UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
December 18, 2023
BANYAN
ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-41236 |
|
86-2556699 |
(State or other jurisdiction
of
incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
400 Skokie Blvd
Suite
820
Northbrook,
Illinois 60062
(Address of principal executive offices)
(847) 757-3812
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| x |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
|
| x |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
|
| ¨ |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
|
| ¨ |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each
exchange on
which registered |
| Units,
each consisting of one share of Class A common stock and one-half of one Redeemable Warrant |
|
BYN.U |
|
New York Stock Exchange |
| Class
A common stock, par value $0.0001 per share |
|
BYN |
|
New York Stock Exchange |
| Redeemable
Warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share |
|
BYN.WS |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
Emerging growth company x
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01. Other Events.
On December 5, 2023, Banyan filed a definitive proxy
statement/consent solicitation statement/prospectus (the “Definitive Proxy Statement”) for the solicitation of proxies in
connection with a special meeting (the “Special Meeting”) of Banyan’s stockholders, to vote upon, among other things,
a proposal to adopt and approve the business combination agreement (as amended and restated from time to time, the “Business Combination
Agreement”) by and among Banyan, Panther Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Banyan, and Pinstripes,
Inc., a Delaware corporation (“Pinstripes”), and the business combination contemplated thereby (the “Business Combination”).
Capitalized terms used but not defined in this Item 8.01 shall have the meanings given to such terms in the Definitive Proxy Statement.
Outside Date Termination Right Waiver
The Business Combination Agreement provides that it may be terminated,
and the Business Combination abandoned, prior to the Closing by either Banyan or Pinstripes by written notice to the other if the Business
Combination has not occurred on or before December 24, 2023 (the “Outside Date Termination Right”). On December 18, 2023,
Banyan and Pinstripes each agreed not to exercise their Outside Date Termination Right at any time on or prior to December 29, 2023.
Description of 2028 Notes Term Sheet
On December 13, 2023, Pinstripes entered into a
non-binding term sheet (the “2028 Notes Term Sheet”) with a large institutional investor (the “Investor”) providing
for the contemplated issuance by Pinstripes of $50.0 million in aggregate principal amount of senior secured notes due 2028 (the “2028
Notes”) to the Investor pursuant to a Note Purchase Agreement (the “2028 Notes NPA”), to be issued not later than December
29, 2023. The 2028 Notes Term Sheet contemplates that the 2028 Notes will be issued in connection with the consummation of the Business
Combination. The Business Combination Agreement provides that the Minimum Cash Amount equals the sum of (i) the amount in the Trust, net
of any Redemption, plus (ii) the total amount received by Banyan in respect of the PIPE Financing, plus (iii) the amount
received in respect of the Series I Financing, plus (iv) 50% of the total amount received by Pinstripes or Banyan in respect of Permitted
Equity Financing. The parties to the Business Combination Agreement expect to waive the Minimum Cash Amount condition, provided that the
issuance of the 2028 Notes is consummated upon the consummation of the Business Combination.
The 2028 Notes Term Sheet provides that:
| · | interest on the 2028 Notes will accrue on a daily basis calculated based on a 360-day year at a rate per
annum equal to (i) 12.5% payable quarterly in arrears, at Pinstripes’ option either in cash or in kind (subject to certain procedures
and conditions); provided that the interest payable in respect of any period following December 31, 2024, interest under this clause (i)
will be required to be paid solely in cash, plus (ii) 7.5% payable quarterly in arrears, at Pinstripes’ option, either in cash or
in kind (subject to certain procedures and conditions); |
| · | the 2028 Notes will mature on the date that is five years following the issuance of the 2028 Notes; |
| · | the obligations of the Pinstripes under the 2028 Notes will be unconditionally guaranteed (the “Guarantees”)
by New Pinstripes and certain other subsidiaries of Pinstripes (collectively, the “Guarantors”); |
| · | the obligations under the 2028 Notes and the Guarantees will be secured by a second lien security interest
in substantially all assets of Pinstripes and the Guarantors, subordinate to the first lien security interests of the other senior secured
lenders of Pinstripes, and will include a pledge of the equity of Pinstripes; |
| · | Pinstripes and the Guarantors will be subject to certain financial covenants and negative covenants restricting
the activities of Pinstripes and the Guarantors, including, without limitation, 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; |
| · | any prepayment or redemption of the 2028 Notes prior to their maturity date will be subject to a customary
“make-whole” premium calculated using a discount rate equal to the yield on comparable Treasury securities plus 50 basis points;
and |
| · | Upon the closing of the issuance of the 2028 Notes (the “2028 Notes Closing”), the Investor
will be granted fully detachable warrants exercisable for 2,500,000 shares of New Pinstripes Class A Common Stock, at a strike price equal
to $0.01 per share (the “First Tranche Warrants”). In the event that the volume-weighted average price per share of New Pinstripes
Class A Common Stock during the period commencing on the 91st day after 2028 Notes Closing and ending 90 days thereafter is less than
$8.00 per share, the Investor will be granted additional First Tranche Warrants exercisable for 187,500 shares of New Pinstripes Class
A Common Stock, and in the event that the volume-weighted average price per share of New Pinstripes Class A Common Stock during the period
commencing on the 91st day after 2028 Notes Closing and ending 90 days thereafter is less than $6.00 per share, the Investor will instead
be granted additional First Tranche Warrants exercisable for 412,500 shares of New Pinstripes Class A Common Stock. The 2028 Notes Term
Sheet further provides that (i) the First Tranche Warrants may be exercised at any time after the 2028 Notes Closing, and prior to the
date that is ten years from the 2028 Notes Closing and (ii) subject to customary exceptions, the Investor will agree not to transfer,
assign or sell any First Tranche Warrants, or the shares of New Pinstripes Class A Common Stock underlying such First Tranche Warrants,
until twelve months after the 2028 Notes Closing. |
The 2028 Notes Term Sheet also provides that the
Investor will have the option at its sole discretion and election, but not the obligation, subject to satisfaction of certain conditions,
to purchase an additional $40.0 million in aggregate principal amount of 2028 Notes (“Additional Notes”) no earlier than nine
months and no later than 12 months following the 2028 Notes Closing. The 2028 Notes Term Sheet provides that in connection with the issuance
of Additional Notes, the Investor will be granted additional warrants exercisable for 1,750,000 shares of New Pinstripes Class A Common
Stock, at a strike price equal to $0.01 per share (the “Second Tranche Warrants” and, together with the First Tranche Warrants,
the “Warrants”) and that in the event that the volume-weighted average price per share of New Pinstripes Class A Common Stock
during the period commencing on the 91st day after the 2028 Notes Closing and ending 90 days thereafter is less than $6.00
per share, the Investor will instead be granted Second Tranche Warrants exercisable for 1,900,000 shares New Pinstripes Class A Common
Stock, at a strike price equal to $0.01 per share. The 2028 Notes Term Sheet provides that (i) the Warrants are exercisable on a cashless
basis and (ii) New Pinstripes will provide for the registration for resale of the shares of New Pinstripes Class A Common Stock underlying
the Warrants following the 2028 Notes Closing.
The 2028 Notes Term Sheet provides that the
proceeds from the sale of the Initial Notes will be used for general working capital purposes of Pinstripes and to pay fees and expenses
incurred in connection with the transactions contemplated by the 2028 Notes Term Sheet. The 2028 Notes Term Sheet further provides that
the proceeds from the sale of any Additional Notes will be used to refinance, terminate and repay all outstanding obligations in respect
of the Silverview Term Loan and to pay fees and expenses incurred in connection therewith.
The 2028 Notes Term Sheet also provides that the
Investor will have the right to either appoint a director to the New Pinstripes Board or an observer to the New Pinstripes Board, at the
election of the Investor.
At the option of the Investor, the financing
contemplated under the 2028 Notes Term Sheet may be in the form of a senior secured term loan in lieu of the 2028 Notes with terms
substantially identical to the terms set forth in the 2028 Notes Term Sheet relating to the 2028 Notes References herein to the
“2028 Notes” shall refer to the senior secured term loan in lieu of the 2028 Notes if the Investor were to elect such
option.
No assurances can be made that Pinstripes will
successfully negotiate and enter into definitive agreements for 2028 Notes, or that the issuance of the 2028 Notes will be consummated
on the terms described above, or at all. If the 2028 Notes are not issued, Banyan may lack sufficient funds to consummate the Business
Combination.
Equity Ownership Upon Closing of the Business Combination Assuming
the Issuance of the 2028 Notes and the First Tranche Warrants
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 28, 2023,
(ii) 33,445,483 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) 2,213,902 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 Holders transfer
1,018,750 shares of Banyan Class B Common Stock to Public Stockholders pursuant to the Non-Redemption Agreements, (v) the Sponsor Holders
transfers 507,498 shares of Banyan Class B Common Stock to the Series I investors, (vi) Pinstripes executes the definitive documents in
respect of the 2028 Notes and the issuance of the 2028 Notes in accordance with the terms set forth in the 2028 Notes Term sheet, including
the issuance of First Tranche Warrants exercisable for 2,500,000 shares of New Pinstripes Class A Common Stock, (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 1,830,000 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, the New Pinstripes Options, which will be exercisable for
approximately 5,051,643 shares of New Pinstripes Class A Common Stock following the consummation of the Business Combination and the First
Tranche Warrants, which will be exercisable for up to 2,500,000 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 43,880,570 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.
| | |
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) | |
| 11.4 | % | |
| 7.2 | % | |
| 2.6 | % |
| Sponsor Holders(5) | |
| 6.0 | % | |
| 6.3 | % | |
| 6.6 | % |
| Pinstripes Equityholders | |
| 76.2 | % | |
| 79.9 | % | |
| 83.9 | % |
| Series I Investors(6) | |
| 6.2 | % | |
| 6.5 | % | |
| 6.8 | % |
| Other(7) | |
| 0.1 | % | |
| 0.1 | % | |
| 0.1 | % |
| (1) | Assumes that no shares of Banyan Class A Common Stock held by Public Stockholders are redeemed. |
| (2) | Assumes that 1,999,344 shares of Banyan Class A Common Stock held by Public Stockholders are redeemed. |
| (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 2,646,250 shares of Banyan Class B Common Stock. Excludes 1,830,000 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) | Represents (i) 2,213,902 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 87,282 shares of New Pinstripes
Class A Common Stock, and (ii) an aggregate of 507,498 shares of Banyan Class B Common Stock received from the Sponsor Holders. |
| (7) | 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, the First Tranche 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 28, 2023, (ii) 33,445,483 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) 2,213,902 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 Holders transfer 1,018,750 shares of Banyan Class B Common Stock to
Public Stockholders pursuant to the Non-Redemption Agreements, (v) the Sponsor Holders transfer 507,498 shares of Banyan
Class B Common Stock to the Series I investors, (vi) Pinstripes executes definitive documents in respect of the 2028
Notes and the issuance of the 2028 Notes in accordance with the terms set forth in the 2028 Notes Term sheet, including the issuance
of First Tranche Warrants exercisable for 2,500,000 shares of New Pinstripes Class A Common Stock, (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 1,830,000 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, the New
Pinstripes Options, which will be exercisable for approximately 5,051,643 shares of New Pinstripes Class A Common Stock following
the consummation of the Business Combination and the First Tranche Warrants, which will be exercisable for 2,500,000 shares of New
Pinstripes Class A Common Stock following the consummation of the Business Combination and the issuance of the 2028 Notes (such
aggregate amount dependent on the trading price of the New Pinstripes Class A Common Stock as described above).
| | |
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 | | |
| 5.8 | % | |
| 3,018,094 | | |
| 3.6 | % | |
| 1,018,750 | | |
| 1.2 | % |
| New Pinstripes Public Warrants | |
| 12,075,000 | | |
| 14. 0% | | |
| 12,075,000 | | |
| 14.3 | % | |
| 12,075,000 | | |
| 14.7 | % |
| Banyan Public Stockholders Total | |
| 17,092,437 | | |
| 19.8 | % | |
| 15,093,094 | | |
| 17.9 | % | |
| 13,093,750 | | |
| 15.9 | % |
| Sponsor Holders Shares(5) | |
| 2,646,250 | | |
| 3.1 | % | |
| 2,646,250 | | |
| 3.1 | % | |
| 2,646,250 | | |
| 3.2 | % |
| Sponsor Holders Shares Vesting at $12.00 | |
| 915,000 | | |
| 1.1 | % | |
| 915,000 | | |
| 1.1 | % | |
| 915,000 | | |
| 1.1 | % |
| Sponsor Holders Shares Vesting at $14.00 | |
| 915,000 | | |
| 1.1 | % | |
| 915,000 | | |
| 1.1 | % | |
| 915,000 | | |
| 1.1 | % |
| Sponsor Holders New Pinstripes Private Placement Warrants(6) | |
| 10,860,000 | | |
| 12.6 | % | |
| 10,860,000 | | |
| 12.9 | % | |
| 10,860,000 | | |
| 13.2 | % |
| Sponsor Holders Total | |
| 15,336,250 | | |
| 17.8 | % | |
| 15,336,250 | | |
| 18.2 | % | |
| 15,336,250 | | |
| 18.6 | % |
| IPO
Underwriters New Pinstripes Private Placement Warrants(7) | |
| 1,050,000 | | |
| 1.2 | % | |
| 1,050,000 | | |
| 1.2 | % | |
| 1,050,000 | | |
| 1.3 | % |
| Pinstripes Equityholders | |
| 33,445,483 | | |
| 38.8 | % | |
| 33,445,483 | | |
| 39.7 | % | |
| 33,445,483 | | |
| 40.7 | % |
| Pinstripes Equityholders Earnout Shares at $12.00 | |
| 2,500,000 | | |
| 2.9 | % | |
| 2,500,000 | | |
| 3.0 | % | |
| 2,500,000 | | |
| 3.0 | % |
| Pinstripes Equityholders Earnout Shares at $14.00 | |
| 2,500,000 | | |
| 2.9 | % | |
| 2,500,000 | | |
| 3.0 | % | |
| 2,500,000 | | |
| 3.0 | % |
| Pinstripes Equityholders EBITDA Earnout Shares | |
| 4,000,000 | | |
| 4.6 | % | |
| 4,000,000 | | |
| 4.7 | % | |
| 4,000,000 | | |
| 4.9 | % |
| New Pinstripes Options | |
| 5,051,643 | | |
| 5.9 | % | |
| 5,051,643 | | |
| 6.0 | % | |
| 5,051,643 | | |
| 6.1 | % |
| Pinstripes Equityholders Total | |
| 47,497,126 | | |
| 55.1 | % | |
| 47,497,126 | | |
| 56.4 | % | |
| 47,497,126 | | |
| 57.7 | % |
| Series I Investors(8) | |
| 2,721,400 | | |
| 3.2 | % | |
| 2,721,400 | | |
| 3.2 | % | |
| 2,721,400 | | |
| 3.3 | % |
| First Tranche Warrants(9) | |
| 2,500,000 | | |
| 2.9 | % | |
| 2,500,000 | | |
| 3.0 | % | |
| 2,500,000 | | |
| 3.0 | % |
| Other(10) | |
| 50,000 | | |
| 0.1 | % | |
| 50,000 | | |
| 0.1 | % | |
| 50,000 | | |
| 0.1 | % |
| Total | |
| 86,247,213 | | |
| 100 | % | |
| 84,247,870 | | |
| 100 | % | |
| 82,248,526 | | |
| 100 | % |
| (1) | Assumes that no shares of Banyan Class A Common Stock 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. Amounts do 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 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 2,646,250 shares of Banyan Class B Common Stock. Excludes 1,830,000 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) | Includes 10,860,000 warrants held by the Sponsor that were issued in a private placement at the time of
the IPO. |
| (7) | Includes 1,050,000 warrants held by the IPO Underwriters that were issued in a private placement at the
time of the IPO. |
| (8) | Represents (i) 2,213,902 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 87,282 shares of New Pinstripes
Class A Common Stock and (ii) an aggregate of 507,498 shares of Banyan Class B Common Stock received from the Sponsor Holders. |
| (9) | Includes First Tranche Warrants exercisable for 2,500,000 shares
of New Pinstripes Class A Common Stock, issuable in connection with the issuance of the 2028 Notes. In the event that the volume-weighted
average price per share of New Pinstripes Class A Common Stock during the period commencing on the 91st day after 2028 Notes Closing
and ending 90 days thereafter is less than $8.00 per share, the Investor will be granted additional First Tranche Warrants exercisable
for 187,500 shares of New Pinstripes Class A Common Stock, and in the event that the volume-weighted average price per share of New Pinstripes
Class A Common Stock during the period commencing on the 91st day after 2028 Notes Closing and ending 90 days thereafter is less than
$6.00 per share, the Investor will instead be granted additional First Tranche Warrants exercisable for 412,500 shares of New Pinstripes
Class A Common Stock. Excludes Second Tranche Warrants exercisable for 1,750,000 shares of New Pinstripes Class A Common Stock. In the
event that the volume-weighted average price per share of New Pinstripes Class A Common Stock during the period commencing on the 91st
day after 2028 Notes Closing and ending 90 days thereafter is less than $6.00 per share, the Investor will instead be granted Second
Tranche Warrants exercisable for 1,900,000 shares of New Pinstripes Class A Common Stock. |
| (10) | 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.
Simplified Organizational Structure of New Pinstripes after giving
effect to the Merger and Business Combination, Assuming the Issuance of the 2028 Notes
The diagram below depicts a
simplified version of New Pinstripes’ organizational structure, on an outstanding basis, immediately following the completion of
the Merger and the Business Combination, which is subject to change based on any Redemptions.(1)
| (1) | New Pinstripes will also have Vesting Shares, Earnout Shares, EBITDA Earnout Shares, New Pinstripes Warrants,
New Pinstripes Options, First Tranche Warrants and 50,000 shares issued to an advisor of Pinstripes outstanding which are not shown in
the graphic. See “— Equity Ownership Upon Closing.” |
| (2) | Represents voting and economic interest in New Pinstripes in a scenario in which no shares of Banyan Class
A Common Stock held by Public Stockholders are redeemed (i.e. the No Redemption Scenario). |
| (3) | Represents voting and economic interest in New Pinstripes in a scenario in which 1,999,344 shares of Banyan
Class A Common Stock held by Public Stockholders are redeemed (i.e. the 50% Redemption Scenario). |
| (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). |
Sources and Uses of Funds for the Business Combination Assuming
the Issuance of the 2028 Notes and the First Tranche Warrants
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.
(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 | |
| 2028 Notes Financing | |
$ | 50 | | |
$ | 50 | |
| Existing Pinstripes Stockholders Equity Rollover | |
$ | 334 | | |
$ | 334 | |
| Total Sources | |
$ | 449 | | |
$ | 407 | |
| Uses | |
| | | |
| | |
| Existing Pinstripes Stockholders Equity Rollover | |
$ | 334 | | |
$ | 334 | |
| Cash to Balance Sheet | |
$ | 95 | | |
$ | 52 | |
| Transaction Fees and Expenses | |
$ | 20 | | |
$ | 20 | |
| Total Uses | |
$ | 449 | | |
$ | 407 | |
| (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. |
Summary Unaudited Pro Forma Financial Information
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 summary pro forma financial information assumes (i) the issuance of
the 2028 Notes, (ii) the issuance of First Tranche Warrants exercisable for 2,500,000 shares of New Pinstripes Class A Common Stock in
connection with the Business Combination and (iii) the draw of an additional $5.0 million under the Silverview Facility.
| | |
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 cash and cash equivalents | |
$ | 106,466 | | |
$ | 85,254 | | |
$ | 64,042 | |
| Total assets | |
$ | 228,610 | | |
$ | 207,398 | | |
$ | 186,186 | |
| Total liabilities | |
$ | 233,744 | | |
$ | 233,744 | | |
$ | 233,744 | |
| Total stockholders’ deficit | |
$ | (5,134 | ) | |
$ | (26,346 | ) | |
$ | (47,558 | ) |
| | |
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 expense | |
$ | (8,838 | ) | |
$ | (8,838 | ) | |
$ | (8,838 | ) |
| Net loss | |
$ | (28,540 | ) | |
$ | (28,540 | ) | |
$ | (28,540 | ) |
| Weighted average shares outstanding – basic and diluted | |
| 43,880,570 | | |
| 41,881,227 | | |
| 39,881,883 | |
| Net loss per share – basic and diluted | |
$ | (0.65 | ) | |
$ | (0.68 | ) | |
$ | (0.72 | ) |
| | |
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 | |
$ | (4,187 | ) | |
$ | (4,187 | ) | |
$ | (4,187 | ) |
| Net loss | |
$ | (6,726 | ) | |
$ | (6,726 | ) | |
$ | (6,726 | ) |
| Weighted average shares outstanding – basic and diluted | |
| 43,880,570 | | |
| 41,881,227 | | |
| 39,881,883 | |
| Net loss per share – basic and diluted | |
$ | (0.15 | ) | |
$ | (0.16 | ) | |
$ | (0.17 | ) |
Supplemental Risk Factor Disclosure
In light of the supplemental disclosure provided in this Item 8.01
regarding the 2028 Notes Term Sheet, Banyan has provided the following updates to risk factors contained in the Definitive Proxy Statement.
Unless the context otherwise requires, any reference in the below subsection 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.
Our current or future indebtedness could impair our financial
condition and reduce the funds available to us for growth or other purposes. Our debt agreements impose certain operating and financial
restrictions, with which failure to comply could result in an event of default that could adversely affect our business.
We have substantial
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:
| · | 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. |
| · | 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% and matures on April 19, 2028. On July 27, 2023, we borrowed
an additional $5.0 million under the Granite Creek Term Loan. |
| · | 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 the
joint proxy statement/consent solicitation statement/prospectus for further information related to our indebtedness.
On December 13, 2023, Pinstripes entered into the
non-binding 2028 Notes Term Sheet with the Investor, providing for the contemplated issuance by Pinstripes of $50.0 million aggregate
principal amount of the 2028 Notes to the Investor pursuant to a 2028 Notes NPA, not later than December 29, 2023. The 2028 Notes Term
Sheet contemplates that the 2028 Notes will be issued in connection with the consummation of the Business Combination contemplated by
the Business Combination Agreement. The 2028 Notes Term Sheet provides that interest on the 2028 Notes will accrue on a daily basis calculated
based on a 360-day year at a rate per annum equal to (i) 12.5% payable in arrears, at Pinstripes’ option either in cash or in kind
(subject to certain procedures and conditions); provided that the interest payable in respect of any period following December 31, 2024,
interest under this clause (i) will be required to be paid solely in cash, plus (ii) 7.5% payable quarterly in arrears, at Pinstripes’
option, either in cash or in kind(subject to certain procedures and conditions). The 2028 Notes Term Sheet also provides that the purchaser
of the 2028 Notes Term Sheet will have the option, but not the obligation, to purchase an additional $40.0 million aggregate principal
amount of 2028 Notes no earlier than nine months and no later than 12 months following the closing of the 2028 Notes issuance.
The 2028 Notes Term Sheet contemplates that (i)
we will be subject to financial covenants, as well as to customary events of default that, if triggered, could result in acceleration
of the maturity of the 2028 Notes and (ii) that the 2028 Notes NPA will contain negative covenants restricting our activities, including,
without limitation, 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.
If the issuance of the 2028 Notes is consummated,
and we draw an additional $5.0 million pursuant to the Silverview Term Loan in connection with the Closing, our total indebtedness will
increase to $103.9 million, which represents a substantial increase in our indebtedness. We may seek additional debt financing as needed
to support our business and pursue our growth strategy, subject to the restrictions contained in our existing debt facilities.
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.
If we cannot make scheduled payments on our debt,
or if we breach any of the covenants in our debt agreements, we will be in default and, as a result, our lenders could declare all outstanding
principal and interest to be due and payable, could terminate their commitments to lend us money and foreclose against the assets securing
our borrowings, and we could be forced into bankruptcy or liquidation.
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 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 certain
shares of New Pinstripes Class A Common Stock issuable upon, among other things, the exercise of the First Tranche Warrants. 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.”
The 2028 Notes Term Sheet contemplates the granting
of First Tranche Warrants exercisable for 2,500,000 shares of New Pinstripes Class A Common Stock at an exercise price of $0.01 per share
to the Investor. In the event that the volume-weighted average price per share of New Pinstripes Class A Common Stock during the period
commencing on the 91st day after 2028 Notes Closing and ending 90 days thereafter is less than $8.00 per share, the Investor will be granted
additional First Tranche Warrants for 187,500 shares of New Pinstripes Class A Common Stock, and in the event that the volume-weighted
average price per share of New Pinstripes Class A Common Stock during the period commencing on the 91st day after 2028 Notes Closing and
ending 90 days thereafter is less than $6.00 per share, the Investor will instead be granted additional First Tranche Warrants for 412,500
shares of New Pinstripes Class A Common Stock. Further, the 2028 Notes Term Sheet provides for, in connection with the possible issuance
of an additional $40.0 million aggregate principal amount of the 2028 Notes, that the Investor will be granted Second Tranche Warrants
(together with the First Tranche Warrants, the “2028 Notes Warrants”) exercisable for 1,750,000 shares of New Pinstripes Class
A Common Stock, at a strike price equal to $0.01 per share and that in the event that the volume-weighted average price per share of New
Pinstripes Class A Common Stock during the period commencing on the 91st day after the 2028 Notes Closing and ending 90 days thereafter
is less than $6.00 per share, the Investor will instead be granted Second Tranche Warrants for 1,900,000 shares New Pinstripes Class A
Common Stock, at a strike price equal to $0.01 per share. The exercise of the 2028 Notes Warrants and the sale of the New Pinstripes Class
A Common stock issuable upon exercise of the 2028 Notes Warrants, or the perception that these sales could occur, could adversely impact
the market price of New Pinstripes Class A Common Stock.
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.
Additional Information
and Where to Find It
On November 28, 2023,
Banyan filed with the Securities and Exchange Commission (the “SEC”) an amended Registration Statement on Form S-4 (the “Registration
Statement”), which included a preliminary proxy statement and prospectus of Banyan and preliminary consent solicitation statement
of Pinstripes in connection with the proposed Business Combination and related matters as described in the Registration Statement. The
Registration Statement was declared effective on December 4, 2023, and on December 5, 2023, Banyan filed with the SEC the definitive joint
proxy statement/consent solicitation statement/prospectus, which has been mailed or delivered, as applicable, together with other relevant
documents, to the respective stockholders of Banyan and Pinstripes. Banyan’s stockholders, Pinstripes’ stockholders and other
interested persons are advised to read the definitive joint proxy statement/consent solicitation statement/prospectus in connection with
Banyan’s solicitation of proxies for its stockholders’ meeting to be held to approve the Business Combination and related
matters, and the solicitation of written consents of Pinstripes’ stockholders to approve the Business Combination, because the definitive
joint proxy statement/consent solicitation statement/prospectus contains important information about Banyan and Pinstripes and the proposed
Business Combination. This communication is not a substitute for the Registration Statement, the definitive joint proxy statement/consent
solicitation statement/prospectus or any other document that Banyan or Pinstripes will send to their stockholders in connection with the
Business Combination.
INVESTORS AND SECURITY
HOLDERS ARE ADVISED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION AND THE PARTIES
TO THE BUSINESS COMBINATION.
The definitive joint
proxy statement/consent solicitation statement/prospectus has been mailed to stockholders of Banyan as of November 20, 2023, the record
date established for voting on the proposed Business Combination and related matters and has been sent to stockholders of Pinstripes.
Stockholders may obtain copies of the definitive joint proxy statement/consent solicitation statement/prospectus, without charge, at the
SEC’s website at www.sec.gov or by directing a request to: Banyan Acquisition Corporation, 400 Skokie Blvd., Suite
820, Northbrook, IL 60062.
INVESTMENT IN ANY SECURITIES
DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR
ENDORSED THE MERITS OF THE BUSINESS COMBINATION OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in the Solicitations
This communication is not a solicitation of a proxy
from any investor or security holder. However, Banyan and Pinstripes and their respective directors, officers and other members of their
management and employees may be deemed to be participants in the solicitation of proxies from Banyan’s stockholders with respect
to the proposed Business Combination and related matters. Investors and security holders may obtain more detailed information regarding
the names, affiliations and interests of the directors and officers of Banyan and Pinstripes in the definitive joint proxy statement/consent
solicitation statement/prospectus relating to the proposed Business Combination. These documents may be obtained free of charge from the
sources indicated above.
No Offer or Solicitation
This communication is for informational purposes
only, and is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of
an offer to buy or subscribe for any securities or a solicitation of any vote of approval, nor shall there be any sale, issuance or transfer
of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction.
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K
are “forward-looking statements.” Such forward-looking statements are often identified by words such as “believe,”
“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,”
“expect,” “should,” “would,” “plan,” “predict,” “forecasted,”
“projected,” “potential,” “seem,” “future,” “outlook,” and similar expressions
that predict or indicate future events or trends or otherwise indicate statements that are not of historical matters, but the absence
of these words does not mean that a statement is not forward-looking. These forward-looking statements and factors that may cause actual
results to differ materially from current expectations include, but are not limited to: risks related to the uncertainty of the projected
financial information with respect to Pinstripes, risks related to Pinstripes’ current growth strategy, 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 forgoing list of factors is not exhaustive and additional factors that
may cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence of any
event, change or other circumstances that could give rise to the termination of definitive agreements with respect to the Business Combination;
(2) the outcome of any legal proceedings that may be instituted against Banyan, the combined company or others relating to the Business
Combination and the definitive agreements with respect thereto; (3) the inability to complete the Business Combination due to the
failure to obtain approval of the stockholders of Banyan or to satisfy (or to be waived) other conditions to closing (including, without
limitation, the minimum cash condition); (4) changes to the proposed structure of the Business Combination that may be required or
appropriate; (5) the ability to meet stock exchange listing standards following the consummation of the Business Combination; (6) the
risk that the Business Combination disrupts current plans and operations of Pinstripes as a result of the announcement and consummation
of the Business Combination; (7) 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, maintain key relationships
and retain its management and key employees; (8) costs related to the Business Combination; (9) changes in applicable laws or
regulations; (10) the possibility that Pinstripes or the combined company may be adversely affected by other economic, business,
and/or competitive factors; (11) Pinstripes’ estimates of operating results; (12) the entry into a final agreement with the Investor;
(13) the issuance of the 2028 Notes and the First Tranche Warrants and (14) the ability of Pinstripes to pay its indebtedness as it comes
due. The foregoing list of factors is not exhaustive.
Stockholders and prospective investors should carefully
consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the definitive
joint proxy statement/consent solicitation statement/prospectus relating to the proposed Business Combination, Banyan’s final prospectus
dated January 19, 2022, related to its initial public offering, Banyan’s Annual Report on Form 10-K filed with the SEC
on March 31, 2023 and other documents filed by Banyan from time to time with the SEC.
Stockholders and prospective investors are cautioned
not to place undue reliance on these forward-looking statements, which only speak as of the date made, are not a guarantee of future performance
and are subject to a number of uncertainties, risks, assumptions and other factors, many of which are outside the control of Banyan and
Pinstripes. Banyan and Pinstripes expressly disclaim any obligations or undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change in the expectations of Banyan or Pinstripes with respect thereto or
any change in events, conditions or circumstances on which any statement is based.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: December 19, 2023 |
BANYAN ACQUISITION CORPORATION |
| |
|
| |
By: |
/s/ Keith Jaffee |
| |
Name: |
Keith Jaffee |
| |
Title: |
Chief Executive Officer |
Grafico Azioni Banyan Acquisition (NYSE:BYN)
Storico
Da Nov 2024 a Dic 2024
Grafico Azioni Banyan Acquisition (NYSE:BYN)
Storico
Da Dic 2023 a Dic 2024
