Pinstripes, Inc. entered into a non-binding term sheet to acquire Banyan Acquisition Corporation (NYSE:BYN) on April 25, 2023. Pinstripes, Inc. entered into a business combination agreement to acquire Banyan Acquisition Corporation from Banyan Acquisition Sponsor LLC and others for approximately $420 million in a reverse merger transaction on June 22, 2023. The transaction values the combined company at a pro forma enterprise value of approximately $520 million, at $10.00 per share. Pinstripes Stockholders will receive an aggregate of 40,666,485 shares based on an assumed stock price of $10.00 per share. Pinstripes, Inc. entered into amended and restated business combination agreement to acquire Banyan Acquisition Corporation on September 26, 2023. Pursuant to the amended business combination agreement: (a) the Company and Pinstripes amended the definition of ?Equity Value? to $379,366,110 and (b) the Company provided holders of common stock of Pinstripes prior to the closing of the Business Combination with an aggregate of 5 million shares of common stock of the post-closing combined company that are subject to vesting conditions (the ?Earnout Shares?). Pinstripes, Inc. entered into second amended and restated business combination agreement to acquire Banyan Acquisition Corporation on November 22, 2023. Pursuant to the Second Amended Business Combination Agreement, the Parties: (1) revised the definition of ?Equity Value? to $336,214,140 from $379,366,110, (2) provided that a number of shares equal to the number of Forfeited Shares (as defined below), will be issued to holders of outstanding common stock of Pinstripes as consideration in the Business Combination in the form of common stock of the post-closing combined company and (3) provided that holders of outstanding common stock of Pinstripes will receive an aggregate of 4,000,000 shares of class B common stock of the post-closing combined company, which will be subject to a vesting condition. Upon the closing of the transaction, Pinstripes? common stock and warrants are expected to be listed on the NYSE under the ticker symbols ?PNST? and ?PNST WS?, respectively. In accordance with the terms and subject to the conditions of the Agreement, at the effective time of the Merger, each outstanding share of common stock, par value $0.01 of Pinstripes (the ? Pinstripes Common Stock ?) (including shares of Pinstripes Common Stock resulting from the conversion of preferred stock of Pinstripes and excluding Dissenting Shares (as defined in the Agreement), treasury shares and Series I Convertible Preferred Stock of Pinstripes) will be cancelled and extinguished and converted into the right to receive the number of shares of common stock, par value $0.0001 per share of the Company (the ? Company Common Stock ?) determined in accordance with the Agreement based on a pre-money equity value of Pinstripes of $429,000,000 and a price of $10 per share of Company Common Stock. The Series I Convertible Preferred Stock of Pinstripes will be converted into Pinstripes Common Stock immediately prior to the Closing (as defined below) and, at the effective time of the Merger, such resulting shares of Pinstripes Common Stock will be cancelled and extinguished and converted into the right to receive the number of shares of Company Common Stock determined in accordance with the Agreement based on an exchange ratio of 2.5 shares of Company Common Stock for each share of Pinstripes Common Stock resulting from the conversion of the Series I Preferred Stock of Pinstripes immediately prior to Closing. Pinstripes is led by Founder and Chief Executive Officer Dale Schwartz, who will continue to lead the company with his seasoned leadership team. Banyan is led by Chairman Jerry Hyman and Chief Executive Officer Keith Jaffee. The agreement also provides that, in case the Agreement is terminated (unless by Pinstripes due to a Willful and Material Breach (as defined and further detailed in the Agreement)), the Company and Pinstripes will share any qualifying expenses relating to the transaction in the following manner: (i) first, the Company will bear and pay up to $400,000, and (ii) second, Pinstripes will bear and pay up to $1,500,000 of any remaining expenses that qualify for expense reimbursement. Qualifying expenses are any SPAC Expenses (as defined in the Agreement) that are incurred on and following May 1, 2023, with the exception of fees and expenses of legal counsel to the Company.

The boards of directors of Pinstripes and Banyan have each approved the transaction, the consummation of which is subject to various customary closing conditions, including the filing and effectiveness of an S-4 registration statement with the SEC, approval of the stockholders of Banyan and Pinstripes (although stockholders of Pinstripes sufficient to approve the deal have entered into support agreements committing in favor of the transaction), each applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, relating to the Business Combination shall have expired, been terminated or obtained (or be deemed, by applicable law, to have been obtained), as applicable, there shall not be any applicable law in effect that makes the consummation of the transactions contemplated by the Agreement illegal or any order in effect preventing the consummation of the Business Combination, the Company?s common stock to be issued in connection with the transactions contemplated by the Agreement shall be listed or have been approved for listing on NYSE or Nasdaq, subject only to official notice of issuance thereof, the certificate of merger shall have been accepted for filing by the Delaware Secretary of State and delivery of the minimum gross cash proceeds. The shareholders of Banyan approved the transaction on December 27, 2023. The transaction is expected to close in the fourth quarter of 2023. Transaction is expected to close late Q4 2023. As of November 7, 2023, transaction is expected to close in the fourth quarter of 2023.

William Blair & Company, L.L.C. is serving as financial and capital markets advisor to Banyan. BTIG, LLC is serving as capital markets advisor to Banyan. DLA Piper LLP (US) is serving as legal counsel to William Blair & Company, L.L.C. and BTIG, LLC. Harrington Park Advisors is acting as exclusive financial advisor to Middleton Partners. Katten Muchin Rosenman LLP is acting as legal advisor to Pinstripes, and Carlo Zenkner, P.C., Douglas C. Gessner, P.C., Peter C. Fritz, Isilay Piskin, Arjun Mocherla and Nick LaPietra of Kirkland & Ellis is acting as legal advisor to Banyan. Piper Sandler is serving as financial advisor to Pinstripes on the equity investment funded by Middleton Partners. Scalar, LLC acted as financial advisor and provides fairness opinion to the board of directors of Banyan. Piper Sandler & Co. acted as financial advisor to Pinstripes, Inc. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent and Morrow & Co., LLC as proxy solicitor for Banyan. Banyan will pay a pay a fee of $15,000 to Morrow & Co., LLC for proxy solicitation. Piper Sandler Companies acted as due diligence provider to Pinstripes.

Pinstripes, Inc. completed the acquisition of Banyan Acquisition Corporation from Banyan Acquisition Sponsor LLC and others in a reverse merger transaction on December 29, 2023. Pursuant to the Business Combination, Pinstripes has become a wholly-owned subsidiary of Banyan, which has changed its name to Pinstripes Holdings, Inc. (together with Pinstripes, Inc, ?Pinstripes?). Pinstripes? Class A common stock and warrants will begin trading on NYSE under the ticker symbols ?PNST? and ?PNST WS,? respectively, on January 2, 2024. Pinstripes? Founder and Chief Executive Officer, Dale Schwartz, and the rest of the current management team of Pinstripes, will continue in their management roles. Following the Business Combination, Mr. Schwartz will serve as Chairman of the Board of Directors, in addition to President and Chief Executive Officer, and Tony Querciagrossa will continue as Chief Financial Officer of Pinstripes. In addition, Jack Greenberg, Dr. Daniel Goldberg, Larry Kadis, George Koutsogiorgas and Diane Aigotti, along with Jerry Hyman, will serve as independent directors on the board of Pinstripes.