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October 5, 2023
Keith Jaffee
Chief Executive Officer
Banyan Acquisition Corp
400 Skokie Blvd, Suite 820
Northbrook, Illinois 60062
Re:Banyan Acquisition Corp
Registration Statement on Form S-4
Filed September 11, 2023
File No. 333-274442
Dear Keith Jaffee:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-4 filed September 11, 2023
Summary of the Joint Proxy Statement/Consent Solicitation Statement/Prospectus
Organizational Structure, page 2
1.Please revise the organizational structure diagrams, including for both Banyan and
Pinstripes, to reflect the percentage ownership held by each entity, individual or group of
investors or shareholders, as applicable.
Equity Ownership Upon Closing, page 4
2.We note your table on page 4 depicting resulting ownership scenarios based on
redemptions by the public stockholders, including assuming no redemptions of public
shares and assuming maximum redemptions of public shares. Please revise your
disclosure here and elsewhere throughout your proxy statement/consent solicitation
statement/prospectus as applicable to show the potential impact of redemptions on the per
share value of the share owned by non-redeeming shareholders by including a sensitivity
analysis showing at least on additional, interim redemption level. We note your tables

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beginning on page 27 including the assumption of redemptions of 50%.
3.Please revise to disclose all possible sources and extent of dilution that shareholders who
elect not to redeem their shares may experience in connection with the Business
Combination. Provide disclosure of the impact of each significant source of dilution,
including the amount of equity held by founders, convertible securities, including warrants
retained by redeeming shareholders, at each of the redemption levels detailed in your
sensitivity analysis, including any needed assumptions.
4.We understand the Sponsor will receive additional securities pursuant to an antidilution
adjustment for the dilution adjustment based on the company’s additional financing
activities. Please revise your disclosure here and throughout your proxy statement/consent
solicitation statement/prospectus as appropriate to quantify the number and value of
securities the Sponsor will receive. In addition, disclose the ownership percentages in the
company before and after the additional financing to highlight dilution to public
stockholders.
Interests of Certain Persons in the Business Combination, page 15
5.It appears that your Certificate of Incorporation waived the corporate opportunities
doctrine. Please revise your disclosure here and throughout your proxy statement/consent
solicitation/prospectus as appropriate to address this potential conflict of interest and
whether it impacted your search for an acquisition target.
6.It appears that underwriting fees remain constant and are not adjusted based on
redemptions. Revise your disclosure to disclose the effective underwriting fee on a
percentage basis for shares at each redemption level presented in your sensitivity analysis
related to dilution.
Q. What happens if a substantial number of the Public Stockholders vote in favor of the Business
Combination Proposal..., page 26
7.Please revise to disclose all possible sources and extent of dilution that shareholders who
elect not to redeem their shares may experience in connection with the Business
Combination. Provide disclosure of the impact of each significant source of dilution,
including the amount of equity held by founders, convertible securities, including warrants
retained by redeeming shareholders, at each of the redemption levels detailed in your
sensitivity analysis, including any needed assumptions.
Questions and Answers About the Business Combination
Q: If I am a Banyan Warrant Holder, can I exercise my redemption rights with respect to my
Banyan Public Warrants?, page 36
8.Please revise your disclosure here, in your Risk Factors section, and elsewhere as
appropriate to highlight the material risks to public warrant holders, including those
arising from differences between private and public warrants. Clarify whether recent

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common stock trading prices exceed the threshold that would allow the company to
redeem public warrants. Clearly explain the steps, if any, the company will take to notify
all shareholders, including beneficial owners, regarding when the warrants become
eligible for redemption.
Risk Factors
Risks Related to Banyan and the Business Combination
Because the Sponsor Group, including Banyan's officers and directors, have interests that are
different, or in addition to..., page 76
9.Please revise this section and elsewhere throughout your proxy statement/consent
solicitation/prospectus to clarify how the board considered the conflicts outlined in the
bullets provided in this risk factor in negotiating and recommending the Business
Combination. We note that in the concluding sentence of this risk factor you state that
these conflicts may have influenced the decision of the Banyan Board to approve the
Business Combination and to continue to pursue such Business Combination.
Proposal No. 1 - The Business Combination Proposal, page 100
10.Please revise your disclosure here and throughout your proxy statement/consent
solicitation/prospectus to make clear the relationship between Banyan and Middleton
Partners, which is an entity affiliated with Keith Jaffee, Banyan's Chief Executive Officer
and director, and that Middleton Partners is the primary investor in connection with any
Series I Financing. We note that your disclosure elsewhere indicates that Mr. Jaffee serves
as the Chairman of Middleton Partners.
Additional Covenants of the Parties
Pinstripe Covenants, page 110
11.We note that in the fourth bullet point under this subheading that Pinstripes is subject to a
covenant that requires it 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 upon written
instruction from the Sponsor prior to the Closing. Please revise this section and elsewhere
throughout your proxy statement/consent solicitation statement/prospectus to make clear
whether this is contemplated as a part of the Series I Financing and who is the intended
recipient of this Series I Convertible Preferred Stock of Pinstripes.
Background of the Business Combination, page 116
12.We note that on March 16, 2023, representatives of Banyan met with Mr. Schwartz, the
Chief Executive Officer of Pinstripes in person. However, Banyan had previously reached
out to Pinstripes in early 2022, but the outreach did not result in substantive engagement
at that time. Please revise your disclosure to briefly explain what business or market
conditions related to Banyan or Pinstripes, or other conditions had changed that you
believe resulted in the in-person meeting approximately one year later. We note discussion

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later in this section regarding Pinstripes engagement with another SPAC.
13.We note that between April 13, 2023 and April 25, 2023, representatives of Banyan and
K&E as well as representatives of Pinstripes and Katten, exchanged drafts of the non-
binding term sheet. Please revise this section to provide additional detail as to which terms
or other points were negotiated between the parties in the exchange of drafts of the non-
binding term sheet during this time. We note the immediately subsequent paragraphs
discussing certain considerations and interests of the respective parties.
14.With a view towards clarity, please revise the section to provide greater specificity
regarding the parties involved in the meetings and negotiations between Pinstripes and
Banyan. In this regard, we note that beginning with the March 20, 2023 videoconference,
the disclosure states generally in several places that "representatives" of the respective
companies were in attendance.
Certain Pinstripes Projected Financial Information, page 124
15.In this section you state that Pinstripes provided Banyan with internally prepared financial
forecasts for the calendar year ending December 31, 2024. Please revise the Background
to the Business Combination section immediately above to clarify when Pinstripes
provided the financial projections. To the extent revised financial projections or other
presentations or financial information were provided, please disclose this and explain
why. We note that the financial projections do not take into account any circumstances or
events occurring after the date on which they were prepared, which was on or around
April 10, 2023.
16.In light of the financial projections not taking into account any circumstance or events
occurring after on or around April 10, 2023, or nearly six months ago, please revise your
disclosure to provide discussion regarding whether or not the projections still reflect
management's views on future performance and any consideration given by the Banyan
Board to obtaining updated projections or a lack of reliance on upon these projections.
Further we note that footnote 1 to the table on page 125 states that Pinstripes in the
process of updating its financial projections for the calendar year ending December 31,
2023, but that these updated projections were not available to Banyan Board or Scalar as
of June 21, 2023, the date the Banyan Board met and approved the Business
Combination.
Summary of Scalar's Financial Analysis
Selected Companies Analysis, page 129
17.We note the table of selected companies and corresponding financial data taken into
account in reaching a total equity value for Pinstripes. However, these selected entities
reflect companies with significantly larger total revenue and EBITDA measures than the
total revenue and Adjusted EBITDA projected for Pinstripes for calendar year ending
December 31, 2024. Please revise to discuss why entities with more similar financial

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measures and stage of development or scope of business operations, or more financially
similar transactions were not used in determining a value for the acquisition of Pinstripes.
The Banyan Boards Reasons for the Approval of the Business Combination, page 132
18.We note Banyan's Board appears to have relied on Zukin’s findings that there was a
reasonable basis for the financial projections provided by Pinstripes’ management to
Banyan. See, e.g., page 134. As such, Zukin's role in the transaction appears to have gone
beyond due diligence support, and it appears Zukin may have provided a report, opinion
or appraisal materially relating to the transaction. In view of this, please furnish for Zukin
the information required by Item 1015(b) of Regulation M-A. Please refer to Item 4(b) of
Form S-4. In addition, as it appears Zukin was acting as an expert, please file as an exhibit
to the registration statement a consent from Zukin to being named in the registration
statement.
Certain Other Interests in the Business Combination, page 139
19.Please revise this section to disclose whether William Blair in its role as financial advisor
to Banyan provided any report or opinion in connection with the Business Combination. If
so, please revise to disclose the services provided and compensation received for those
services, including in connection with the transaction (i.e., for the PIPE transaction), the
related fees, and whether those fees are conditioned on the completion of the Business
Combination. We note the disclosure on page 199 regarding the success fee of $4,000,000
and a payment to "the Advisors" as an aggregate placement fee of 5.00% of the total
transaction consideration.
Certain Material United States Federal Income Tax Considerations
Material Tax Considerations of the Merger to U.S. Holders of Pinstripes Common Stock
U.S. Federal Income Tax Characterization of the Merger, page 159
20.Your disclosure and the Business Combination Agreement states that you intend for the
Business Combination to qualify as "reorganization" under the provisions of Section 368
of the U.S. Internal Revenue Code. As the tax treatment for the transaction is material to
shareholders, please revise to provide a tax opinion as to the qualification of the Business
Combination under Section 368 and the tax consequences to shareholders. Please revise
your related disclosure throughout the proxy statement/consent solicitation/prospectus to
reflect the issuance of such an opinion.
Unaudited Pro Forma Condensed Combined Statements of Operations, page 171
21.Please tell us your consideration of providing adjustments for expected transaction costs
related to this transaction and interest expense related to the $6.0 million debt financing
subsequent to April 30,2023.

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Management's Discussion and Analysis of Financial Condition and Results of Operations of
Pinstripes
Expanding Footprint, page 213
22.You disclose that you are targeting approximately 17% Venue-Level Contribution Margin
by the second year post-opening.  Please expand your definition of Venue-Level
Contribution on page x to disclose what specific expenses are included in the calculation.
Further, provide the disclosures required by Item 10(e) of Regulation S-K. Please also tell
us your consideration of disclosing historical Venue-Level Contribution Margin and Cash-
on-Cash Returns.
Comparison of Fiscal Year 2023 and Fiscal Year 2022, page 218
23.Please discuss and quantify the effects of changes in both volume and price as well as new
locations on revenues.  Refer to Item 303(b)(2)(iii) of Regulation S-K.  In addition, please
revise to define how same store revenues and same store recreation revenues are
calculated.
Contractual Obligations and Commitments, page 227
24.Please revise to include interest expense.
Critical Accounting Policies and Estimates, page 227
25.Please expand your disclosures for the specific assumptions and estimates used for
impairment testing of long-lived assets.  Disclosures should clearly explain (a) what the
critical estimates are; (b) the uncertainties associated with the critical estimates; (c) the
methods and assumptions used to make the critical estimates, including an explanation as
to how you arrived at the assumptions used; (d) the events or transactions that could
materially impact the assumptions made; and (e) how reasonably likely changes to those
assumptions could impact your consolidated financial statements. In this regard, you
disclose a $2.4 million impairment for your Norwalk location in fiscal 2023.  Please
discuss whether there were any other locations that were at risk of impairment.  Refer to
Item 303(b)(3) of Regulation S-K.
E