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November 16, 2023
Keith Jaffee
Chief Executive Officer
Banyan Acquisition Corp
400 Skokie Blvd, Suite 820
Northbrook, Illinois 60062
Re:Banyan Acquisition Corp
Amendment No. 1 to Registration Statement on Form S-4
Filed November 1, 2023
File No. 333-274442
Dear Keith Jaffee:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our October 5, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-4
Questions and Answers About the Business Combination
Q. How will the New Pinstripes Public Warrants differ from the New Pinstripes Private..., page
46
1.We note your response to prior comment 8, including the addition of a new Q&A
regarding the differences between the New Pinstripes Public Warrants and the New
Pinstripes Private Placement Warrants. Please revise this section to include discussion
clarifying whether recent common stock trading prices exceed the threshold that would
allow the company to redeem public warrants. Clearly explain the steps, if any, the
company will take to notify all shareholders, including beneficial owners, regarding when
the warrants become eligible for redemption. We note your disclosure in your risk factor
beginning with "Banyan may redeem your unexpired warrants prior to their exercise at a
time that is disadvantageous to you..."

 FirstName LastNameKeith Jaffee
 Comapany NameBanyan Acquisition Corp
 November 16, 2023 Page 2
 FirstName LastName
Keith Jaffee
Banyan Acquisition Corp
November 16, 2023
Page 2
Material Tax Considerations of the Merger to U.S. Holders of Pinstripes Common Stock, page
201
2.We note your response to prior comment 20 and re-issue the comment. Please provide a
tax opinion as to the qualification of the Business Combination under Section 368 and the
tax consequences to shareholders. In this regard, we note the filing contains
representations as to the aforementioned tax consequences. For example, on page 201, in
the middle of the last paragraph, you disclose: "Therefore, the tax treatment of the Merger
is inherently uncertain." We further note that this uncertainty as to the tax consequences
appears to render such consequences material. Please refer to Staff Legal Bulletin No. 19
for guidance; we draw your attention in particular to section III.C.4, which offers
guidance on how to provide opinions subject to uncertainty.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Pinstripes
Key Performance Metrics, page 268
3.Please tell us your consideration of disclosing additional key performance metrics
analyzed by management to explain operating results. Refer to Item 303(a) of Regulation
S-K.
            Please contact Nasreen Mohammed at 202-551-3773 or Adam Phippen at 202-551-3336
if you have questions regarding comments on the financial statements and related matters. Please
contact Kate Beukenkamp at 202-551-3861 or Dietrich King at 202-551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services