SEC Comment Letter 0000000000-23-002873 to Pinstripes Holdings, Inc. (PNST, PNSTW) (CIK 0001852633)
Pinstripes Holdings, Inc. (PNST, PNSTW) (CIK 0001852633)
Date: March 22, 2023 · CIK: 0001852633 · Accession: 0000000000-23-002873
AI Filing Summary & Sentiment
File numbers found in text: 001-41236
Letter
United States securities and exchange commission logo March 22, 2023 Keith Jaffee Chief Executive Officer Banyan Acquisition Corp 400 Skokie Blvd Suite 820 Northbrook, IL 60062 Re:Banyan Acquisition Corp Preliminary Proxy Statement on Schedule 14A Filed March 17, 2023 File No. 001-41236 Dear Keith Jaffee: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Preliminary Proxy Statement on Schedule 14A filed March 17, 2023 General 1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the
FirstName LastNameKeith Jaffee Comapany NameBanyan Acquisition Corp March 22, 2023 Page 2 FirstName LastName Keith Jaffee Banyan Acquisition Corp March 22, 2023 Page 2 consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Kibum Park at 202-551-6836 or Jeffrey Gabor at 202-551-2544 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Mark D. Wood, Esq.
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United States securities and exchange commission logo
March 22, 2023
Keith Jaffee
Chief Executive Officer
Banyan Acquisition Corp
400 Skokie Blvd
Suite 820
Northbrook, IL 60062
Re:Banyan Acquisition Corp
Preliminary Proxy Statement on Schedule 14A
Filed March 17, 2023
File No. 001-41236
Dear Keith Jaffee:
We have reviewed your filing and have the following comment. In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed March 17, 2023
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from
completing an initial business combination and require you to liquidate. Disclose the
FirstName LastNameKeith Jaffee
Comapany NameBanyan Acquisition Corp
March 22, 2023 Page 2
FirstName LastName
Keith Jaffee
Banyan Acquisition Corp
March 22, 2023
Page 2
consequences of liquidation to investors, such as the losses of the investment opportunity
in a target company, any price appreciation in the combined company, and the warrants,
which would expire worthless.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Kibum Park at 202-551-6836 or Jeffrey Gabor at 202-551-2544 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Mark D. Wood, Esq.