Filed by Banyan Acquisition
Corporation pursuant to
Rule 425 under the Securities
Act of 1933, as amended,
and deemed filed pursuant
to Rule 14a-12 under
the Securities Exchange
Act of 1934, as amended.
Subject Company: Banyan
Acquisition Corporation
Commission File No. 001-41236
The following is a press release first made
available on December 5, 2023.
Pinstripes and Banyan Acquisition Corp. Announce
Effectiveness of Form S-4 Registration Statement
Special Meeting of
Banyan Stockholders to Approve Business Combination Scheduled for December 20, 2023
December 05, 2023 08:00 AM Eastern Standard
Time
NORTHBROOK,
Ill.—(BUSINESS WIRE)—Pinstripes, Inc. (“Pinstripes,” or “the Company”), a best-in-class
experiential dining and entertainment brand combining bistro, bowling, bocce and private event space, and Banyan Acquisition Corporation
(“Banyan”) (NYSE: BYN), a publicly traded special purpose acquisition company, today announced that the U.S. Securities and
Exchange Commission (“SEC”) declared effective the Registration Statement on Form S-4, as amended (the “Registration
Statement”) filed with the SEC in connection with the previously announced proposed business combination (the “Business Combination”)
of Pinstripes and Banyan.
“We are pleased to
achieve this important step forward to becoming a publicly traded company,” said Dale Schwartz, Founder and CEO of Pinstripes.
“Pinstripes is poised to continue capitalizing on strong consumer demand and to delivering extraordinary experiences through our
unique combination of made-from-scratch dining and the timeless games of bowling and bocce. With our iconic community focused venues
and our passionate Pinstripes team, we are at an exciting inflection point of growth. Concluding our process of becoming a public company
will help accelerate our growth, as Pinstripes continues to create extraordinary, magical connections that bring out the best in everyone.”
“Pinstripes is a
leader when it comes to innovation and experiential dining. We are proud to partner with them on this transaction and are thrilled to
have achieved this milestone,” added Jerry Hyman, Chairman of Banyan. “Pinstripes continues to demonstrate its ability to
execute with its commitment to authenticity, the ongoing success of its current locations as well as the successful opening of its latest
location in Westfield Topanga. With more locations in the pipeline and an ability to soundly meet dynamic consumer trends and behavior,
Pinstripes offers investors a distinctive entryway into an experiential and fine dining concept with significant whitespace for growth
ahead.”
Special Meeting Details
Banyan announced it will
hold its special meeting of stockholders (the “Special Meeting”) on December 20, 2023, at 10:00 a.m., Eastern Time, to approve
the Business Combination with Pinstripes and related matters. Banyan stockholders of record as of November 20, 2023 are being sent notice
of, and are entitled to vote at the Special Meeting.
The
Special Meeting will be virtual and conducted via live webcast at https://www.cstproxy.com/banyanacquisition/sm2023.
To register and receive access to the virtual meeting, registered stockholders and beneficial stockholders (those holding shares through
a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in
the proxy statement.
Every
stockholder’s vote FOR ALL the proposals included in the proxy statement is important, regardless of the number of shares held.
Banyan stockholders who need assistance voting, have questions regarding the Special Meeting, or would like to request documents may
contact Banyan’s proxy solicitor Morrow Sodali LLC at (800) 662-5200 (banks and brokers can call (203) 658-9400)
or by emailing BYN.info@investor.morrowsodali.com.
If the necessary proposals
at the Special Meeting are approved, Pinstripes and Banyan anticipate that the Business Combination will close shortly after the Special
Meeting, subject to the satisfaction of all other closing conditions. Upon the closing of the Business Combination, the combined company’s
Class A common stock and warrants are expected to be listed on NYSE under the ticker symbols “PNST” and “PNST WS,”
respectively.
About Pinstripes
Born
in the Midwest, Pinstripes’ best-in-class venues offer a combination of made-from-scratch dining, bowling and bocce and flexible
private event space. From its full-service Italian-American food and beverage menu to its gaming array of bowling and bocce, Pinstripes
offers multi-generational activities seven days a week. Its elegant and spacious 25,000 – 38,000 square foot venues can accommodate
groups of 20 to 1,500 people for private events, parties, and celebrations. For more information on Pinstripes, please visit www.pinstripes.com.
About Banyan Acquisition
Corporation
Banyan
Acquisition Corporation (NYSE: BYN) is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with one or more businesses. The Company is led by Chairman Jerry Hyman
and Chief Executive Officer Keith Jaffee. For more information on Banyan Acquisition Corporation, please visit www.banyanacquisitioncorp.com.
Additional Information
and Where to Find It
On November 28, 2023, Banyan
filed with the SEC an amended Registration Statement, which included a preliminary proxy statement and prospectus of Banyan and preliminary
consent solicitation statement of Pinstripes in connection with the proposed Business Combination and related matters as described in
the Registration Statement. The Registration Statement was declared effective on December 4, 2023, and on December 5, 2023, Banyan filed
with the SEC the definitive joint proxy statement/consent solicitation statement/prospectus, which is being mailed or delivered, as applicable,
together with other relevant documents, to the respective stockholders of Banyan and Pinstripes. Banyan’s stockholders, Pinstripes'
stockholders and other interested persons are advised to read the definitive joint proxy statement/consent solicitation statement/prospectus
in connection with Banyan’s solicitation of proxies for its stockholders’ meeting to be held to approve the Business Combination
and related matters, and the solicitation of written consents of Pinstripes’ stockholders to approve the Business Combination,
because the definitive joint proxy statement/consent solicitation statement/prospectus contains important information about Banyan and
Pinstripes and the proposed Business Combination. This press release is not a substitute for the Registration Statement, the definitive
joint proxy statement/consent solicitation statement/prospectus or any other document that Banyan or Pinstripes will send to their stockholders
in connection with the Business Combination.
INVESTORS AND SECURITY
HOLDERS ARE ADVISED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION AND THE
PARTIES TO THE BUSINESS COMBINATION.
The
definitive joint proxy statement/consent solicitation statement/prospectus is being mailed to stockholders of Banyan as of November 20,
2023, the record date established for voting on the proposed Business Combination and related matters and will be sent to stockholders
of Pinstripes. Stockholders may obtain copies of the definitive joint proxy statement/consent solicitation statement/prospectus, without
charge, at the SEC’s website at www.sec.gov or by directing a request to: Banyan Acquisition Corporation,
400 Skokie Blvd., Suite 820, Northbrook, IL 60062.
INVESTMENT IN ANY SECURITIES
DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON
OR ENDORSED THE MERITS OF THE BUSINESS COMBINATION OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in the
Solicitations
This press release is not
a solicitation of a proxy from any investor or security holder. However, Banyan and Pinstripes and their respective directors, officers
and other members of their management and employees may be deemed to be participants in the solicitation of proxies from Banyan’s
stockholders with respect to the proposed Business Combination and related matters. Investors and security holders may obtain more detailed
information regarding the names, affiliations and interests of the directors and officers of Banyan and Pinstripes in the definitive
joint proxy statement/consent solicitation statement/prospectus relating to the proposed Business Combination. These documents may be
obtained free of charge from the sources indicated above.
No Offer or Solicitation
This press release is for
informational purposes only, and is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell
or the solicitation of an offer to buy or subscribe for any securities or a solicitation of any vote of approval, nor shall there be
any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such jurisdiction.
Caution About Forward-Looking
Statements
Certain statements in this
press release are “forward-looking statements”. Such forward-looking statements are often identified by words such as “believe,”
“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,”
“expect,” “should,” “would,” “plan,” “predict,” “forecasted,”
“projected,” “potential,” “seem,” “future,” “outlook,” and similar expressions
that predict or indicate future events or trends or otherwise indicate statements that are not of historical matters, but the absence
of these words does not mean that a statement is not forward-looking. These forward-looking statements and factors that may cause actual
results to differ materially from current expectations include, but are not limited to: risks related to the uncertainty of the projected
financial information with respect to Pinstripes, risks related to Pinstripes’ current growth strategy, Pinstripes’ ability
to successfully open and integrate new locations, the risks related to the capital intensive nature of Pinstripes’ business, the
ability of Pinstripes’ to attract new customers and retain existing customers and the impact of the COVID-19 pandemic, including
the resulting labor shortage and inflation, on Pinstripes. The foregoing list of factors is not exhaustive and additional factors that
may cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence of any event,
change or other circumstances that could give rise to the termination of definitive agreements with respect to the Business Combination;
(2) the outcome of any legal proceedings that may be instituted against Banyan, the combined company or others relating to the Business
Combination and the definitive agreements with respect thereto; (3) the inability to complete the Business Combination due to the failure
to obtain approval of the stockholders of Banyan or to satisfy (or to be waived) other conditions to closing (including, without limitation,
the minimum cash condition); (4) changes to the proposed structure of the Business Combination that may be required or appropriate; (5)
the ability to meet stock exchange listing standards following the consummation of the Business Combination; (6) the risk that the Business
Combination disrupts current plans and operations of Pinstripes as a result of the announcement and consummation of the Business Combination;
(7) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition,
the ability of the combined company to grow and manage growth profitably, maintain key relationships and retain its management and key
employees; (8) costs related to the Business Combination; (9) changes in applicable laws or regulations; (10) the possibility that Pinstripes
or the combined company may be adversely affected by other economic, business, and/or competitive factors and (11) Pinstripes’
estimates of operating results. The foregoing list of factors is not exhaustive.
Stockholders and prospective
investors should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors”
sections of the definitive joint proxy statement/consent solicitation statement/prospectus relating to the proposed Business Combination,
Banyan’s final prospectus dated January 19, 2022, related to its initial public offering, Banyan’s Annual Report on Form
10-K filed with the SEC on March 31, 2023 and other documents filed by Banyan from time to time with the SEC.
Stockholders and prospective
investors are cautioned not to place undue reliance on these forward-looking statements, which only speak as of the date made, are not
a guarantee of future performance and are subject to a number of uncertainties, risks, assumptions and other factors, many of which are
outside the control of Banyan and Pinstripes. Banyan and Pinstripes expressly disclaim any obligations or undertaking to release publicly
any updates or revisions to any forward-looking statements contained herein to reflect any change in the expectations of Banyan or Pinstripes
with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Contacts
Investor
Relations:
Pinstripes@icrinc.com
Media:
PinstripesPR@icrinc.com
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