SecProbe.io

CORRESP
1
filename1.htm

Banyan Acquisition
Corp

400 Skokie Blvd, Suite 820

Northbrook, Illinois
60062

October 31, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ms. Nasreen Mohammed, Mr. Adam
Phippen, Ms. Kate Beukenkamp and Mr. Dietrich King

 Re: Banyan Acquisition Corp

Registration Statement on Form S-4

Filed on September 11, 2023

File No. 333-274442

Ladies and Gentlemen:

This letter sets forth responses
of Banyan Acquisition Corp (the “Company”) to the comments of the staff of the Division of Corporation Finance (the
 “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) set forth in your letter
dated October 5, 2023 with respect to the above referenced Registration Statement on Form S-4 (the “Registration
Statement”).

In order to facilitate your
review of our responses, we have restated each of the Staff’s comments in this letter, and we have numbered the paragraphs below
to correspond to the numbers in the Staff’s letter. For your convenience, we have also set forth the Company’s responses to
each of the Staff’s comments immediately below the corresponding numbered comment.

In addition, the Company has
revised the Registration Statement in response to the Staff’s comments and is concurrently with this letter publicly filing Amendment
No. 1 to the Registration Statement, which reflects these revisions and clarifies certain other information. Page numbers in
the text of the Company’s responses correspond to page numbers in the Registration Statement, as amended. Unless otherwise
indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement.

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. Staff’s comment: 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.

Response:
The Company acknowledges the Staff’s comment and has revised the organizational structure diagrams on pages 3 and 4 of the Registration
Statement.

Equity Ownership
Upon Closing, page 4

 2. Staff’s comment: 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 shares owned by non-redeeming shareholders
by including a sensitivity analysis showing at least one additional, interim redemption level. We note your tables beginning on page 27
including the assumption of redemptions of 50%.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 5 through 6, 32 and 141 of the Registration
Statement.

 3. Staff’s comment: 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.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 6 through 8, 33 through 35 and 142 through 144 of the Registration Statement.

 4. Staff’s comment: 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.

Response:
The Company acknowledges the Staff’s comment and respectfully advises the Staff that the holders of the shares Class B common stock
of the Company have waived their rights to any antidilution adjustment due to additional financings in the Sponsor Letter Agreement that
is filed as Exhibit 10.1 to the Registration Statement and the description of this agreement including with respect to such waiver is
disclosed among other places on page 144 of the Registration Statement.

Interests of Certain Persons in the Business Combination, page 15

 5. Staff’s comment: 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.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 22, 43, 97 and 174 of the Registration Statement.

 6. Staff’s comment: 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.

Response:
The Company acknowledges the Staff’s comment and respectively advises the Staff that such information was previously disclosed
on page 36 and to further clarify, the Company has revised the disclosure on pages 24, 44 through 45 and 176 through 177 of the Registration Statement.

Q. What happens if a substantial
number of the Public Stockholders vote in favor of the Business Combination Proposal..., page 26

    2

 7. Staff’s comment: 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.

Response:
The Company acknowledges the Staff’s comment and respectfully directs the Staff to the Company’s response to comment 3 above.

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. Staff’s comment: 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 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.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 46 through 47 and 107 through 108 of the
Registration Statement.

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. Staff’s comment: 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.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 20, 41, 98 and 172 of the Registration
Statement.

Proposal No. 1
- The Business Combination Proposal, page 100

 10. Staff’s comment: 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.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages vii, 125 and 234 of the Registration Statement.

    3

Additional
Covenants of the Parties

Pinstripe
Covenants, page 110

 11. Staff’s comment: 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.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 137 of the Registration Statement.

Background
of the Business Combination, page 116

 12. Staff’s comment: 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 later in this section regarding Pinstripes engagement with another
SPAC.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 149 of the Registration Statement.

 13. Staff’s comment: 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.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 149 through 151 of the Registration Statement.

 14. Staff’s comment: 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.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 149 of the Registration Statement.

Certain Pinstripes
Projected Financial Information, page 124

 15. Staff’s comment: 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.

    4

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 153 and 155 of the Registration Statement
to clarify when Pinstripes provided the financial projections to the Banyan Board. The Company also advises the Staff that Pinstripes
prepared updated internally prepared financial forecasts on or about September 6, 2023, and has revised the disclosure on pages 98 and 156 through 159 of the Registration Statement to disclose the updated financial projections and why they were prepared.

 16. Staff’s comment: 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.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 98 and 156 through 159 of the Registration
Statement to reflect the fact that Pinstripes prepared updated internally prepared financial forecasts on or about September 6, 2023
and that such updated financial forecasts were the basis of the amendment to the business combination agreement that reduced the equity
value of Pinstripes.

Summary of
Scalar’s Financial Analysis

Selected Companies
Analysis, page 129

 17. Staff’s comment: 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 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.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 166 of the Registration Statement.

The Banyan
Boards Reasons for the Approval of the Business Combination, page 132

 18. Staff’s comment: 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