dollar amounts in thousands)	April 30, 2023			April 24, 2022			Dollar Change			Percentage Change
Food and beverage revenues		$	87,467		$	63,650			23,817		37.4%
Recreation revenues			23,806			13,448			10,358		77.0%
Total revenue			111,273			77,098			34,175		44.3%
Cost of food and beverage			18,968			16,027			2,941		18.4%
Store labor and benefits			40,415			24,145			16,270		67.4%
Store occupancy costs, excluding depreciation			18,375			12,592			5,783		45.9%
Other store operating expenses, excluding depreciation			18,655			14,531			4,124		28.4%
General and administrative expenses			13,205			12,316			889		7.2%
Depreciation expense			8,086			8,818			(732)		(8.3)%
Impairment loss			2,363			—			2,363		100.0%
Pre-opening expenses			4,935			—			4,935		100.0%
Operating loss			(13,729)			(11,331)			(2,398)		(21.2)%
Interest expense			(1,946)			(1,348)			(598)		44.4%
Other expense			(13)			—			(13)		100.0%
Gain on debt extinguishment			8,355			2,800			5,555		198.4%
Loss before income taxes			(7,333)			(9,879)			2,546		(25.8)%
Income tax expense			192			38			154		405.3%
Net loss		$	(7,525)		$	(9,917)		$	2,392		24.1%

Revenue

The increase in revenue in fiscal 2023 compared to fiscal 2022 was primarily due to the increase in foot traffic and customer visits at our existing locations, contributing 70% of increase in revenue in fiscal 2023 compared to fiscal 2022, following the continued abatement of the COVID-19 pandemic and associated roll-backs of state and local government mandated restrictions and closures that began in the spring of 2022. In addition, revenue also benefited from strategic and modest price increases during this time contributing 30% of increase in revenue in fiscal 2023 compared to fiscal 2022. In particular, three of our locations that opened shortly before the COVID shutdown in March 2020 (the Houston, San Mateo and Norwalk locations) increased same store revenues and same store recreation revenues by 41.6% and 64.0% on average year over year, respectively, and the remaining ten locations benefited from pent up demand for experiential offerings, with same store revenue increasing 45.0% on average year over year and same store recreation revenue increasing 78.7% on average year over year in such stores. There were no new locations opened in fiscal 2022 or fiscal 2023. Same store revenue is defined as the period-over-period sales comparison for Pinstripes locations that have been open for 365 days or longer. Same store recreation revenue refers to revenue generated exclusively from our gaming offerings, bowling and bocce, for Pinstripes locations that have been open for 365 days or longer.

Restaurant Operating Costs

Cost of food and beverage

	Fiscal Year Ended
(dollar amounts in thousands)	April 30, 2023			April 24, 2022			Percentage Change
Cost of food and beverage		$	18,968		$	16,027		18.4%
As a percentage of total revenue			17.0%			20.8%

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The increase in food and beverage costs for fiscal 2023 compared to fiscal 2022 was primarily due to an increase in food and beverage sales, as well as minor commodity price increases. Because of our diverse menu mix and the scratch nature of our kitchens, we are not significantly impacted by an increase in any particular food product (as opposed to increases in prices generally) and the ingredients we purchase are not affected by labor cost increases to the same extent as more heavily processed products.

As a percentage of revenue, the decrease in food and beverage costs for fiscal 2023 compared to fiscal 2022 was primarily due to efficiencies resulting from (i) an increase in event sales, which generally result in higher margins due to a favorable pricing model, scale and simplicity of menus, (ii) the reduction of the number of menu items and the strategic reduction in the number of ingredients in various dishes as a result of cross-utilization of product, and (iii) the use of a higher percentage of lower-cost spirit sales versus beer and wine.

Store labor and benefits

	Fiscal Year Ended
(dollar amounts in thousands)	April 30, 2023			April 24, 2022			Percentage Change
Store labor and benefits		$	40,415		$	24,145		67.4%
As a percentage of total revenue			36.3%			31.3%

The increase in store labor and benefits expenses for fiscal 2023 compared to fiscal 2022 was primarily due to an increased number of hourly employees to meet increased demand and customer traffic, an increased number of event sales employees in connection with the growth of our private events operations, coupled with increased training and hiring costs associated with re-staffing efforts following COVID-19, higher wages in various markets and the fact that the Company did not receive Employee Retention Credits (“ERC”) under the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) in fiscal 2023, as compared to $7.9 million of ERC received in fiscal 2022.

As a percentage of revenue, the increase in store labor and benefits expenses for fiscal 2023 compared to fiscal 2022 was primarily due to the normalization of operations and sales following COVID-19 (with no closures due to COVID-19), the re-hiring and associated higher training costs associated with resuming operations following COVID-19 and higher wages in various markets; and various incremental training costs associated with preparations related to new store openings planned for fiscal 2024, partially offset by an increase in sales.

Store occupancy costs, excluding depreciation

	Fiscal Year Ended
(dollar amounts in thousands)	April 30, 2023			April 24, 2022			Percentage Change
Store occupancy costs, excluding depreciation		$	18,375		$	12,592		45.9%
As a percentage of total revenue			16.5%			16.3%

The increase in store occupancy costs, excluding depreciation for fiscal 2023 compared to fiscal 2022 was primarily due to modest increases in common area maintenance charges at various locations due to normal increases in operating costs passed on by various landlords pursuant to our leases, as well as modest increases in real estate taxes for similar locations.

As a percentage of revenue, the decrease in store occupancy costs, excluding depreciation for fiscal 2023 compared to fiscal 2022 was primarily due to an increase in sales.

Other store operating expenses, excluding depreciation

	Fiscal Year Ended
(dollar amounts in thousands)	April 30, 2023			April 24, 2022			Percentage Change
Other store operating expenses, excluding depreciation		$	18,655		$	14,531		28.4%
As a percentage of total revenue			16.8%			18.8%

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The increase in other store operating expenses, excluding depreciation for fiscal 2023 compared to fiscal 2022 was primarily due to increased credit card fees and an increase in packaging (e.g. “to go” containers and pizza boxes), cleaning and other supply costs due to higher utilization and inflation driven cost increases.

As a percentage of revenue, the decrease in other store operating expenses, excluding depreciation for fiscal 2023 compared to fiscal 2022 was primarily due to an increase in sales, as well as benefits from various strategic initiatives to reduce operating expenses, such as a modest reduction in store hours, reduction of various supply costs, and other cost saving initiatives.

General and administrative expenses

	Fiscal Year Ended
(dollar amounts in thousands)	April 30, 2023			April 24, 2022			Percentage Change
General and administrative expenses		$	13,205		$	12,316		7.2%
As a percentage of total revenue			11.9%			16.0%

The increase in general and administrative expenses for fiscal 2023 compared to fiscal 2022 was primarily due to an increase in audit fees and accounting consulting fees of $0.8 million, an increase in marketing costs to reestablish awareness coming out of COVID-19 and drive customer traffic and an increase in corporate labor costs of $0.7 million.

As a percentage of revenue, the decrease in general and administrative expenses for fiscal 2023 compared to fiscal 2022 was primarily due to an increase in sales.

Depreciation expense

	Fiscal Year Ended
(dollar amounts in thousands)	April 30, 2023			April 24, 2022			Percentage Change
Depreciation expense		$	8,086		$	8,818		(8.3)%
As a percentage of total revenue			7.3%			11.4%

The decrease in depreciation expense for fiscal 2023 compared to fiscal 2022 was primarily due to a change in our fixed asset depreciation schedule.

As a percentage of revenue, the decrease in depreciation expense for fiscal 2023 compared to fiscal 2022 was primarily due to an increase in sales.

Impairment loss

	Fiscal Year Ended
(dollar amounts in thousands)	April 30, 2023			April 24, 2022			Percentage Change
Impairment loss		$	2,363		$	—		100.0%
As a percentage of total revenue			2.1%			—

The impairment loss increased to $2.4 million for fiscal year 2023, compared to no amounts recorded in fiscal year 2022. The fiscal year 2023 charges consisted of impairment of a certain location’s assets as described below.

As a result of our annual long-lived asset impairment assessment as of April 30, 2023, we recorded a long-lived asset impairment charge of $2.4 million related to the non-cash impairment of property and equipment specific to our Norwalk location. The non-cash charges included $1.7 million for leasehold improvements and $0.7 million for furniture, fixtures, and equipment specific to the Norwalk location. There were no indicators of impairment for any other locations.

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Our income tax expense has to date not been material.

Net Loss

	Fiscal Year Ended
(dollar amounts in thousands)	April 30, 2023			April 24, 2022			Percentage Change
Net loss		$	(7,525)		$	(9,917)		24.1%

The decrease in net loss for fiscal 2023 compared to fiscal 2022 was primarily due to the factors described above.

Comparison of Fiscal Year 2022 and Fiscal Year 2021

The following table summarizes our results of operations for fiscal 2022 and fiscal 2021:

	Fiscal Year Ended
(dollar amounts in thousands)	April 24, 2022			April 25, 2021			Dollar Change			Percentage Change
Food and beverage revenues		$	63,650		$	20,791			42,859		206.1%
Recreation revenue			13,448			4,226			9,222		218.2%
Total revenue			77,098			25,017			52,081		208.2%
Cost of food and beverage			16,027			6,697			9,330		139.3%
Store labor and benefits			24,145			10,776			13,369		124.1%
Store occupancy costs, excluding depreciation			12,592			14,920			(2,328)		(15.6)%
Other store operating expenses, excluding depreciation			14,531			7,037			7,494		106.5%
General and administrative expenses			12,316			6,320			5,996		94.9%
Depreciation expense			8,818			8,805			(13)		(0.1)%
Operating loss			(11,331)			(29,538)			18,207		(61.6)%
Interest expense			(1,348)			(835)			(513)		61.4%
Gain on debt extinguishment			2,800			388			2,412		621.6%
Loss before income taxes			(9,879)			(29,985)			20,106		(67.1)%
Income tax expense			38			13			25		192.3%
Net loss		$	(9,917)			(29,998)		$	20,081		(66.9)%

Revenue

The increase in revenue in fiscal 2022 compared to fiscal 2021 primarily due to the increase in foot traffic and customer visits at our existing locations following the initial roll-back of state and local government mandated restrictions and closures related to the COVID-19 pandemic. In addition, revenue also benefited from strategic and modest price increases during this time contributing less than 10% of increase in revenue in fiscal 2022 compared to fiscal 2021. In particular, three of our locations that opened shortly before the COVID-19 shutdown in March 2020 (the Houston, San Mateo and Norwalk locations) increased same store revenues and same store recreation revenues by 271.7% and 269.4% on average year over year, respectively, and the remaining ten locations benefited from pent up demand for experiential offerings, with same store revenue increasing 194.4% on average year over year and same store recreation revenue increasing 190.1% on average year over year in such stores. There were no new locations opened in fiscal 2021 or fiscal 2022. Same store revenue is defined as the period-over-period sales comparison for Pinstripes locations that have been open for 365 days or longer. Same store recreation revenue refers to revenue generated exclusively from our gaming offerings, bowling and bocce, for Pinstripes locations that have been open for 365 days or longer.

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Restaurant Operating Costs

Cost of food and beverage

	Fiscal Year Ended
(dollar amounts in thousands)	April 24, 2022			April 25, 2021			Percentage Change
Cost of food and beverage		$	16,027		$	6,697		139.3%
As a percentage of total revenue			20.8%			26.8%

The increase in food and beverage costs for fiscal 2022 compared to fiscal 2021 was primarily due to an increase in food and beverage sales, as well as occasional commodity price increases. Because of our diverse menu mix and the scratch nature of our kitchens, we are not significantly impacted by an increase in any particular food product (as opposed to increases in prices generally) and the ingredients we purchase are not affected by labor cost increases to the same extent as more heavily processed products.

As a percentage of revenue, the decrease in food and beverage costs for fiscal 2022 compared to fiscal 2021 was primarily due to (i) an increase in event sales, which generally result in higher margins due to a favorable pricing model, scale and simplicity of menus, (ii) the reduction of the number of menu items and the strategic reduction in the number of ingredients in various dishes as a result of cross-utilization of product, and (iii) the use of a higher percentage of lower-cost spirit sales versus beer and wine.

Store labor and benefits

	Fiscal Year Ended
(dollar amounts in thousands)	April 24, 2022			April 25, 2021			Percentage Change
Store labor and benefits		$	24,145		$	10,776		124.1%
As a percentage of total revenue			31.3%			43.1%

The increase in store labor and benefits expenses for fiscal 2022 compared to fiscal 2021 was primarily due to sales increases, as costs associated with team members returning to work, and the wage inflation costs of hiring team members during COVID-19, partially offset by ERC of $7.9 million in fiscal 2022 as compared to ERC of $4.0 million in fiscal 2021.

As a percentage of revenue, the decrease in store labor and beverage expenses for fiscal 2022 compared to fiscal 2021 was primarily due to increased sales as COVID-19 receded and state and local government mandated restrictions and closures were rolled-back.

Store occupancy costs, excluding depreciation

	Fiscal Year Ended
(dollar amounts in thousands)	April 24, 2022			April 25, 2021			Percentage Change
Store occupancy costs, excluding depreciation		$	12,592		$	14,920		(15.6)%
As a percentage of total revenue			16.3%			59.6%

The decrease in store occupancy costs, excluding depreciation for fiscal 2022 compared to fiscal 2021 was primarily due to COVID-19 related amendments to our operating leases that resulted in partial rent abatement for select locations.

As a percentage of revenue, the decrease in store occupancy costs, excluding depreciation for fiscal 2022 compared to fiscal 2021 was primarily due to the above and increased sales.

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Gain on debt extinguishment

	Fiscal Year Ended
(dollar amounts in thousands)	April 24, 2022			April 25, 2021			Percentage Change
Gain on debt extinguishment		$	2,800		$	388		621.6%
As a percentage of total revenue			3.6%			1.6%

The increase in gain on debt extinguishment for fiscal 2022 compared to fiscal 2021 was primarily due to the forgiveness of $2.8 million principal amount of one of our PPP Loans in fiscal 2022.

Loss before income taxes

	Fiscal Year Ended
(dollar amounts in thousands)	April 24, 2022			April 25, 2021			Percentage Change
Loss before income taxes		$	(9,879)		$	(29,985)		(67.1)%

The decrease in loss before income taxes for fiscal 2022 compared to fiscal 2021 was primarily due to the factors described above.

Income Tax Expense

	Fiscal Year Ended
(dollar amounts in thousands)	April 24, 2022			April 25, 2021			Percentage Change
Income Tax Expense		$	38		$	13		192.3%
As a percentage of total revenue			—			—

The increase in income tax expense for fiscal 2022 compared to fiscal 2021 was not material.

Net Loss

	Fiscal Year Ended
(dollar amounts in thousands)	April 25, 2022			April 25, 2021			Percentage Change
Net loss		$	(9,917)		$	(29,998)		(66.9)%

The decrease in net loss for fiscal 2022 compared to fiscal 2021 was primarily due to the factors described above.

Liquidity and Capital Resources

To date, we have funded our operations through proceeds received from previous common stock and preferred stock issuances, through borrowings under various lending commitments and through cash flow from operations. As of July 23, 2023 and April 30, 2023 we had $17.6 million and $8.4 million in cash and cash equivalents, respectively. In fiscal 2023, we borrowed $22.5 million under a loan facility (the “Silverview Facility”) with Silverview Credit Partners LP (“Silverview”) and have access to second tranche in the amount of $12.5 million through the Silverview Facility. In fiscal 2023 we borrowed $11.5 million under an equipment loan facility with Granite Creek Partners. In the first quarter of fiscal 2024, we borrowed an additional $6.0 million under such facilities. If we are unable to generate positive operating cash flows, additional debt and equity financings may be necessary to sustain future operations, and there can be no assurance that such financing will be available to us on commercially reasonable terms, or at all.

Historically, our primary liquidity and capital requirements have been for new location development, initiatives to improve the customer experience in our locations, working capital and general corporate needs. We have not required significant working capital because landlords have provided substantial tenant

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improvement allowances for construction, customers generally pay using cash or credit and debit cards and, as a result, our operations do not generate significant receivables. We have benefitted from tenant improvement allowances. Additionally, our operations do not require significant inventories due, in part, to our use of numerous fresh ingredients, and we are able to sell most of our inventory items before payment is due to the supplier of such items.

In the first quarter of fiscal 2024, we completed the closing of $19.9 million of Series I Convertible Preferred Stock, representing the sale of an aggregate of 795,448 shares of our Series I Convertible Preferred Stock at a purchase price of $25.00 per share. Based on our current operating plan, we believe our existing cash and cash equivalents, remaining availability under the Silverview Facility, and additional tenant improvement allowances will be sufficient to fund our operating lease obligations, capital expenditures, and working capital needs for at least the next 12 months following the date of this joint proxy statement/consent solicitation statement/prospectus.

To the extent we complete the Business Combination, we expect the additional cash expected to be available upon the Closing of the Business Combination (including from the anticipated PIPE Financing, cash available from the Trust Account, and/or additional issuances of Series I Convertible Preferred Stock, net of transaction related expenses) will facilitate further growth in our business, including through the development of additional locations.

Indebtedness

As of July 23, 2023 and April 30, 2023, we had an aggregate of $37.5 million and $37.3 million of indebtedness outstanding under a variety of credit facilities and other instruments, respectively. On March 7, 2023, we borrowed $22.5 million under the Silverview Facility (the “Silverview Term Loan”), which loan is disbursable in two tranches and matures on June 7, 2027. On April 19, 2023, we borrowed $11.5 million under a term loan with GCP II Agent, LLC (the “Granite Creek Term Loan”), which loan matures on April 19, 2028. Subsequent to the first quarter of fiscal 2024, we borrowed an additional $7.5 million under such facilities. The proceeds of the Granite Creek Term Loan were used to finance the purchase of furniture, trade fixtures, equipment and other personal property in connection with five of our new locations (the “Purchased FF&E”). We may enter into further equipment financings from time to time. On June 4, 2021, we issued $5.0 million aggregate principal amount of convertible notes. During Fiscal 2021, we borrowed a total of $3.3 million of PPP Loans, of which $500,000 remained outstanding as of July 23, 2023. For further discussion of our indebtedness, see “Indebtedness of Pinstripes.”

Redeemable Convertible Preferred Stock

As of July 23, 2023, we had nine classes of preferred stock: Series A, B, C, D, E, F, G, H and I (collectively, the “Preferred Stock”). In the first quarter of fiscal 2024, we completed the closing of the sale of an aggregate of 795,448 shares of our Series I Convertible Preferred Stock at a purchase price of $25.00 per share. The common stock and Preferred Stock vote on all matters as one class, with each share of common stock and each share of the Preferred Stock being entitled to one vote, and all have a par value of $0.01. There are a total of 25,000,000 shares authorized for all issuances of the Preferred Stock. Each share of each series of Preferred Stock may be converted at any time into shares of common stock at a ratio of one to one. We expect that each share of Preferred Stock will be converted to a share of common stock in connection with the Business Combination.

Warrants

As of July 23, 2023, April 30, 2023, April 24, 2022 and April 25, 2021 we had 483,649, 483,649, 131,006 and 186,797, respectively, of warrants outstanding with certain financing providers in connection with the issuance of certain debt and leasing obligations and other service providers. Upon surrender of the warrants, the holder is entitled to purchase one share of the Company’s common stock at the predetermined exercise price, as defined in the warrant agreement, ranging from $0.01 to $10.00. The warrants expire at the earlier of 10 years from the date of issue (various dates during fiscal years 2022 through 2028) or upon consummation of an initial public offering by the Company or certain other company transactions. During the first quarter of fiscal 2024, there were no warrants exercised. During the fiscal year ended April 30, 2023, there were no warrants exercised. During the fiscal year ended April 24, 2022, 55,791 warrants were

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exercised, resulting in the issuance of 55,791 common shares and proceeds of $56,000. Each outstanding warrant will automatically converted to shares of common stock upon consummation of the Business Combination.

Cash Flows

The following table summarizes our cash flows for the periods indicated:

	Twelve Weeks Ended						Fiscal Year Ended
(dollar amounts in thousands)	July 23, 2023			July 17, 2022			April 30, 2023			April 24, 2022			April 25, 2021
Net cash (used in) operating activities		$	(5,319)		$	(2,002)		$	(12,040)		$	(5,586)		$	(8,185)
Net cash (used in) investing activities			(5,244)			(579)			(12,987)			(1,898)			(644)
Net cash provided by (used in) financing activities			19,748			(294)			24,556			11,063			5,791
Net (decrease) increase in cash and cash equivalents		$	9,185		$	(2,875)		$	(471)		$	3,579		$	(3,038)

Operating Activities ($ in thousands)

Net cash used in operating activities was $5,319 for the first quarter of fiscal 2024, as compared to $2,002 for the first quarter of fiscal 2023. The increase in net cash used in operating activities was due to a higher operating loss driven by higher pre-opening expenses in the 1st quarter of fiscal 2024 compared to the 1st quarter of fiscal 2023.

Net cash used in operating activities was $12,040 for fiscal 2023, as compared to $5,586 for fiscal 2022. The increase in net cash used in operating activities in fiscal 2023 was primarily attributable to a $9,371 decrease in our accounts payable balance, due to paydown of vendor balances with debt proceeds, offset by a $2,392 decrease in net loss, which was the result of increased operating performance due to the continued abatement of COVID-19.

Net cash used in operating activities was $5,586 for fiscal 2022, as compared to $8,185 for fiscal 2021. The decrease in net cash used in operating activities in fiscal 2022 was primarily attributable to a $20,081 decrease in net loss, which was the result of increased operating performance due to the abatement of COVID-19, offset by a $21,463 change in accrued occupancy costs, which increased to $16,100 in fiscal 2021 and decreased to $(5,363) in fiscal 2022, primarily due to deferred COVID-19 rent agreements commencing in fiscal 2021, offset by payments made against the agreements in fiscal 2022.

Investing Activities ($ in thousands)

Net cash used in investing activities was $5,244 for the first quarter of fiscal 2024, as compared to $579 for the first quarter of fiscal 2023. Our purchase of property and equipment of $5,244, increased in the first quarter of fiscal 2024 from $579 in the first quarter of fiscal year 2023 in connection with construction of six locations that are expected to open in the remainder of fiscal 2024.

Net cash used in investing activities was $12,987 for fiscal 2023, as compared to $1,898 for fiscal 2022. Our purchase of property and equipment of $12,987, increased in fiscal 2023 from $1,898 in fiscal year 2022 in connection with construction of six locations that are expected to open in the remainder of fiscal 2024.

Net cash used in investing activities was $1,898 for fiscal 2022, as compared to $644 for fiscal 2021. Our purchase of property and equipment of $1,898, was primarily related to maintenance capital expenditures at the thirteen legacy locations and purchases for the six locations that are expected to open in the remainder of fiscal 2024. Our purchase of property and equipment of $644, related to maintenance capital expenditure on the thirteen legacy locations, was the primary component of net cash used in investing activities for fiscal 2021.

Financing Activities ($ in thousands)

Net cash provided by financing activities was $19,748 for the first quarter of fiscal 2024 as compared to use of cash of $294 for the first quarter of fiscal 2023. Net proceeds from issuance of preferred stock of

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	Page
MANAGEMENT OF NEW PINSTRIPES FOLLOWING THE BUSINESS COMBINATION		301
EXECUTIVE COMPENSATION		310
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS		313
BENEFICIAL OWNERSHIP OF SECURITIES		322
DESCRIPTION OF SECURITIES		327
SHARES ELIGIBLE FOR FUTURE RESALE		343
APPRAISAL RIGHTS		345
HOUSEHOLDING INFORMATION; DELIVERY OF DOCUMENTS TO STOCKHOLDERS		345
SUBMISSION OF STOCKHOLDER PROPOSALS		345
FUTURE STOCKHOLDER PROPOSALS		345
LEGAL MATTERS		346
EXPERTS		346
TRANSFER AGENT		347
WHERE YOU CAN FIND MORE INFORMATION		347
INDEX TO FINANCIAL STATEMENTS		F-1
ANNEX A — SECOND AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT		A-1
ANNEX B — FORM OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PINSTRIPES HOLDINGS, INC.		B-1
ANNEX C — FORM OF AMENDED AND RESTATED BYLAWS OF PINSTRIPES HOLDINGS, INC.		C-1
ANNEX D — FORM OF EQUITY INCENTIVE PLAN		D-1
ANNEX E — FORM OF ESPP PLAN		E-1
ANNEX F — OPINION OF SCALAR, LLC		F-1
Annex G — Reasonable Basis Review Report of Zukin Certification Services, LLC		G-1
ANNEX H — SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW		H-1

Condensed Consolidated Balance Sheet Data:	(Unaudited) As of July 23, 2023			As of April 30, 2023
(Amounts in thousands)
Cash and cash equivalents		$	17,621		$	8,436
Total assets		$	143,385		$	130,927
Total liabilities		$	189,357		$	192,457
Redeemable Convertible Preferred Stock		$	73,488		$	53,468
Total stockholders’ deficit		$	(119,460)		$	(114,998)

Condensed Consolidated Statement of Operations:	(Unaudited) Twelve Weeks Ended July 23, 2023			Fiscal Year Ended April 30, 2023
(Amounts in thousands)
Revenue		$	25,740		$	111,273
Operating expenses		$	26,613		$	125,002
Other income (expense), net		$	(2,101)		$	6,396
Net loss		$	(3,046)		$	(7,525)

	For the Fiscal Year Ended April 30, 2023
Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data:	Assuming No Redemptions			Assuming 50% Redemptions			Assuming Maximum Redemptions
(Amounts in thousands, except for share and per share amounts)
Total revenue		$	111,273		$	111,273		$	111,273
Total operating expenses		$	129,308		$	129,308		$	129,308
Other income		$	2,943		$	2,943		$	2,943
Net loss		$	(16,759)		$	(16,759)		$	(16,759)
Weighted average shares outstanding – basic and diluted			43,451,126			43,572,963			43,694,800
Net loss per share – basic and diluted		$	(0.39)		$	(0.38)		$	(0.38)

	For the Twelve Weeks Ended July 23, 2023
Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data:	Assuming No Redemptions			Assuming 50% Redemptions			Assuming Maximum Redemptions
(Amounts in thousands, except for share and per share amounts)
Total revenue		$	25,740		$	25,740		$	25,740
Total operating expenses		$	28,109		$	28,109		$	28,109
Other expense		$	(1,107)		$	(1,107)		$	(1,107)
Net loss		$	(3,646)		$	(3,646)		$	(3,646)
Weighted average shares outstanding – basic and diluted			43,451,126			43,572,963			43,694,800
Net loss per share – basic and diluted		$	(0.08)		$	(0.08)		$	(0.08)

	For the Fiscal Year Ended April 30, 2023
	Historical						Unaudited Pro Forma Combined
	(Unaudited) Banyan For the Twelve Months Ended June 30, 2023			Pinstripes For the Twelve Months Ended April 30, 2023			Assuming No Redemptions			Assuming 50% Redemptions			Assuming Maximum Redemptions
(Amounts in thousands, except for share and per share amounts)
Net loss per share
Basic		$	(0.01)		$	(1.21)		$	(0.39)		$	(0.38)		$	(0.38)
Diluted		$	(0.01)		$	(1.21)		$	(0.39)		$	(0.38)		$	(0.38)
Weighted average shares outstanding
Basic			27,507,247			6,210,254			43,451,126			43,572,963			43,694,800
Diluted			27,507,247			6,210,254			43,451,126			43,572,963			43,694,800
Cash dividends per share		$	—		$	—		$	—		$	—		$	—

	As of and for the Twelve Weeks Ended July 23, 2023
	Historical						Unaudited Pro Forma Combined
	(Unaudited) Banyan As of and for the Three Months Ended September 30, 2023			(Unaudited) Pinstripes As of and for the Twelve Weeks Ended July 23, 2023			Assuming No Redemptions			Assuming 50% Redemptions			Assuming Maximum Redemptions
(Amounts in thousands, except for share and per share amounts)
Net loss per share
Basic		$	(0.01)		$	(0.70)		$	(0.08)		$	(0.08)		$	(0.08)
Diluted		$	(0.01)		$	(0.70)		$	(0.08)		$	(0.08)		$	(0.08)
Weighted average shares outstanding
Basic			11,243,687			6,557,581			43,451,126			43,572,963			43,694,800
Diluted			11,243,687			6,557,581			43,451,126			43,572,963			43,694,800
Cash dividends per share		$	—		$	—		$	—		$	—		$	—
Stockholders’ deficit		$	(14,265)		$	(119,460)		$	(11,155)		$	(11,155)		$	(11,155)
Book value per share(1)		$	(1.27)		$	(19.33)		$	(0.26)		$	(0.26)		$	(0.26)