Correspondence 0001104659-23-121374 from Pinstripes Holdings, Inc. (PNST, PNSTW) (CIK 0001852633)
Pinstripes Holdings, Inc. (PNST, PNSTW) (CIK 0001852633)
Date: Nov. 27, 2023 · CIK: 0001852633 · Accession: 0001104659-23-121374
AI Filing Summary & Sentiment
File numbers found in text: 333-274442
Referenced dates: November 16, 2023
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Banyan Acquisition
Corporation
400 Skokie Blvd, Suite
820
Northbrook, Illinois
60062
November
27, 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
Amendment No. 1 to Registration Statement on Form S-4
Filed November 1, 2023
File No. 333-274442
Ladies and Gentlemen:
This letter sets forth responses
of Banyan Acquisition Corporation (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 November 16, 2023 with respect to the above referenced Amendment No. 1 to 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. 2 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
Questions and Answers About the Business Combination
Q. How will the New Pinstripes Public Warrants
differ from the New Pinstripes Private..., page 46
1. Staff’s comment: 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..."
Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 49 of the Registration Statement.
Material Tax
Considerations of the Merger to U.S. Holders of Pinstripes Common Stock, page 201
2. Staff’s comment: 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.
Response:
The Company acknowledges the Staff’s comment and has provided the tax opinion as Exhibit 8.1 to the Registration Statement and
revised the disclosure on page 207 of the Registration Statement to reference the tax opinion.
Management's
Discussion and Analysis of Financial Condition and Results of Operations of Pinstripes
Key Performance
Metrics, page 268
3. Staff’s comment: 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.
Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 277 through 279 of the Registration Statement.
We hope that the foregoing
has been responsive to the Staff’s comments. If you have any questions related to this letter, please contact Christian Nagler of
Kirkland & Ellis at (212) 446-4660.
Sincerely,
/s/ Keith Jaffee
Keith Jaffee
Chief Executive officer
VIA E-MAIL
cc: Christian Nagler, P.C., Kirkland & Ellis LLP
Peter Seligson, P.C., Kirkland & Ellis
LLP
Mark Wood, Katten Muchin Rosenman LLP
Elizabeth McNichol, Katten Muchin Rosenman
LLP