10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-41236

BANYAN ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware	86-2556699
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

400 Skokie Blvd

Suite 820

Northbrook, Illinois 60062

(Address of principal executive offices)

(847) 757-3812

(Issuer’s telephone number)

N/A

(Former name, former address and former fiscal year, if changed since the last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbols	Name of Each Exchange on Which Registered
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant	BYN.U	New York Stock Exchange
Class A common stock, par value $0.0001 per share	BYN	New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	BYN.WS	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of November 13, 2023, there were 5,998,687 shares of Class A common stock, $0.0001 par value, and 5,245,000 shares of Class B common stock, $0.0001 par value, issued and outstanding.

BANYAN ACQUISITION CORPORATION

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2023

TABLE OF CONTENTS

	Page
Part I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of September 30, 2023 (Unaudited) and December 31, 2022	3
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited)	4
Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited)	5
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022 (Unaudited)	6
Notes to Condensed Consolidated Financial Statements (Unaudited)	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3. Quantitative and Qualitative Disclosures About Market Risk	29
Item 4. Controls and Procedures	29
Part II. Other Information
Item 1. Legal Proceedings	31
Item 1A. Risk Factors	31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 3. Defaults Upon Senior Securities	35
Item 4. Mine Safety Disclosures	35
Item 5. Other Information	35
Item 6. Exhibits	36
Part III. Signatures	38

2

PART I—FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

BANYAN ACQUISITION CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30,		December 31,
	2023		2022
	(unaudited)
Assets
Current assets:
Cash	$	304,554	$	510,893
Prepaid expenses - current		105,221		256,157
Total Current Assets		409,775		767,050
Noncurrent assets:
Treasury securities held in trust account		42,423,610		250,326,857
Prepaid expenses - noncurrent		—		12,764
Total Noncurrent Assets		42,423,610		250,339,621
Total Assets	$	42,833,385	$	251,106,671
Liabilities, Redeemable Class A Common Stock and Stockholders’ Deficit
Current liabilities:
Accrued expenses	$	3,550,710	$	—
Income tax payable		103,574		783,546
Accrued franchise tax expense		29,589		193,490
Excise tax liability		2,100,318		—
Promissory notes – related parties		506,000		—
Accounts payable		408,714		244,891
Total Current Liabilities		6,698,905		1,221,927
Noncurrent liabilities:
Warrant liability		4,353,613		599,875
Deferred underwriter’s fee payable		3,622,500		9,660,000
Total Noncurrent Liabilities		7,976,113		10,259,875
Total Liabilities		14,675,018		11,481,802
Commitments and Contingencies (Note 8)
Redeemable Class A Common Stock
Class A common stock, $0.0001 par value; 240,000,000 shares authorized; 3,998,687 and 24,150,000 shares issued and outstanding subject to possible redemption as of September 30, 2023 and December 31, 2022, respectively		42,423,610		250,326,857
Stockholders’ Deficit:
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; none issued and outstanding		—		—
Class A common stock, $0.0001 par value; 240,000,000 shares authorized; 2,000,000 and none issued and outstanding, excluding 3,998,687 and 24,150,000 shares subject to possible redemption as of September 30, 2023 and December 31, 2022, respectively		200		—
Class B common stock, $0.0001 par value; 60,000,000 shares authorized; 5,245,000 and 7,245,000 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively		525		725
Additional paid-in capital		—		—
Accumulated deficit		(14,265,968)		(10,702,713)
Total Stockholders’ Deficit		(14,265,243)		(10,701,988)
Total Liabilities, Redeemable Class A Common Stock and Stockholders’ Deficit	$	42,833,385	$	251,106,671

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

3

BANYAN ACQUISITION CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

	For the				For the
	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
Operating expenses:
Warrant issuance expense	$	—	$	—	$	—	$	500,307
Exchange listing fees		21,249		20,178		63,518		140,543
Legal fees		1,003,710		17,380		3,517,185		139,324
General, administrative, and other expenses		471,369		217,784		1,501,781		653,646
Total operating expenses		1,496,328		255,342		5,082,484		1,433,820
Loss from operations		(1,496,328)		(255,342)		(5,082,484)		(1,433,820)
Other income (expenses):
Change in fair value of warrant liability		922,888		1,454,500		(3,753,738)		13,214,963
Interest income on cash held in bank account		3,901		—		18,991		—
Interest income on treasury securities held in Trust Account		514,356		1,251,524		4,405,609		1,709,000
Unrealized gain (loss) on treasury securities held in Trust Account		44,693		47,960		(62,494)		9,732
Other income		1,485,838		2,753,984		608,368		14,933,695
Income (loss) before provision for income taxes		(10,490)		2,498,642		(4,474,116)		13,499,875
Provision for income taxes		(98,248)		(217,336)		(897,753)		(325,757)
Net (loss) income	$	(108,738)	$	2,281,306	$	(5,371,869)	$	13,174,118
Basic and diluted weighted average shares outstanding, Class A common stock		3,998,687		24,150,000		12,192,078		22,115,385
Basic and diluted net (loss) income per share, Redeemable Class A common stock	$	(0.01)	$	0.07	$	(0.28)	$	0.45
Basic and diluted weighted average shares outstanding, Non-redeemable Class A and Class B common stock		7,245,000		7,245,000		7,245,000		7,245,000
Basic and diluted net (loss) income per share, Non-redeemable Class A and Class B common stock	$	(0.01)	$	0.07	$	(0.28)	$	0.45

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

4

BANYAN ACQUISITION CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023
	Class A Common Stock
	Subject to			Class A			Class B			Additional				Total
	Possible Redemption			Common Stock			Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance – December 31, 2022	24,150,000	$	250,326,857	—	$	—	7,245,000	$	725	$	—	$	(10,702,713)	$	(10,701,988)
Remeasurement of Class A common stock to redemption value	—		813,105	—		—	—		—		—		(813,105)		(813,105)
Net income	—		—	—		—	—		—		—		1,319,136		1,319,136
Balance – March 31, 2023 (unaudited)	24,150,000		251,139,962	—		—	7,245,000		725		—		(10,196,682)		(10,195,957)
Redemption of Class A common stock	(20,151,313)		(210,031,815)	—		—	—		—		—		—		—
Sponsor capital contribution for non-redemption agreements	—		—	—		—	—		—		892,911		—		844,916
Non-redemption agreements	—		—	—		—	—		—		(892,911)		—		(844,916)
Conversion of Class B common stock to Class A common stock	—		—	2,000,000		200	(2,000,000)		(200)		—		—		—
Excise tax	—		—	—		—	—		—		—		(2,100,318)		(2,100,318)
Remeasurement of Class A common stock to redemption value	—		1,082,415	—		—	—		—		—		(1,082,415)		(1,082,415)
Reduction of Deferred Underwriter Fee Payable	—		—	—		—	—		—		—		6,037,500		6,037,500
Net loss	—		—	—		—	—		—		—		(6,582,267)		(6,582,267)
Balance – June 30, 2023 (unaudited)	3,998,687		42,190,562	2,000,000		200	5,245,000		525		—		(13,924,182)		(13,923,457)
Remeasurement of Class A common stock to redemption value	—		233,048	—		—	—		—		—		(233,048)		(233,048)
Net loss	—		—	—		—	—		—		—		(108,738)		(108,738)
Balance – September 30, 2023 (unaudited)	3,998,687	$	42,423,610	2,000,000	$	200	5,245,000	$	525	$	—	$	(14,265,968)	$	(14,265,243)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022
	Class A Common Stock
	Subject to			Class A			Class B			Additional				Total
	Possible Redemption			Common Stock			Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Shares	Amount		Capital		Deficit		Equity (Deficit)
Balance – December 31, 2021	—	$	—	—	$	—	7,245,000	$	725	$	24,275	$	(22,252)	$	2,748
Issuance of Units in IPO	24,150,000		219,353,777	—		—	—		—		—		—		—
Deemed capital contribution from issuance of private warrants	—		—	—		—	—		—		4,504,363		—		4,504,363
Remeasurement of Class A common stock to redemption value at IPO	—		26,976,223	—		—	—		—		(4,528,638)		(22,447,585)		(26,976,223)
Remeasurement of Class A common stock to redemption value	—		65,397	—		—	—		—		—		(65,397)		(65,397)
Net income	—		—	—		—	—		—		—		9,442,637		9,442,637
Balance – March 31, 2022 (unaudited)	24,150,000	$	246,395,397	—		—	7,245,000	$	725	$	—	$	(13,092,597)	$	(13,091,872)
Remeasurement of Class A common stock to redemption value	—		353,852	—		—	—		—		—		(353,852)		(353,852)
Net income	—		—	—		—	—		—		—		1,450,175		1,450,175
Balance – June 30, 2022 (unaudited)	24,150,000	$	246,749,249	—	$	—	7,245,000	$	725	$	—	$	(11,996,274)	$	(11,995,549)
Remeasurement of Class A common stock to redemption value	—		1,299,483	—		—	—		—		—		(1,299,483)		(1,299,483)
Net income	—		—	—		—	—		—		—		2,281,306		2,281,306
Balance – September 30, 2022 (unaudited)	24,150,000	$	248,048,732	—	$	—	7,245,000	$	725	$	—	$	(11,014,451)	$	(11,013,726)

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

5

BANYAN ACQUISITION CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Nine Months Ended
	September 30,
	2023		2022
Cash Flows from Operating Activities:
Net (loss) income	$	(5,371,869)	$	13,174,118
Adjustments to reconcile net income to net cash used in operating activities:
Interest income on treasury securities held in Trust Account		(4,405,609)		(1,709,000)
Unrealized loss (gain) on short-term investments held in Trust Account		62,494		(9,732)
Change in fair value of warrant liability		3,753,738		(13,214,963)
Warrant issuance expense		—		500,307
Changes in operating assets and liabilities:
Prepaid expenses		163,700		(350,032)
Accrued expenses		3,550,710		307,984
Income tax payable		(679,972)		—
Accounts payable		163,823		129,595
Accrued offering costs		—		(364,557)
Accrued franchise tax		(163,901)		149,589
Net cash used in operating activities		(2,926,886)		(1,386,691)
Cash Flows from Investing Activities:
Investment of cash in Trust Account		—		(246,330,000)
Proceeds from sale of investments		210,031,815		—
Withdrawal from Trust Account for taxes		2,214,547		—
Net cash provided by (used in) investing activities		212,246,362		(246,330,000)
Cash Flows from Financing Activities:
Proceeds from issuance of Units in IPO, net of underwriting fee		—		236,670,000
Proceeds from sale of private placement warrants		—		11,910,000
Payment of Class A common stock redemptions		(210,031,815)		—
Payment of promissory note – related party		—		(289,425)
Proceeds from promissory note - related party		506,000		—
Deferred offering costs		—		(42,391)
Net cash (used in) provided by financing activities		(209,525,815)		248,248,184
Net Change in Cash		(206,339)		531,493
Cash – Beginning		510,893		54,057
Cash – Ending	$	304,554	$	585,550
Non-Cash Investing and Financing Activities:
Initial fair value of Class A common stock subject to possible redemption	$	—	$	219,353,777
Remeasurement of Class A common stock subject to possible redemption	$	2,128,568	$	28,694,955
Deferred underwriter fee payable	$	—	$	9,660,000
Initial measurement of warrant liability	$	—	$	14,904,213
Reduction of Deferred Underwriter’s Fee Payable	$	(6,037,500)	$	—
Excise tax liability	$	2,100,318	$	—

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

6

BANYAN ACQUISITION CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(Unaudited)

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Banyan Acquisition Corporation (the “Company”) is a blank check company incorporated in Delaware on March 10, 2021. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Initial Business Combination”).

As of September 30, 2023, the Company had not commenced any operations. All activity for the period from March 10, 2021 (inception) through September 30, 2023, relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and pursuit of an Initial Business Combination. The Company will not generate any operating revenues until after the completion of an Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of unrealized gains and interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. Panther Merger Sub Inc. is a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”) with no activity.

Financing

The registration statement for the Company’s Initial Public Offering was declared effective on January 19, 2022. On January 24, 2022, the Company consummated its Initial Public Offering of 24,150,000 Units (the “Units”), each of which consisted of one-half of one redeemable warrant and one share of Class A common stock (the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $241,500,000, which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 11,910,000 Private Placement Warrants (the “Private Placement Warrants”) to Banyan Acquisition Sponsor LLC (the “Sponsor”), BTIG, LLC and I-Bankers Securities, Inc., at an exercise price of $1.00 per Private Placement Warrant, for an aggregate of $11,910,000.

Following the closing of the Initial Public Offering on January 24, 2022, $246,330,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”), located in the United States which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of an Initial Business Combination, (ii) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination by December 24, 2023 (the “Combination Period”).

At a reconvened special meeting of stockholders held on April 21, 2023 (the “Special Meeting”), the Company’s stockholders approved, and the Company subsequently adopted, (x) an amendment to the Company’s amended and restated certificate of incorporation (the “Charter Amendment”), which provided that (i) the Company shall have the option to extend the period by which it must complete an Initial Business Combination by eight months, from April 24, 2023 to December 24, 2023 (the “Extension Option”), and (ii) that each of the holders of shares of the Company’s Class B common stock shall have the right at any time to convert any and all of their shares of the Company’s Class B common stock to shares of the Company’s Class A common stock on a one-for-one basis prior to the closing of an Initial Business Combination, at the election of such holder and (y) an amendment to the Investment Management Trust Agreement (the “Trust Amendment”), which provided that the Company shall have the right to extend the period by which it must complete an Initial Business Combination by eight months, from April 24, 2023 to December 24, 2023, without having to make any payment to the Trust Account. Additionally, in connection with the Special Meeting, the Company and the Sponsor entered into certain non-redemption agreements with certain unaffiliated third parties, pursuant to which the Sponsor agreed to transfer an aggregate of 1,018,750 shares of Class B common stock to such third parties immediately following consummation of an Initial Business Combination if such third parties continued to hold certain amounts of Class A common stock through the closing of the Special Meeting and assuming the Charter Amendment and the Trust Amendment were adopted.

7

In connection with the stockholders’ vote at the Special Meeting, holders of 20,151,313 shares of Class A common stock exercised their right to redeem their shares for cash at an approximate price of $10.42 per share, which resulted in an aggregate payment to such redeeming holders of $210,031,815. As of September 30, 2023 (and inclusive of the payment referenced in the preceding sentence), the Trust Account balance was $42,423,610.

The Charter Amendment and the Trust Amendment received the requisite votes at the Special Meeting and were subsequently adopted by the Company. On April 21, 2023, the Company filed the Charter Amendment with the Secretary of State for the State of Delaware. On April 21, 2023, the Company exercised the Extension Option, extending the time allotted to complete an Initial Business Combination by eight months, from April 24, 2023 to December 24, 2023.

On April 21, 2023, pursuant to the terms of the Charter Amendment, the Sponsor converted 2,000,000 shares of Class B common stock held by it on a one-for-one basis into shares of Class A common stock with immediate effect. Following such conversion and taking into account the redemptions described above, there are 5,998,687 shares of Class A common stock issued and outstanding and 5,245,000 shares of Class B common stock issued and outstanding as of the date hereof.

Risks and Uncertainties

In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements, and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from whom shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022.

On April 21, 2023, the Company’s stockholders redeemed 20,151,313 Class A shares for a total of $210,031,815 in connection with the stockholder vote to approve the Company’s extension. The Company evaluated the classification and accounting of the stock redemption under ASC 450, “Contingencies”. ASC 450 states that when a loss contingency exists, the likelihood that the future events will confirm the loss or impairment of an asset or the incurrence of a liability can range from probable to remote. A contingent liability must be reviewed at each reporting period to determine appropriate treatment. The Company evaluated the current status and probability of completing an Initial Business Combination as of September 30, 2023 and determined that a contingent liability should be calculated and recorded. As of September 30, 2023, the Company recorded $2,100,318 of excise tax liability calculated as 1% of shares redeemed.

The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Liquidity, Capital Resources and Going Concern

As of September 30, 2023, the Company had $304,554 in operating cash and a working capital deficit of $6,289,130.

The Company’s liquidity needs up to September 30, 2023, had been satisfied through a payment from the Sponsor of $25,000 for Class B common stock, par value $0.0001 per share (“Class B common stock” and shares thereof, “Founder Shares”), the Initial Public Offering and the issuance of the Private Placement Warrants. Additionally, the Company drew on unsecured promissory notes to pay certain offering costs (see Note 5).

The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. Although no formal agreement exists, the Sponsor has agreed to extend Working

8

Capital Loans as needed (defined in Note 5 below). Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction and reducing overhead expenses. The Company cannot provide any assurance that (i) new financing will be available to it on commercially acceptable terms, if at all, or (ii) its plans to consummate an Initial Business Combination will be successful. In addition, management is currently evaluating the impact of the Russia/Ukraine war and its effect on the Company’s financial position, results of its operations and/or search for a target company.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern through the end of the Combination Period on December 24, 2023. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statement is prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering, as filed with the SEC on January 24, 2022, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on March 10, 2022 and the Company’s Annual Report filed on Form 10-K as filed with the SEC on March 31, 2023. The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any future periods.

The Company’s condensed financial statements are presented on a consolidated basis with Merger Sub, as it is a wholly owned subsidiary. Merger Sub does not have activity as of September 30, 2023.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

9

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $304,554 and $510,893 of operating cash and no cash equivalents as of September 30, 2023 and December 31, 2022, respectively.

Offering Costs

The Company complies with the requirements of the Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A— “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs are charged to stockholders’ equity or the statement of operations based on the relative value of the Public Warrants (as defined below) and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the Initial Public Offering. Accordingly, on January 24, 2022, offering costs totaled $15,147,955 (consisting of $4,830,000 of underwriting fees, $9,660,000 of deferred underwriting fees and $657,955 of actual offering costs, with $500,307 included in accumulated deficit as an allocation for the Public Warrants and the Private Placement Warrants, and $14,647,648 included in additional paid-in capital).

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed federally insured limits. Exposure to cash and cash equivalents credit risk is reduced by placing such deposits with major financial institutions and monitoring their credit ratings. At September 30, 2023, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Warrant Liability

The Company expects to account for warrants for the Company’s common stock that are not indexed to its own shares as liabilities at fair value on the balance sheet once issued. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital.

10

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) will be classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock includes certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. On April 21, 2023, the Company’s stockholders redeemed 20,151,313 Class A shares for a total of $210,031,815, resulting in 3,998,687 Class A shares outstanding subsequent to the redemptions. As of September 30, 2023 and December 31, 2022, there were 3,998,687 and 24,150,000 shares of Class A common stock subject to possible redemption issued or outstanding, respectively.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. On January 24, 2022, the Company recorded an accretion amount of $26,976,223, $4,528,638 of which was recorded in additional paid-in capital and $22,447,585 was recorded in accumulated deficit. The Company has subsequently recorded additional remeasurements of $6,125,425 and a reduction of $210,031,815 related to Class A stockholder redemptions to remeasure the value of Class A common stock subject to possible to redemption to its redemption value of $42,423,610 as of September 30, 2023.

11

Class A common stock subject to possible redemption is reflected on the condensed consolidated balance sheet at September 30, 2023 and December 31, 2022, as follows:

Gross proceeds from initial public offering	$	241,500,000
Less:
Fair value allocated to public warrants		(7,498,575)
Offering costs allocated to Class A common stock subject to possible redemption		(14,647,648)
Plus:
Remeasurement on Class A common stock subject to possible redemption		30,973,080
Class A common stock subject to possible redemption, December 31, 2022		250,326,857
Remeasurement on Class A common stock subject to possible redemption		813,105
Class A common stock subject to possible redemption, March 31, 2023		251,139,962
Redemption of Class A common stock		(210,031,815)
Remeasurement on Class A common stock subject to possible redemption		1,082,415
Class A common stock subject to possible redemption, June 30, 2023		42,190,562
Remeasurement on Class A common stock subject to possible redemption		233,048
Class A common stock subject to possible redemption, September 30, 2023	$	42,423,610

Income Taxes

The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under the asset and liability method, as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liability is settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the operation of statement in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. There were no unrecognized tax benefits as of September 30, 2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Internal Revenue Service charged the Company a $30,821 penalty for failure to pay proper estimated 2022 taxes. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next 12 months.

Net Income (Loss) Per Share of Common Stock

Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Shares of common stock subject to possible redemption at September 30, 2023, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income (loss) per common stock since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not included the Public Warrants and the Private Placement Warrants in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events, and the inclusion of such warrants would be anti-dilutive. As a result, diluted net income (loss) per share of common stock is the same as basic net income (loss) per share of common stock for the periods presented.

12

The Company’s statement of operations includes a presentation of net income (loss) per share of common stock subject to possible redemption and allocates the net income (loss) into the two classes of shares in calculating net income (loss) per common stock, basic and diluted. For redeemable Class A common stock, net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average number of shares of Class A common stock subject to possible redemption outstanding since original issuance. For non-redeemable Class A and Class B common stock, net income (loss) per share is calculated by dividing the net income (loss) by the weighted average number of shares of non-redeemable Class A and Class B common stock outstanding for the period. Non-redeemable Class A common stock includes 2,000,000 of Class B common stock that the Company converted on a one-for one basis into Class A common stock on April 21, 2023 (see Note 6), as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. Non-redeemable Class B common stock includes the Founder Shares, as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. As of September 30, 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company.

The following table reflects the calculation of basic and diluted net loss per share of common stock (in dollars, except per share amounts):

	For the Three Months Ended
	September 30,
	2023		2022
Class A common stock subject to possible redemption
Numerator: (Loss) income attributable to Class A common stock subject to possible redemption
Net (loss) income	$	(38,672)	$	1,754,851
Denominator: Weighted average Class A common stock subject to possible redemption		(38,672)		1,754,851
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		3,998,687		24,150,000
Basic and diluted net (loss) income per share, Class A common stock subject to possible redemption	$	(0.01)	$	0.07
Non-Redeemable Class A and Class B common stock
Numerator: Net (loss) income
Net (loss) income	$	(70,066)	$	526,455
Denominator: Weighted average non-redeemable Class A and Class B common stock		(70,066)		526,455
Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B common stock		7,245,000		7,245,000
Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock	$	(0.01)	$	0.07

	For the Nine Months Ended
	September 30,
	2023		2022
Class A common stock subject to possible redemption
Numerator: Income attributable to Class A common stock subject to possible redemption
Net (loss) income	$	(3,369,552)	$	9,923,259
Denominator: Weighted average Class A common stock subject to possible redemption		(3,369,552)		9,923,259
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		12,192,078		22,115,385
Basic and diluted net (loss) income per share, Class A common stock subject to possible redemption	$	(0.28)	$	0.45
Non-Redeemable Class A and Class B common stock
Numerator: Net (loss) income
Net (loss) income	$	(2,002,317)	$	3,250,859
Denominator: Weighted average non-redeemable Class A and Class B common stock		(2,002,317)		3,250,859
Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B common stock		7,245,000		7,245,000
Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock	$	(0.28)	$	0.45

13

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. We are currently assessing the impact, if any, that ASU 2020-06 would have on our financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.

NOTE 3 — INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering on January 24, 2022, the Company sold 24,150,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half of one warrant (“Public Warrant”). Each whole Public Warrant is anticipated to entitle the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6).

An aggregate of $10.20 per Unit sold in the Initial Public Offering was held in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company.

NOTE 4 — PRIVATE PLACEMENT

The Company entered into an agreement with the Sponsor and the underwriters pursuant to which the Sponsor and underwriters purchased an aggregate of 11,910,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, generating $11,910,000 in the aggregate in a private placement that occurred simultaneously with the closing of the Initial Public Offering. Each Private Placement Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 6). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete an Initial Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.

NOTE 5 — RELATED PARTY TRANSACTIONS

Founder Shares

In March 2021, the Sponsor purchased 8,625,000 Founder Shares for an aggregate purchase price of $25,000 and an aggregate of 142,500 of such Founder Shares were subsequently transferred to our independent directors, executive officers and special advisor and other third parties. The fair value of the shares transferred is de minimis. On November 30, 2021, the Sponsor surrendered 1,725,000 Founder Shares as a result of changes to the terms of the Initial Public Offering, resulting in the Sponsor owning 6,900,000 Founder Shares. On January 19, 2022, the Company issued an additional 345,000 shares of Class B common stock pursuant to a stock split for no additional consideration as a result of the upsize to the Company’s Initial Public Offering (see Note 6). The number of Founder Shares outstanding collectively represents approximately 23% of the Company’s issued and outstanding shares after the Initial Public Offering.

The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of an Initial Business Combination or (B) subsequent to an Initial Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after an Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange,

14

reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property.

Promissory Note — Related Party

In March 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and was due upon the consummation of the Initial Public Offering. On January 24, 2022, the Company paid $289,425, the full amount outstanding under the Promissory Note, to the Sponsor.

Convertible Promissory Notes – Related Parties

On June 1, 2023, the Company entered into promissory note agreements with certain related parties (the “Related Party Promissory Notes”), pursuant to which the Company could borrow up to an aggregate principal amount of $2,000,000. The Related Party Promissory Notes are non-interest bearing and are due upon the consummation of the consummation of an Initial Business Combination. If an Initial Business Combination is not consummated, the Related Party Promissory Notes are only repaid solely to the extent the Company has funds available to it outside of the Trust Account, and that all other amounts will be contributed to capital, forfeited, eliminated or otherwise forgiven or eliminated. Upon consummation of an Initial Business Combination, the payees have the option, but not the obligation, to convert up to an aggregate $1,500,000 of the total outstanding principal amounts of the Related Party Promissory Notes, in whole or in part, into warrants of the Company (each, a “Warrant”) at a price of $1.00 per Warrant. Each Warrant is exercisable for one share of Class A common stock, $0.0001 par value per share, of the Company. The Warrants will be identical to the Private Placement Warrants issued to the Sponsor at the time of the Company’s Initial Public Offering. As of September 30, 2023 and December 31, 2022, there was $506,000 and $0 outstanding under the Related Party Promissory Notes, respectively. The Company determined that the fair value of the conversion option is de minimis as of the date of the promissory note draws through September 30, 2023. As such, the Company has recorded the Related Party Promissory Notes balance at amortized cost on the balance sheets.

Related Party Loans

In addition, in order to finance transaction costs in connection with an Initial Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). The Working Capital Loans would either be repaid upon consummation of an Initial Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans, or up to an aggregate of $4,830,000 of such Working Capital Loans with respect to funded extension periods, may be convertible into warrants at a price of $1.00 per warrant, of the post-Business Combination entity. If the Company completes an Initial Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that an Initial Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The warrants would be identical to the Private Placement Warrants. As of September 30, 2023 and December 31, 2022, there was $506,000 and $0 outstanding under the Working Capital Loans as the Related Party Promissory Notes entered into on June 1, 2023 are Working Capital Loans.

Support Services Agreement

Commencing on the listing date, the Company agreed to pay the Sponsor pursuant to a support services agreement a total of $10,000 per month for office space provided to the Company. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company’s contractual obligation under the support services agreement to pay these monthly fees will cease. For the three and nine months ended September 30, 2023, the Sponsor permanently waived its right to receive such fees from the Company. The Sponsor expects to continue to permanently waive its rights to receive such fees in future periods.

15

NOTE 6 — STOCKHOLDERS’ (DEFICIT) EQUITY

Preferred stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding.

Class A common stock — The Company is authorized to issue 240,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. On April 21, 2023, Class A stockholders redeemed 20,151,313 shares of Class A common stock subject to possible redemption in connection with the stockholder vote to approve the Company’s Extension Option. On April 21, 2023, the Sponsor converted 2,000,000 shares of Class B common stock into 2,000,000 shares of Class A common stock on a one-for-one basis. The 2,000,000 converted shares Class A common stock do not have any redemption features and do not participate in the income earned on the Trust Account. At September 30, 2023 and December 31, 2022, there were 2,000,000 and no shares of Class A common stock issued and outstanding, respectively, excluding 3,998,687 and 24,150,000 shares of Class A common stock subject to possible redemption, respectively.

Class B common stock — The Company is authorized to issue 60,000,000 shares of Class B common stock with a par value of $0.0001 per share. In March 2021, the Sponsor purchased 8,625,000 shares of Class B common stock for an aggregate purchase price of $25,000 and an aggregate of 142,500 of such shares Founder Shares were subsequently transferred to our independent directors, executive officers and special advisor and other third parties. On November 30, 2021, the Sponsor surrendered 1,725,000 shares of Class B common stock as a result of changes to the terms of the Initial Public Offering. On January 19, 2022, the Company issued an additional 345,000 shares of Class B common stock pursuant to a stock split for no additional consideration as a result of the upsize to the Company’s Initial Public Offering. Share amounts and related information have been retrospectively restated for the share surrender and stock split. On April 21, 2023, the Sponsor converted 2,000,000 shares of Class B common stock into 2,000,000 shares of Class A common stock on a one-for-one basis. Thus, as of September 30, 2023 and December 31, 2022, the Company presented 5,245,000 and 7,245,000 shares of Class B common stock issued and outstanding on the balance sheet, respectively.

With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our Initial Business Combination, except as required by law, holders of our Founder Shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. However, prior to the consummation of the Initial Business Combination, holders of the Class B common stock will have the right to elect all of the Company’s directors and may remove members of the board of directors for any reason.

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of an Initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of an Initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, subject to adjustment for stock splits, stock dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like, in the aggregate, on an as-converted basis, 23% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with an Initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in an Initial Business Combination and excluding any Private Placement Warrants issued to our Sponsor, its affiliates or any member of our management team upon conversion of Working Capital Loans.

16

NOTE 7 — WARRANT LIABILITY

The Company accounts for the 23,985,000 warrants issued in connection with the Initial Public Offering (the 12,075,000 Public Warrants and the 11,910,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classifies each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such remeasurement, the warrant liability is adjusted to fair value, with the change in fair value recognized in the Company’s statements of operations.

Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Accordingly, unless a unit holder purchases at least two Units, they will not be able to receive or trade a whole warrant. The Public Warrants will become exercisable on the later of (a) 12 months from the closing of the Initial Public Offering and (b) 30 days after the completion of an Initial Business Combination.

The Company is not obligated to deliver any shares of Class A common stock pursuant to the exercise of a Public Warrant and has no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public Warrant is exercisable, and the Company is not obligated to issue any shares of Class A common stock upon exercise of a Public Warrant unless the share of Class A common stock issuable upon such Public Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Public Warrants.

The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of an Initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the public warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of an Initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A common stock until the public warrants expire or are redeemed, as specified in the public warrant agreement; provided that if the Class A common stock is at the time of any exercise of a public warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their public warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the shares of Class A common stock issuable upon exercise of the public warrants is not effective by the 60th business day after the closing of an Initial Business Combination, public warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise public warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The redemption of the warrants is as follows:

Redemption of warrants when the price per Class A common stock equals or exceeds $18.00. Once the public warrants become exercisable, the Company may redeem the Public Warrants:

● in whole and not in part;

● at a price of $0.01 per warrant;

● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

● if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders.

If and when the Public Warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

17

Redemption of warrants when the price per Class A common stock equals or exceeds $10.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants:

● in whole and not in part;

● at $0.10 per warrant

● upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A common stock;

● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like) for any 20 trading days within the 30-trading day period ending three trading days before the Company send the notice of redemption to the warrant holders; and

● if the closing price of the Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share, the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of an Initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an Initial Business Combination on the date of the consummation of an Initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the shares of Class A common stock during the 20-trading day period starting on the trading day prior to the day on which the Company consummates an Initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price and the “Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00” described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above under “Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants will be identical to the Public Warrants included in the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees (except for a number of shares of Class A common stock as described above under Redemption of warrants for Class A common stock). If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants.

18

NOTE 8 — COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale. The holders will have the right to require us to register for resale these securities pursuant to a shelf registration under Rule 415 under the Securities Act. The holders of a majority of these securities will also be entitled to make up to three demands, plus short form registration demands, that we register such securities. In addition, the holders will be entitled to certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our Initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriter Agreement

The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 3,150,000 additional Units to cover over-allotments at the Initial Public Offering price less the underwriting discount. The underwriters exercised the over-allotment option in full on January 24, 2022. The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $4,830,000 in the aggregate, paid upon the closing. In addition, the underwriters are entitled to a deferred fee of $0.40 per Unit, or $9,660,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement.

On June 22, 2023, the Company and the underwriter entered into an agreement to reduce the deferred underwriter commission payable upon consummation of the Initial Business Combination from $9,660,000 to $3,622,500. In the event the funds available in the Trust Account upon the consummation of the Initial Business Combination are insufficient to pay the underwriter for the deferred underwriter commission, the Company will pay the underwriter, in cash, upon consummation of the Initial Business Combination, as a capital markets advisory fee, an amount equal to the difference between the deferred underwriting commission actually paid to the underwriter and $3,622,500 such that their total compensation from the deferred underwriting commission plus the capital markets advisory fee equals $3,622,500. As such, the Company has reduced the deferred underwriter fee payable on its condensed consolidated balance sheets to $3,622,500 as of September 30, 2023.

Placement Agent Agreement

On June 19, 2023, the Company engaged William Blair & Company, L.L.C. (“William Blair”) as co-placement agent with BTIG, LLC (“BTIG”) (together, the “Placement Agents”) in connection with the Company’s Initial Business Combination. If the Initial Business Combination is consummated, William Blair will be paid a success fee of $4,000,000. In the event a securities offering is consummated, the Company will pay the Placement Agents an aggregate placement fee of 5.00% of the total transaction consideration. No amounts have been accrued for as of September 30, 2023 as they are contingent on the consummation of the Initial Business Combination and securities offering.

Business Combination Agreement

On June 23, 2023 the Company announced that the Company, Merger Sub and Pinstripes, Inc., a Delaware corporation (“Pinstripes”), had entered into a Business Combination Agreement, dated as of June 22, 2023 (the “Pinstripes Agreement”). Pinstripes, Merger Sub and the Company are collectively referred to herein as the “Parties.” Pinstripes is an experiential dining and entertainment brand combining bistro, bowling, bocce and private event space.

Pursuant to the Pinstripes Agreement, it is anticipated that (a) Merger Sub shall merge with and into Pinstripes (the “Merger”), with Pinstripes being the surviving corporation of the Merger (Pinstripes, in its capacity as the surviving company of the Merger, the “Post-Business Combination Surviving Company”), and as a result of which the Post-Business Combination Surviving Company will become a wholly owned subsidiary of the Company. The Merger and the other transactions contemplated by the Pinstripes Agreement are hereinafter referred to as the “Business Combination”. The Company initially filed a Registration Statement on Form S-4 with respect to the Business Combination with the SEC on September 11, 2023 and the Company anticipates that the Business Combination will

19

close in the fourth quarter of 2023, following the receipt of the required approval by the Company’s stockholders and the fulfillment or waiver of other closing conditions.

In accordance with the terms and subject to the conditions of the Pinstripes 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 Pinstripes Agreement), any cancelled treasury shares and shares of Pinstripes Common Stock issued in connection with the conversion of the Series I Convertible Preferred Stock (as defined in the Pinstripes Agreement)) 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 Pinstripes 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 of the Business Combination (the “Closing”) 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 Pinstripes 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 the Closing.

On September 26, 2023, the Company, Merger Sub Inc., and Pinstripes entered into the Amended and Restated Business Combination Agreement, which amends and restates the Pinstripes Agreement (as so amended and restated, the “Amended Pinstripes Agreement”). Pursuant to the Amended Pinstripes Agreement: (a) the Company and Pinstripes revised the definition of “Equity Value”, from $429,000,000 to $379,366,110 and (b) the Company shall provide holders of common stock of Pinstripes prior to the closing of the Business Combination with an aggregate of 5 million shares of Class B common stock of the post-closing combined company, which shall be subject to certain vesting and forfeiture conditions and restrictions on transfer as implemented by the issuance of 2,500,000 shares of Series B-1 common stock of the post-closing combined company, par value $0.0001 per share and 2,500,000 shares of Series B-2 common stock of the post-closing combined company, par value $0.0001 per share, which shall convert into shares of Company Common Stock upon the satisfaction of certain vesting conditions (the “Earnout Shares”). The Earnout Shares shall be subject to vesting conditions and forfeitureas follows: (i) 50% of the Earnout Shares shall be issued as Series B-1 common stock of the post-closing combined company and shall vest and no longer be subject to forfeiture if the volume weighted average share price of the Company Common Stock equals or exceeds $12.00 per share for any 20 trading days within any consecutive 30-trading day period commencing five months after the closing of the Business Combination and (ii) 50% of the Earnout Shares shall be issued as shares of Series B-2 common stock of the post-closing combined company and shall vest and no longer be subject to forfeiture if the volume weighted average share price of the Company Common Stock equals or exceeds $14.00 per share for any 20 trading days within any consecutive 30-trading day period commencing five months after the closing of the Business Combination.

Bridge Financing

On June 22, 2023, concurrently with the execution of the Pinstripes Agreement, affiliates of the Sponsor entered into a securities purchase agreement with Pinstripes to provide $18.0 million of bridge financing in the form of Series I Convertible Preferred Stock of Pinstripes (the “Bridge Financing”). Since the initial closing of the Bridge Financing, affiliates of the Sponsor have provided $3,266,200 of additional financing to Pinstripes in the form of Series I Convertible Preferred Stock of Pinstripes. The shares of Series I Convertible Preferred Stock received by such affiliates will convert, pursuant to the terms of the Pinstripes Agreement, into shares of Company Common Stock in connection with the consummation of the Business Combination.

Sponsor Letter Agreement

On June 22, 2023, concurrently with the execution of the Pinstripes Agreement, the Company, the Sponsor, George Courtot, Bruce Lubin, Otis Carter, Kimberley Annette Rimsza, Matt Jaffee and Brett Biggs amended that certain letter agreement, dated as of January 19, 2022, by and among the Company and the parties thereto, and Pinstripes joined as a party to such letter agreement (the “Amended Sponsor Letter Agreement”), to take into account entry into the Pinstripes Agreement. The Amended Letter Agreement is included as Exhibit 10.1 hereto.

20

Registration Rights Agreement

At the closing of the Business Combination, it is anticipated that the Company, the Sponsor Parties and certain equityholders of Pinstripes will enter into an Amended and Restated Registration Rights Agreement, pursuant to which, among other things, the parties thereto will be granted customary registration rights with respect to shares of the post-Business Combination company.

Security Holder Support Agreement

On June 22, 2023, concurrently with the execution of the Pinstripes Agreement, the Company, Pinstripes and certain security holders of Pinstripes entered into security holder support agreements with respect to the Business Combination (the “Security Holder Support Agreement”). The Security Holder Support Agreement is included as Exhibit 10.2 hereto.

Lockup Agreement

On June 22, 2023, concurrently with the execution of the Pinstripes Agreement, the Company, Pinstripes and certain security holders of Pinstripes (the “Pinstripes Security Holders”) entered into a lockup agreement with respect to the Business Combination (the “Lockup Agreement”). The Lockup Agreement is included as Exhibit 10.3 hereto.

Director Designation Agreement

At the closing of the Business Combination, it is anticipated that the Company and Mr. Dale Schwartz will enter into Director Designation Agreement (the “Director Designation Agreement”). The form of the Director Designation Agreement is included as Exhibit 10.4 hereto.

Non-Redemption Agreements

The Company and the Sponsor entered into certain non-redemption agreements with certain unaffiliated third parties, pursuant to which the Sponsor agreed to transfer an aggregate of 1,018,750 shares of Class B common stock to such third parties immediately following consummation of an Initial Business Combination in exchange for the non-redemption of 4,075,000 shares of Class A common stock. The Company estimated the aggregate fair value of such 1,018,750 shares of Class B common stock transferrable to certain unaffiliated third parties pursuant to the non-redemption agreements to be $893,000 or approximately $0.88 per share. The excess fair value of such Class B common stock, or $892,911, was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A (“SAB Topic 5A”). Accordingly, in substance, it was recognized by the Company as a capital contribution by the affiliates of the Sponsor to induce the unaffiliated third parties not to redeem their Class A common stock, with a corresponding charge to additional paid-in capital to recognize the fair value of the Class B common stock subject to transfer as an offering cost.

NOTE 9 — FAIR VALUE MEASUREMENTS

Recurring Fair Value Measurements

At September 30, 2023, the Company’s warrant liability was valued at $4,353,613. Under the guidance in ASC 815-40, the Public Warrants and the Private Placement Warrants do not meet the criteria for equity treatment. As such, the Public Warrants and the Private Placement Warrants must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each remeasurement, the valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations.

21

The following table presents fair value information as of September 30, 2023, of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the private warrant liability is classified within Level 3 of the fair value hierarchy. The Company transferred the fair value of Public Warrants from a Level 3 measurement to a Level 1 measurement as a result of the Public Warrants detaching from the Units and becoming separately tradable:

	Public		Private Placement		Total Level 3
	Warrants		Warrants		Financial Instruments
Derivative warrant liabilities at December 31, 2022	$	—	$	298,000	$	298,000
Change in fair value		—		240,000		240,000
Level 3 derivative warrant liabilities at March 31, 2023		—		538,000		538,000
Change in fair value		—		2,082,000		2,082,000
Level 3 derivative warrant liabilities at June 30, 2023		—		2,620,000		2,620,000
Change in fair value		—		(458,000)		(458,000)
Level 3 derivative warrant liabilities at September 30, 2023	$	—	$	2,162,000	$	2,162,000

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis at September 30, 2023:

	(Level 1)		(Level 2)		(Level 3)
Assets
Treasury securities held in trust account	$	42,423,610	$	—	$	—
Liabilities
Public Warrants	$	2,191,613	$	—	$	—
Private Placement Warrants	$	—	$	—	$	2,162,000

22

The following table presents the changes in the fair value of derivative warrant liabilities for the three and nine months ended September 30, 2023:

			Private
	Public		Placement		Warrant
	Warrants		Warrants		Liability
Derivative warrant liabilities as of December 31, 2022	$	301,875	$	298,000	$	599,875
Change in fair value		212,520		240,000		452,520
Derivative warrant liabilities as of March 31, 2023		514,395		538,000		1,052,395
Change in fair value		2,142,105		2,082,000		4,224,105
Derivative warrant liabilities as of June 30, 2023		2,656,500		2,620,000		5,276,500
Change in fair value		(464,888)		(458,000)		(922,888)
Derivative warrant liabilities as of September 30, 2023	$	2,191,613	$	2,162,000	$	4,353,616

Measurement

The Company established the initial fair value for the warrants on January 24, 2022, the date of the consummation of the Company’s Initial Public Offering. The Company used a Monte Carlo simulation model to value the warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one-half of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B common stock, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to shares of Class A common stock subject to possible redemption (temporary equity), Class A common stock (permanent equity) and Class B common stock (permanent equity) based on their relative fair values at the initial measurement date.

The key inputs into the Monte Carlo simulation model formula were as follows at September 30, 2023:

	Class B
Input	Common Stock
Common stock price	$	10.53
Exercise price	$	11.50
Risk-free rate of interest		4.55	%
Volatility		0.001	%
Term		5.17
Value of one warrant	$	0.182
Dividend yield		0.000	%

On March 10, 2022, the Public Warrants detached from the Units and are separately tradable (NYSE: BYN.WS). As such, the fair value of the Public Warrants as of September 30, 2023, is based on the price of the Public Warrants at market close.

The key inputs into the Monte Carlo simulation model formula were as follows at January 24, 2022:

	January 24, 2022
	Public			Private
Input	Warrants			Warrants
Common stock price	$	9.69		$	9.69
Exercise price	$	11.50		$	11.50
Risk-free rate of interest		1.61	%		1.61	%
Volatility		10.85	%		10.86	%
Term		6.00			6.00
Value of one warrant	$	0.62		$	0.62
Dividend yield		0.00	%		0.00	%

23

Non-recurring Fair Value Measurements

In April 2023, the Company entered into non-redemption agreements with certain unaffiliated third parties (see Note 8). The Company accounts for the excess fair value of the Class B shares that will be transferred from the Sponsor to the unaffiliated third parties upon the consummation of the Initial Business Combination as an offering cost and a capital contribution by the Sponsor in accordance with SAB Topic 5A. The Company estimated the fair value of the 1,018,750 transferrable shares Class B common stock at $893,000, or $0.88 per share.

The fair value of the Class B shares was determined by multiplying the underlying stock price of the Company’s Class A common stock by the estimated probability of the Initial Business Combination and applying a discount for lack of marketability. The Company utilized April 12, 2023 as the measurement date which reflects the execution date of the majority of non-redemption agreements.

The following are the key inputs into the calculation at the measurement date:

	Private
Input	Warrants
Common stock price	$	10.41
Estimated probability of the Initial Business Combination		10.00	%
Volatility		40.00	%
Risk-free rate		4.25	%
Time to expiration		1.50

NOTE 10 — INCOME TAX

During the three and nine months ended September 30, 2023, the Company recorded an income tax provision of $98,248 and $897,753, respectively, in income taxes payable. During the three and nine months ended September 30, 2022, the Company recorded an income tax provision of $217,336 and $325,757 in accrued expenses. The effective tax rate was (936.53)% and 9.00% for the three months ended September 30, 2023 and 2022, respectively, and (20.07)% and 2.40% for the nine months ended September 30, 2023 and 2022, respectively. The effective tax rate differs from the Federal statutory tax rate of 21% for the three and nine months ended September 30, 2023 and 2022 due to changes in the fair value of warrant liabilities, state taxes and valuation allowance on the deferred tax assets.

The Company has evaluated the positive and negative evidence bearing upon its ability to realize its deferred tax assets, which primarily consist of net operating loss carryforwards. The Company considered the history of cumulative net losses, estimated future taxable income and prudent and feasible tax planning strategies, and has concluded that it is more likely than not that the Company will not realize the benefits of its deferred tax assets. As such, the Company recorded a full valuation allowance against net deferred tax assets as of September 30, 2023 and December 31, 2022.

24

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this report (this “Quarterly Report”) to “we,” “us” or the “Company” refer to Banyan Acquisition Corporation. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Banyan Acquisition Sponsor LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the Initial Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Initial Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report filed on Form 10-K as filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2023. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company incorporated as a Delaware corporation on March 10, 2021, and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Initial Business Combination”). We intend to effectuate our Initial Business Combination using cash from the proceeds of the Initial Public Offering (defined below) and the sale of the Private Placement Warrants (defined below), the proceeds of the sale of our shares in connection with our Initial Business Combination (pursuant to forward purchase agreements or backstop agreements we may enter into or otherwise), shares issued to the owners of the target, debt issued to banks or other lenders or the owners of the target, or a combination of the foregoing or other sources.

As indicated in the accompanying financial statements, at September 30, 2023 we had $304,554 in cash and a working capital deficit of $6,289,130. Further, we expect to continue to incur significant costs in the pursuit of our Initial Business Combination plans. We cannot assure our stockholders that our plans to complete an Initial Business Combination will be successful.

Business Combination Agreement

On June 23, 2023, the Company announced that the Company, Panther Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”) and Pinstripes, Inc., a Delaware corporation (“Pinstripes”), had entered into a Business Combination Agreement, dated as of June 22, 2023 (the “Pinstripes Agreement”). Pinstripes, Merger Sub and the Company are collectively referred to herein as the “Parties.”

Pursuant to the Pinstripes Agreement, it is anticipated that (a) Merger Sub shall merge with and into Pinstripes (the “Merger”), with Pinstripes being the surviving corporation of the Merger (Pinstripes, in its capacity as the surviving company of the Merger, the “Post-Business Combination Surviving Company”), and as a result of which the Post-Business Combination Surviving Company will become

25

a wholly owned subsidiary of the Company. The Merger and the other transactions contemplated by the Pinstripes Agreement are hereinafter referred to as the “Business Combination”. The Company initially filed a Registration Statement on Form S-4 with respect to the Business Combination with the SEC on September 11, 2023 and the Company anticipates that the Business Combination will close in the fourth quarter of 2023, following the receipt of the required approval by the Company’s stockholders and the fulfillment or waiver of other closing conditions.

In accordance with the terms and subject to the conditions of the Pinstripes 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 Pinstripes Agreement), any cancelled treasury shares and shares of Pinstripes Common Stock issued in connection with the conversion of the Series I Convertible Preferred Stock (as defined in the Pinstripes Agreement)) 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 Pinstripes 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 of the Business Combination (the “Closing”) 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 Pinstripes 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 the Closing.

On September 26, 2023, the Company, Merger Sub Inc., and Pinstripes entered into the Amended and Restated Business Combination Agreement, which amends and restates the Pinstripes Agreement (as so amended and restated, the “Amended Pinstripes Agreement”). Pursuant to the Amended Pinstripes Agreement: (a) the Company and Pinstripes revised the definition of “Equity Value”, from $429,000,000 to $379,366,110 and (b) the Company shall provide holders of common stock of Pinstripes prior to the closing of the Business Combination with an aggregate of 5 million shares of Class B common stock of the post-closing combined company, which shall be subject to certain vesting and forfeiture conditions and restrictions on transfer as implemented by the issuance of 2,500,000 shares of Series B-1 common stock of the post-closing combined company, par value $0.0001 per share and 2,500,000 shares of Series B-2 common stock of the post-closing combined company, par value $0.0001 per share, which shall convert into shares of Company Common Stock upon the satisfaction of certain vesting conditions (the “Earnout Shares”). The Earnout Shares shall be subject to vesting conditions and forfeitureas follows: (i) 50% of the Earnout Shares shall be issued as Series B-1 common stock of the post-closing combined company and shall vest and no longer be subject to forfeiture if the volume weighted average share price of the Company Common Stock equals or exceeds $12.00 per share for any 20 trading days within any consecutive 30-trading day period commencing five months after the closing of the Business Combination and (ii) 50% of the Earnout Shares shall be issued as shares of Series B-2 common stock of the post-closing combined company and shall vest and no longer be subject to forfeiture if the volume weighted average share price of the Company Common Stock equals or exceeds $14.00 per share for any 20 trading days within any consecutive 30-trading day period commencing five months after the closing of the Business Combination.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from March 10, 2021 (inception) through September 30, 2023, were organizational activities and those related to our intent to effectuate an Initial Business Combination. We do not expect to generate any operating revenues until after completion of our Initial Business Combination. We will generate non-operating income in the form of interest income on the cash and cash equivalents held in the trust account (the “Trust Account”) established in connection with the Company’s initial public offering (“Initial Public Offering). No material adverse change has occurred since the date of our audited financial statements. We expect to continue to incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, an Initial Business Combination.

For the three months ended September 30, 2023, we had net loss of $108,738, which consisted of $1,496,328 in expenses and a $98,248 provision for income taxes, offset by a $922,888 gain on the change in the fair value of warrant liabilities, a $44,963 unrealized gain on short-term investments held in the Trust Account and $518,257 of interest income.

For the nine months ended September 30, 2023, we had net loss of $5,371,869, which consisted of $5,082,484 in expenses, a $3,753,738 loss on the change in the fair value of warrant liabilities, a $62,494 unrealized loss on short-term investments held in the Trust Account and a $897,753 provision for income taxes, offset by $4,424,600 of interest income.

26

For the three months ended September 30, 2022, we had net income of $2,281,306, which consisted of a $1,454,500 gain on the change in the fair value of warrant liabilities, a $47,960 unrealized loss on short-term investments held in the Trust Account, and $1,251,524 of interest income, offset by $255,342 in expense and a $217,336 provision for income taxes.

For the nine months ended September 30, 2022, we had net income of $13,174,118, which consisted of a $13,214,963 gain on the change in the fair value of warrant liabilities, a $9,732 unrealized loss on short-term investments held in the Trust Account, and $1,709,000 of interest income, offset by $1,433,820 in expense and a $325,757 provision for income taxes.

Liquidity and Capital Resources

As of September 30, 2023, we had cash of $304,554. Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of common stock by the Sponsor and loans from our Sponsor.

On January 24, 2022, we consummated our Initial Public Offering of 24,150,000 Units (the “Units”), including the issuance of 3,150,000 Units as a result of the underwriters’ exercise of their over-allotment option in full. Each Unit sold consisted of one share of Class A common stock and one-half of one redeemable warrant, with each whole Warrant entitling the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $241,500,000 which is further described in Note 3 of the financial statements accompanying this Annual Report. Simultaneously with the closing of our Initial Public Offering, we completed the private placement of 11,910,000 private placement warrants (the “Private Placement Warrants”) to the Sponsor, BTIG and I-Bankers, including 1,260,000 Private Placement Warrants as a result of the underwriters’ exercise of their over-allotment option in full, at a purchase price of $1.00 per Private Placement Warrant, generating total proceeds to us of $11,910,000, which is further described in Note 4 of the financial statements accompanying this Annual Report.

Following the Initial Public Offering, the full exercise of the over-allotment option, and the sale of the Private Placement Warrants, a total of $246,330,000 was placed in the Trust Account, comprised of $237,720,000 of the proceeds from the Initial Public Offering (which amount includes $9,660,000 of the deferred underwriting discount payable upon consummation of our Initial Business Combination) and $8,610,000 of the proceeds of the sale of the Private Placement Warrants.

As of September 30, 2023, we had treasury securities held in the Trust Account of $42,423,610 (including approximately $514,356 and $4,405,609 of interest income and $44,693 and $(62,494) of unrealized gain (loss) on U.S. Treasury Bills with a maturity of 185 days or less for the three and nine months ended September 30, 2023, respectively). Interest earned on the balance in the Trust Account may be used by us to pay taxes. Through September 30, 2023, we have withdrawn $2,214,547 of interest earned from the Trust Account to pay taxes.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of taxes payable thereon and excluding deferred underwriting commissions) to complete our Initial Business Combination. We may withdraw interest to pay taxes, and we expect the only taxes payable by us out of the funds in the Trust Account will be related to income and franchise taxes, which we expect the interest earned on the amount in the Trust Account will be sufficient to pay. To the extent that shares of our common stock or debt is used, in whole or in part, as consideration to complete our Initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of September 30, 2023, we had available to us $304,554 of cash held outside the Trust Account. We intend to use these funds primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure and negotiate and complete an Initial Business Combination and to pay taxes to the extent the interest earned on the Trust Account is not sufficient to pay our taxes.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business prior to our Initial Business Combination, other than any funds available from loans from our Sponsor, its affiliates or members of our management team. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an Initial Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Initial Business Combination. In order to fund working capital deficiencies or finance transaction costs in connection with an intended Initial Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our directors

27

and officers may, but are not obligated to, loan us funds as may be required. If we complete our Initial Business Combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. Otherwise, such loans may be repaid only out of funds held outside the Trust Account. In the event that our Initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into Warrants at a price of $1.00 per Warrant at the option of the lender. The Warrants would be identical to the Private Placement Warrants. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our Initial Business Combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.

Additionally, we may need to obtain additional financing either to complete our Initial Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our Initial Business Combination, in which case we may issue additional securities or incur debt in connection with such business combination. If we have not consummated our Initial Business Combination within the required time period because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account.

At a reconvened special meeting of stockholders held on April 21, 2023 (the “Special Meeting”), the Company’s stockholders approved, and the Company subsequently adopted, (x) an amendment to the Company’s amended and restated certificate of incorporation (the “Charter Amendment”) which provided that (i) the Company shall have the option to extend the period by which it must complete an Initial Business Combination by eight months, from April 24, 2023 to December 24, 2023 and (ii) that each of the holders of shares of the Company’s Class B common stock shall have the right at any time to convert any and all of their shares of the Company’s Class B common stock to shares of the Company’s Class A common stock on a one-for-one basis prior to the closing of an Initial Business Combination, at the election of such holder and (y) an amendment to the Investment Management Trust Agreement (the “Trust Amendment”), which provided that the Company shall have the right to extend the period by which it must complete an Initial Business Combination by eight months, from April 24, 2023 to December 24, 2023, without having to make any payment to the Trust Account. Additionally, in connection with the Special Meeting, the Company and the Sponsor entered into certain non-redemption agreements with certain unaffiliated third parties, pursuant to which the Sponsor agreed to transfer an aggregate of 1,018,750 shares of Class B common stock to such third parties immediately following consummation of an Initial Business Combination if such third parties continued to hold certain amounts of Class A common stock through the closing of the Special Meeting and assuming the Charter Amendment and the Trust Amendment were adopted.

In connection with the stockholders’ vote at the Special Meeting, holders of 20,151,313 shares of Class A common stock exercised their right to redeem their shares for cash at an approximate price of $10.42 per share, which resulted in an aggregate payment to such redeeming holders of $210,031,815. As of September 30, 2023 (and inclusive of the payment referenced in the preceding sentence), the Trust Account balance was $42,423,610.

On April 21, 2023, pursuant to the terms of the Charter Amendment, the Sponsor converted 2,000,000 shares of Class B common stock held by it on a one-for-one basis into shares of Class A common stock with immediate effect. Following such conversion and taking into account the redemptions described above, there are 5,998,687 shares of Class A common stock issued and outstanding and 5,245,000 shares of Class B common stock issued and outstanding as of the date hereof. For more information on the Special Meeting, please refer to Item 1. Note 1 “Description of Organization and Business Operations.”

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2023. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities other than an agreement to pay an affiliate of our Sponsor a monthly fee of $10,000 for office space, operational support and secretarial and administrative services. We became contractually obligated to pay these fees on January 19, 2022, and will continue to be contractually obligated to

28

pay these fees monthly until the earlier of the completion of the Initial Business Combination and our liquidation. For the three and nine months ended September 30, 2023, the Sponsor permanently waived its right to receive such fees from the Company. The Sponsor expects to continue to permanently waive its rights to receive such fees in future periods.

The underwriters are entitled to a deferred fee of $0.40 per Unit, or $9,660,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete an Initial Business Combination and certain other conditions are met. On June 22, 2023, the Company and the underwriter entered into an agreement to reduce the deferred underwriter commission payable upon consummation of the initial business combination from $9,660,000 to $3,622,500. As such, the Company has reduced the deferred underwriter fee payable on its condensed consolidated balance sheets to $3,622,500 as of September 30, 2023.

On June 19, 2023, the Company engaged William Blair & Company, L.L.C. (“William Blair”) as co-placement agent with BTIG, LLC (“BTIG”) (together, the “Placement Agents”) in connection with the Company’s Initial Business Combination. If the Initial Business Combination is consummated, William Blair will be paid a success fee of $4,000,000. In the event a securities offering is consummated, the Company will pay the Placement Agents an aggregate placement fee of 5.00% of the total transaction consideration. No amounts have been accrued for as of September 30, 2023 as they are contingent on the consummation of the Initial Business Combination and securities offering.

Critical Accounting Estimates

The preparation of condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have not identified any critical accounting estimates.

Recent Accounting Standards

In August 2020, the Financial Accounting Standards Board issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. We are currently assessing the impact, if any, that ASU 2020-06 would have on our financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required for smaller reporting companies.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the principal executive officer and principal financial and accounting officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current principal executive officer and principal financial and accounting officer, the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended September 30, 2023, pursuant to Rule 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon this evaluation, our principal

29

executive officer and principal financial and accounting officer have concluded that during the period covered by this Quarterly Report, our disclosure controls and procedures were not effective as a result of a material weakness identified as of September 30, 2023, related to the fact that we had not yet designed and maintained effective controls relating to the accrual of legal fees.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Remediation Plan

Our principal executive officer or principal financial and accounting officer will obtain confirmation of billed and unbilled legal fees directly from our legal counsels through the end of each reporting period. There can be no assurance that our efforts will be successful or avoid potential future material weaknesses. In addition, until the remediation plan has been completed and operated for a sufficient period of time, and subsequent evaluation of its effectiveness is completed, the material weakness described above will continue to exist. We cannot assure you that the measure we plan to implement will be sufficient to remediate the material weakness we have identified or avoid potential future material weaknesses.

Changes in Internal Control over Financial Reporting

During the fiscal quarter ended September 30, 2023, except as disclosed above, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

30

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

The Company has received two demand letters from putative stockholders of the Company, dated September 26, 2023 and September 27, 2023 (the “Demands”), generally alleging that the proxy statement/consent solicitation statement/prospectus forming part of the registration statement on Form S-4 filed by the Company with the SEC on September 11, 2023, omits material information with respect to the Business Combination. The Demands seek the issuance of corrective disclosures in an amendment or supplement to the proxy statement/consent solicitation statement/prospectus. The outcome of the Demands cannot be predicted with certainty, although there is a risk that the putative stockholders could try to enjoin the special meeting of stockholders at which the Company’s stockholders are being asked to consider and vote upon the Business Combination, among other items. However, the Company believes that the allegations in the Demands are without merit. Additional complaints or demand letters may be filed against or received by the Company, the Company’s Board of Directors and/or Pinstripes in connection with the Business Combination. If additional similar complaints are filed or demand letters received, absent new or different allegations that are material, the Company or Pinstripes will not necessarily announce such additional filings.

Item 1A. Risk Factors

Factors that could cause our actual results to differ materially from those in this report include the risk factors described in our Annual Report on Form 10-K filed with the SEC on March 31, 2023 (our “Annual Report”) and in our Quarterly Report on Form 10-Q filed with the SEC on May 15, 2023 (our “Quarterly Report”). Except as described below, as of the date of this report, there have been no material changes to the risk factors disclosed in our Annual Report or Quarterly Report. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. The information presented below updates, and should be read in conjunction with, the risk factors disclosed in our Annual Report and our Quarterly Report and other reports we file with, or furnish to, the SEC. There have been no material changes in our risk factors since such filings, except for the following:

We cannot assure you that we will be able to complete the proposed Business Combination or complete an alternative Initial Business Combination by December 24, 2023, the date by which we are required to complete our Initial Business Combination or be forced to liquidate.

If we are not able to complete the Business Combination with Pinstripes or complete an alternative Initial Business Combination by December 24, 2023, or such earlier date as our board of directors may determine in its sole discretion, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such case, the public stockholders would only receive the applicable per-share price described above in connection with redeeming their shares and the public warrants would expire worthless.

The proposed Business Combination with Pinstripes may not be completed on the anticipated terms and there are uncertainties and risks related to consummating the proposed Business Combination with Pinstripes.

The Closing may not be completed on the anticipated terms and there are uncertainties and risks related to consummating the proposed Business Combination. Even if the Amended Pinstripes Agreement is approved by the stockholders of the Company, specified conditions must be satisfied or waived before the parties to Amended Pinstripes Agreement are obligated to complete the Business Combination. The Company does not control the satisfaction of all of such conditions. The Company and Pinstripes may not satisfy all of the closing conditions in the Amended Pinstripes Agreement. If the closing conditions are not satisfied or waived, the Business Combination will not occur, or will be delayed pending later satisfaction or waiver, and such delay may cause the Company and Pinstripes to each lose some or all of the intended benefits of the Business Combination.

31

Subsequent to the Closing of our proposed Business Combination, the Post-Business Combination Surviving Company may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition and its share price, which could cause you to lose some or all of your investment.

Although the Company has conducted due diligence on Pinstripes, it cannot assure you that this diligence has identified all material issues that may be present within Pinstripes, that it is possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Pinstripes’s and outside of the Company’s or the Post-Business Combination Surviving Company’s control will not later arise. As a result of these factors, the Post-Business Combination Surviving Company may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in it reporting losses. Even if due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with the Company’s preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on the Post-Business Combination Surviving Company’s liquidity, the fact that the Post-Business Combination Surviving Company reports charges of this nature could contribute to negative market perceptions about the Post-Business Combination Surviving Company or its securities. Accordingly, any of the Company’s public stockholders who choose to remain stockholders of the Post-Business Combination Surviving Company following the Business Combination could suffer a reduction in the value of their securities. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation relating to the Business Combination contained an actionable material misstatement or material omission.

An active, liquid trading market for the Post-Business Combination Surviving Company’s securities may not develop, which may limit your ability to sell such securities.

Although we intend to apply to list the Post-Business Combination Surviving Company’s common stock on the NYSE or Nasdaq, an active trading market for such securities may never develop or be sustained following the Closing. A public trading market having the desirable characteristics of depth, liquidity and orderliness depends upon the existence of willing buyers and sellers at any given time, such existence being dependent upon the individual decisions of buyers and sellers over which neither we nor any market maker has control. The failure of an active and liquid trading market to develop and continue would likely have a material adverse effect on the value of the Post-Business Combination Surviving Company’s common stock. The market price of the Post-Business Combination Surviving Company’s common stock may decline, and you may not be able to sell your Post-Business Combination Surviving Company common stock at all. An inactive market may also impair our ability to raise capital to continue to fund operations by issuing Post-Business Combination Surviving Company common stock.

During the pendency of the proposed Business Combination, the Company will not be able to enter into a business combination with another party because of restrictions in the Amended Pinstripes Agreement. Furthermore, certain provisions of the Amended Pinstripes Agreement will discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Amended Pinstripes Agreement.

Covenants in the Amended Pinstripes Agreement impede the ability of the Company to make acquisitions or complete other transactions that are not in the ordinary course of business pending completion of the Business Combination. As a result, the Company may be at a disadvantage to its competitors during that period. While the Amended Pinstripes Agreement is in effect, neither the Company nor Pinstripes nor any of their respective affiliates, subsidiaries or representatives may (a) solicit or initiate any competing transaction or take any action to knowingly facilitate or encourage any person or group of persons other than the parties and their respective affiliates, representatives and agents (a “Competing Party”), to enter into any agreement in principle, letter of intent, term sheet or definitive agreement, or make any filing with the SEC (including the filing of any registration statement) or other governmental entity, with respect to a competing transaction; (b) enter into, participate in or continue or otherwise engage in any discussions or negotiations with any Competing Party regarding a competing transaction; (c) furnish (including through any virtual data room) any information relating to any party or subsidiary thereof or any of their respective assets or businesses, or afford access to the assets, business, properties, books or records of any party or any subsidiary thereof to a Competing Party, in all cases, for the purpose of assisting with or facilitating a competing transaction; (d) approve, endorse or recommend any competing transaction; or (e) enter into a competing transaction or any agreement, arrangement or understanding (including any letter of intent or term sheet) relating to a competing transaction or publicly announce an intention to do so. If the Business Combination is not completed, these provisions will make it more difficult to complete an alternative business combination following the termination of the Amended Pinstripes Agreement due to the passage of time during which these provisions have remained in effect.

32

We and Pinstripes will incur significant transaction and transition costs in connection with the proposed Business Combination.

We and Pinstripes expect to incur significant, non-recurring costs in connection with consummating the Business Combination and operating as a public company following the consummation of the Business Combination. We and Pinstripes may also incur additional costs to retain key employees. We will incur and be responsible for the expenses and fees as set forth in, and in connection with, the Amended Pinstripes Agreement. There can be no assurance that such fees and expenses will not be greater than expected or that there will be no unexpected costs related to the Business Combination.

Some of our executive officers and directors may have conflicts of interest that may influence or have influenced them to support or approve the Business Combination without regard to your interests or in determining whether Pinstripes is an appropriate target for our Initial Business Combination.

Our Sponsor and independent directors currently hold an aggregate of 5,095,375 shares of Class B Common Stock. Pursuant to the Sponsor Support Agreement, our Sponsor and George Courtot, Bruce Lubin, Otis Carter, Kimberley Annette Rimsza, Matt Jaffee and Brett Biggs (collectively, the “Sponsor Parties”) have agreed that two-thirds of the Class B Shares (or Class A common stock of the Company if converted) held by the Sponsor Parties (excluding up to 1,000,000 shares that will be transferred by the Sponsor to investors pursuant to certain non-redemption agreements entered into by the Sponsor and up to 2,000,000 shares that may be transferred by the Sponsor to investors in the Bridge Financing and the PIPE Investment (as defined in the Sponsor Letter Agreement), the “Vesting Shares”) shall be subject to vesting conditions and forfeiture as follows: (i) 50% of the Vesting Shares shall vest and no longer be subject to forfeiture if the volume weighted average share price of the Company Common Stock equals or exceeds $12.00 per share for any 20 trading days within any consecutive 30-trading day period commencing five months after the Closing; and (ii) 100% of the Vesting Shares shall vest and no longer be subject to forfeiture if the volume weighted average share price of the Company Common Stock equals or exceeds $14.00 per share for any 20 trading days within any consecutive 30-trading day period commencing five months after the Closing. Any Vesting Shares that remain unvested upon the five-year anniversary of the Closing will be forfeited by the Sponsor Parties. The personal and financial interests of our Sponsor, Sponsor Parties, executive officers and directors may influence or have influenced their motivation in identifying and selecting a target for our Initial Business Combination, their support for completing the proposed Business Combination and the operation of the Post-Business Combination Surviving Company following the consummation of the proposed Business Combination.

Certain officers and members of our board of directors may also participate in arrangements that may provide them with other interests in the proposed Business Combination that are different from yours, including, among others, arrangements for their continued service as directors of the Post-Business Combination Surviving Company.

Further, our Sponsor and Sponsor Parties have agreed to (i) vote in favor of all SPAC Stockholder Voting Matters (as such term is defined in the Amended Pinstripes Agreement) and the transactions contemplated thereby, (ii) waive the anti-dilution or similar protections with respect to the shares of Class B Common Stock held by the Sponsor Parties, (iii) not redeem any of their shares in connection with the vote to approve the Business Combination and (iv) not further amend or modify the letter agreement, dated as of January 19, 2022, by and among the Company, the Sponsor and other parties thereto.

These interests, among others, may influence or have influenced our Sponsor, Sponsor Parties and the executive officers and members of our board of directors to support or approve the proposed Business Combination.

The exercise of the Company’s directors’ and executive officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in the Company’s stockholders’ best interests.

In the period leading up to the Closing, events may occur that, pursuant to the Amended Pinstripes Agreement, would require the Company to consider agreeing to amend the Amended Pinstripes Agreement, to consent to certain actions taken by Pinstripes or to waiving rights to which the Company is entitled under the Amended Pinstripes Agreement. Such events could arise because of changes in the course of Pinstripes’s business or a request by Pinstripes to undertake actions that would otherwise be prohibited by the terms of the Amended Pinstripes Agreement. In any of such circumstances, it would be at the Company’s discretion, acting through board of directors of the Company, to grant its consent or waive those rights. The existence of financial and personal interests of one or more of the directors described in the preceding risk factors may result in a conflict of interest on the part of such director(s) between what such director may believe is best for the Company and its stockholders and what such director may believe is best for themselves in determining whether or not to take the requested action. The Company does not believe there will be any changes or waivers that the

33

Company’s directors and executive officers would be likely to make after stockholder approval of the Business Combination proposal has been obtained.

If we are deemed to be an investment company for purposes of the Investment Company Act, we may be forced to abandon our efforts to complete an Initial Business Combination and instead be required to liquidate the Company. To mitigate the risk of that result, on or prior to the 24-month anniversary of the effective date of the registration statement relating to our IPO, we may instruct Continental Stock Transfer & Trust Company to liquidate the securities held in the Trust Account and instead hold all funds in the Trust Account in cash. As a result, following such change, we will likely receive minimal, if any, interest, on the funds held in the Trust Account, which would reduce the dollar amount that our public stockholders would have otherwise received upon any redemption or liquidation of the Company if the assets in the Trust Account had remained in U.S. government securities or money market funds.

On March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”), relating, among other things, to circumstances in which special purpose acquisition companies (“SPACs”) such as us could potentially be subject to the Investment Company Act and the regulations thereunder. The SPAC Rule Proposals would provide a safe harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria. To comply with the duration limitation of the proposed safe harbor, a SPAC would have a limited time period to announce and complete a de-SPAC transaction. Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company to file a report on Form 8-K announcing that it has entered into an agreement with a target company for an Initial Business Combination no later than 18 months after the effective date of the registration statement for its initial public offering. The company would then be required to complete its Initial Business Combination no later than 24 months after the effective date of the registration statement for its initial public offering. We understand that the SEC has recently been taking informal positions regarding the Investment Company Act consistent with the SPAC Rule Proposals.

There is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, including a company like ours, that does not complete its Initial Business Combination within the proposed time frame set forth in the proposed safe harbor rule. As indicated above, we completed our IPO on January 24, 2022 and have operated as a blank check company searching for a target business with which to consummate an Initial Business Combination since such time. On June 22, 2023, or approximately 17 months after the effective date of the Compnay’s registration statement, the Company entered into the Pinstripes Agreement and filed a Form 8-K with the SEC announcing the entry into the Pinstripes Agreement. On September 26, 2023, or approximately 20 months after the effective date of the Company’s registration statement, the Company entered into the Amended Pinstripes Agreement and filed a Form 8-K with the SEC announcing the entry into the Amended Pinstripes Agreement. However, despite entering into the Amended Pinstripes Agreement, we still may be unable to complete the Business Combination within 24 months after the effective date of the registration statement for our IPO, or at all. If we were deemed to be an investment company for purposes of the Investment Company Act, we might be forced to abandon our efforts to complete an Initial Business Combination and instead be required to liquidate the Company. If we are required to liquidate the Company, our investors would not be able to realize the benefits of owning shares in a successor operating business, including the potential appreciation in the value of our shares and warrants following such a transaction, and our warrants would expire worthless.

The funds in the Trust Account have, since our IPO, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. As of September 30, 2022, amounts held in Trust Account included approximately $514,356 and $4,405,609 of accrued interest for the three and nine months ended September 30, 2023. To mitigate the risk of us being deemed to have been operating as an unregistered investment company under the Investment Company Act, we may, on or prior to the 24-month anniversary of the effective date of the registration statement relating to our IPO, or January 19, 2024, instruct Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash (i.e., in one or more bank accounts) until the earlier of the consummation of an Initial Business Combination or our liquidation. Following such liquidation of the assets in our Trust Account, we will likely receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount our public stockholders would have otherwise received upon any redemption or liquidation of the Company if the assets in the Trust Account had remained in U.S. government securities or money market funds. This means that the amount available for redemption would not increase in the future.

In addition, even prior to the 24-month anniversary of the effective date of the registration statement relating to our IPO, we may be deemed to be an investment company. The longer that the funds in the Trust Account are held in short-term U.S. government securities

34

or in money market funds invested exclusively in such securities, even prior to the 24-month anniversary, there is a greater risk that we may be considered an unregistered investment company, in which case we may be required to liquidate. Accordingly, we may determine, in our discretion, to liquidate the securities held in the Trust Account at any time, even prior to the 24-month anniversary, and instead hold all funds in the Trust Account in cash, which would further reduce the dollar amount our public stockholders would receive upon any redemption or our liquidation.

We identified a material weakness in our internal control over financial reporting and may identify additional material weaknesses in the future, or fail to maintain an effective system of internal control over financial reporting, which may result in material misstatements of our financial statements or cause us to fail to meet our periodic reporting obligations.

In connection with the review of our financial statements as of and for the three and nine months ended September 30, 2023, we identified a material weakness in our internal control over financial reporting related to the accrual of legal fees. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. Management, with oversight from the board of directors and the audit committee of the board of directors will implement a remediation plan for this material weakness, including, our principal executive officer or principal financial and accounting officer obtaining confirmation of billed and unbilled legal fees directly from our legal counsels through the end of each reporting period. We cannot be certain as to the timing of completion of our evaluation, testing, and remediation actions or their effect on our operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

All recent unregistered sales of securities have been previously reported.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

During the three months ended September 30, 2023, none of our directors or officers adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S-K.

35

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.

No.	Description of Exhibit
2.1	Amended and Restated Business Combination Agreement, dated as of September 26, 2023, by and among Banyan Acquisition Corporation, Panther Merger Sub Inc. and Pinstripes, Inc. (1)
2.2	Business Combination Agreement, dated as of June 22, 2023, by and among Banyan Acquisition Corporation, Panther Merger Sub Inc. and Pinstripes, Inc. (2)
3.1	Amended and Restated Certificate of Incorporation.(3)
3.2	Charter Amendment, dated April 21, 2023, to the Amended and Restated Certificate of Incorporation.(4)
3.3	Bylaws.(5)
4.1	Specimen Unit Certificate.(5)
4.2	Specimen Class A Common Stock Certificate.(5)
4.3	Specimen Warrant Certificate.(5)
4.4	Warrant Agreement, dated January 19, 2022, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. (3)
10.1	Sponsor Letter Agreement, dated as of June 22, 2023, by and among Banyan Acquisition Corporation, Pinstripes, Inc., Banyan Acquisition Sponsor LLC and other parties thereto.(2)
10.2	Security Holder Support Agreement, dated as of June 22, 2023, by and among Banyan Acquisition Corporation, Pinstripes, Inc. and certain security holders of Pinstripes, Inc. set forth therein.(2)
10.3	Lockup Agreement, dated June 22, 2023, by and among Banyan Acquisition Corporation, Pinstripes, Inc. and certain security holders set forth therein.(2)
10.4	Form of Director Designation Agreement, by and between Banyan Acquisition Corporation and Dale Schwartz.(2)
10.5	Investment Management Trust Agreement, dated January 19, 2022, by and between the Company and Continental Stock Transfer & Trust Company, as trustee.(3)
10.6	Trust Amendment, dated April 21, 2023, to the Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.(4)
10.7	Registration Rights Agreement, dated January 19, 2022, by and among the Company, the Sponsor, BTIG, LLC and certain other security holders named therein.(3)
10.8	Support Services Agreement, dated January 19, 2022, by and between the Company and the Sponsor.(3)
10.9	Sponsor Warrants Purchase Agreement, dated January 19, 2022, by and between the Company and the Sponsor.(3)
10.10	BTIG Warrants Purchase Agreement, dated January 19, 2022, by and between the Company and BTIG, LLC.(3)
10.11	I-Bankers Warrants Purchase Agreement, dated January 19, 2022, by and between the Company and I-Bankers Securities, Inc.(3)
10.12	Securities Subscription Agreement, dated March 16, 2021, between the Registrant and Banyan Acquisition Sponsor LLC.(5)
10.13	Amended and Restated Promissory Note, initially dated March 16, 2021, issued to Banyan Acquisition Sponsor LLC.(5)
10.14	Form of Indemnity Agreement.(5)
31.1*	Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32**	Certification Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

36

101.INS*	XBRL Instance Document.
101.SCH*	XBRL Taxonomy Extension Schema Document.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document.

* Filed herewith.

** Furnished.

(1)Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on September 27, 2023, and incorporated by reference herein.

(2)Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on June 23, 2023, and incorporated by reference herein.

(3)Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on January 19, 2022, and incorporated by reference herein.

(4)Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on April 21, 2023, and incorporated by reference herein.

(5)Previously filed as an exhibit to the Company’s Pre-Effective Amendment No. 4 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-258599) filed on January 10, 2022, and incorporated by reference herein.

37

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	BANYAN ACQUISITION CORPORATION
Date: November 13, 2023	By:	/s/ Keith Jaffee
	Name:	Keith Jaffee
	Title:	Chief Executive Officer and Director
		(Principal Executive Officer)
Date: November 13, 2023	By:	/s/ George Courtot
	Name:	George Courtot
	Title:	Chief Financial Officer (Principal Financial Officer)

38

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Keith Jaffee, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Banyan Acquisition Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 13, 2023
	/s/ Keith Jaffee
	Keith Jaffee
	Chief Executive Officer
	(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO

18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, George Courtot, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Banyan Acquisition Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 13, 2023
	/s/ George Courtot
	George Courtot
	Chief Financial Officer
	(Principal Financial Officer)

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Banyan Acquisition Corporation (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the Securities and Exchange Commission (the “Report”), each of the undersigned, in the capacities and on the dates indicated below, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

Date: November 13, 2023

/s/ Keith Jaffee

Keith Jaffee

Chief Executive Officer

(Principal Executive Officer)

/s/ George Courtot

George Courtot

Chief Financial Officer

(Principal Financial Officer)

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2023	Nov. 13, 2023
Document Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
Entity File Number	001-41236
Entity Registrant Name	BANYAN ACQUISITION CORP.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-2556699
Entity Address, Address Line One	400 Skokie Blvd
Entity Address, Address Line Two	Suite 820
Entity Address, City or Town	Northbrook
Entity Address State Or Province	IL
Entity Address, Postal Zip Code	60062
City Area Code	847
Local Phone Number	757-3812
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001852633
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Amendment Flag	false
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant
Document Information
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant
Trading Symbol	BYN.U
Security Exchange Name	NYSE
Class A common stock
Document Information
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	BYN
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		5,998,687
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
Document Information
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
Trading Symbol	BYN.WS
Security Exchange Name	NYSE
Class B common stock
Document Information
Entity Common Stock, Shares Outstanding		5,245,000

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash	$ 304,554	$ 510,893
Prepaid expenses - current	105,221	256,157
Total Current Assets	409,775	767,050
Noncurrent assets:
Treasury securities held in trust account	42,423,610	250,326,857
Prepaid expenses - noncurrent		12,764
Total Noncurrent Assets	42,423,610	250,339,621
Total Assets	42,833,385	251,106,671
Current liabilities:
Accrued expenses	3,550,710
Income tax payable	103,574	783,546
Accrued franchise tax expense	29,589	193,490
Excise tax liability	2,100,318
Promissory notes - related parties	506,000
Accounts payable	408,714	244,891
Total Current Liabilities	6,698,905	1,221,927
Noncurrent liabilities:
Warrant liability	4,353,613	599,875
Deferred underwriter's fee payable	3,622,500	9,660,000
Total Noncurrent Liabilities	7,976,113	10,259,875
Total Liabilities	14,675,018	11,481,802
Commitments and Contingencies (Note 8)
Stockholders' Deficit:
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; none issued and outstanding
Accumulated deficit	(14,265,968)	(10,702,713)
Total Stockholders' Deficit	(14,265,243)	(10,701,988)
Total Liabilities, Redeemable Class A Common Stock and Stockholders' Deficit	42,833,385	251,106,671
Class A common stock
Stockholders' Deficit:
Common stock	200
Class A Common Stock Subject to Possible Redemption
Redeemable Class A Common Stock
Class A common stock, $0.0001 par value; 240,000,000 shares authorized; 3,998,687 and 24,150,000 shares issued and outstanding subject to possible redemption as of September 30, 2023 and December 31, 2022, respectively	42,423,610	250,326,857
Class B common stock
Stockholders' Deficit:
Common stock	$ 525	$ 725

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A common stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	240,000,000	240,000,000
Common stock, shares issued	2,000,000	0
Common stock, shares outstanding	2,000,000	0
Class A Common Stock Subject to Possible Redemption
Temporary equity, par value, (per share)	$ 0.0001	$ 0.0001
Temporary equity, shares authorized	240,000,000	240,000,000
Class A common stock subject to possible redemption, issued (in shares)	3,998,687	24,150,000
Class A common stock subject to possible redemption, outstanding (in shares)	3,998,687	24,150,000
Class A Common Stock not Subject to Possible Redemption
Common stock, shares issued	2,000,000	0
Common stock, shares outstanding	2,000,000	0
Class B common stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	60,000,000	60,000,000
Common stock, shares issued	5,245,000	7,245,000
Common stock, shares outstanding	5,245,000	7,245,000

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Operating expenses:
Warrant issuance expense				$ 500,307
Exchange listing fees	$ 21,249	$ 20,178	$ 63,518	140,543
Legal fees	1,003,710	17,380	3,517,185	139,324
General, administrative, and other expenses	471,369	217,784	1,501,781	653,646
Total operating expenses	1,496,328	255,342	5,082,484	1,433,820
Loss from operations	(1,496,328)	(255,342)	(5,082,484)	(1,433,820)
Other income (expenses):
Change in fair value of warrant liability	922,888	1,454,500	(3,753,738)	13,214,963
Interest income on cash held in bank account	3,901		18,991
Interest income on treasury securities held in Trust Account	514,356	1,251,524	4,405,609	1,709,000
Unrealized gain (loss) on treasury securities held in Trust Account	44,693	47,960	(62,494)	9,732
Other income	1,485,838	2,753,984	608,368	14,933,695
Income (loss) before provision for income taxes	(10,490)	2,498,642	(4,474,116)	13,499,875
Provision for income taxes	(98,248)	(217,336)	(897,753)	(325,757)
Net (loss) income	$ (108,738)	$ 2,281,306	$ (5,371,869)	$ 13,174,118
Class A common stock
Other income (expenses):
Basic weighted average shares outstanding	3,998,687	24,150,000	12,192,078	22,115,385
Diluted weighted average shares outstanding	3,998,687	24,150,000	12,192,078	22,115,385
Redeemable Class A common stock
Other income (expenses):
Net (loss) income	$ (38,672)	$ 1,754,851	$ (3,369,552)	$ 9,923,259
Basic weighted average shares outstanding	3,998,687	24,150,000	12,192,078	22,115,385
Diluted weighted average shares outstanding	3,998,687	24,150,000	12,192,078	22,115,385
Basic net (loss) income per share	$ (0.01)	$ 0.07	$ (0.28)	$ 0.45
Diluted net (loss) income per share	$ (0.01)	$ 0.07	$ (0.28)	$ 0.45
Non-redeemable Class A and Class B common stock
Other income (expenses):
Net (loss) income	$ (70,066)	$ 526,455	$ (2,002,317)	$ 3,250,859
Basic weighted average shares outstanding	7,245,000	7,245,000	7,245,000	7,245,000
Diluted weighted average shares outstanding	7,245,000	7,245,000	7,245,000	7,245,000
Basic net (loss) income per share	$ (0.01)	$ 0.07	$ (0.28)	$ 0.45
Diluted net (loss) income per share	$ (0.01)	$ 0.07	$ (0.28)	$ 0.45

XML

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Class A common stock Common Stock	Class A Common Stock Subject to Possible Redemption Common Stock Initial Public Offering	Class A Common Stock Subject to Possible Redemption Common Stock	Class A Common Stock Subject to Possible Redemption	Class B common stock Common Stock	Additional Paid-in Capital Initial Public Offering	Additional Paid-in Capital	Accumulated Deficit Initial Public Offering	Accumulated Deficit	Initial Public Offering	Total
Beginning balance at Dec. 31, 2021			$ 0
Beginning balance (in shares) at Dec. 31, 2021			0
Increase (Decrease) in Temporary Equity
Issuance of Units in IPO			$ 219,353,777
Issuance of Units in IPO (in shares)			24,150,000
Redemption of Class A common stock			$ (210,031,815)
Redemption of Class A common stock (In shares)			(20,151,313)
Remeasurement of Class A common stock to redemption value		$ 26,976,223	$ 65,397
Ending balance at Mar. 31, 2022			$ 246,395,397
Ending balance (in shares) at Mar. 31, 2022			24,150,000
Beginning balance at Dec. 31, 2021	$ 0				$ 725		$ 24,275		$ (22,252)		$ 2,748
Beginning balance (in shares) at Dec. 31, 2021	0				7,245,000
Increase (Decrease) in Stockholders' Equity
Remeasurement of Class A common stock to redemption value		$ 0	$ 0			$ (4,528,638)		$ (22,447,585)	(65,397)	$ (26,976,223)	(65,397)
Deemed capital contribution from issuance of private warrants			0				4,504,363				4,504,363
Net (loss) income			0						9,442,637		9,442,637
Ending balance at Mar. 31, 2022					$ 725				(13,092,597)		(13,091,872)
Ending balance (in shares) at Mar. 31, 2022					7,245,000
Beginning balance at Dec. 31, 2021			$ 0
Beginning balance (in shares) at Dec. 31, 2021			0
Ending balance at Sep. 30, 2022			$ 248,048,732
Ending balance (in shares) at Sep. 30, 2022			24,150,000
Beginning balance at Dec. 31, 2021	$ 0				$ 725		24,275		(22,252)		2,748
Beginning balance (in shares) at Dec. 31, 2021	0				7,245,000
Increase (Decrease) in Stockholders' Equity
Net (loss) income				$ 9,923,259							13,174,118
Ending balance at Sep. 30, 2022					$ 725				(11,014,451)		(11,013,726)
Ending balance (in shares) at Sep. 30, 2022					7,245,000
Beginning balance at Mar. 31, 2022			$ 246,395,397
Beginning balance (in shares) at Mar. 31, 2022			24,150,000
Increase (Decrease) in Temporary Equity
Remeasurement of Class A common stock to redemption value			$ 353,852
Ending balance at Jun. 30, 2022			$ 246,749,249
Ending balance (in shares) at Jun. 30, 2022			24,150,000
Beginning balance at Mar. 31, 2022					$ 725				(13,092,597)		(13,091,872)
Beginning balance (in shares) at Mar. 31, 2022					7,245,000
Increase (Decrease) in Stockholders' Equity
Remeasurement of Class A common stock to redemption value			$ 0						(353,852)		(353,852)
Net (loss) income									1,450,175		1,450,175
Ending balance at Jun. 30, 2022					$ 725				(11,996,274)		(11,995,549)
Ending balance (in shares) at Jun. 30, 2022					7,245,000
Increase (Decrease) in Temporary Equity
Remeasurement of Class A common stock to redemption value			1,299,483
Ending balance at Sep. 30, 2022			$ 248,048,732
Ending balance (in shares) at Sep. 30, 2022			24,150,000
Increase (Decrease) in Stockholders' Equity
Remeasurement of Class A common stock to redemption value			$ 0						(1,299,483)		(1,299,483)
Net (loss) income			0	1,754,851					2,281,306		2,281,306
Ending balance at Sep. 30, 2022					$ 725				(11,014,451)		(11,013,726)
Ending balance (in shares) at Sep. 30, 2022					7,245,000
Beginning balance at Dec. 31, 2022			$ 250,326,857	$ 250,326,857
Beginning balance (in shares) at Dec. 31, 2022			24,150,000	24,150,000
Increase (Decrease) in Temporary Equity
Remeasurement of Class A common stock to redemption value			$ 813,105
Ending balance at Mar. 31, 2023			$ 251,139,962	$ 251,139,962
Ending balance (in shares) at Mar. 31, 2023			24,150,000
Beginning balance at Dec. 31, 2022					$ 725				(10,702,713)		(10,701,988)
Beginning balance (in shares) at Dec. 31, 2022					7,245,000
Increase (Decrease) in Stockholders' Equity
Remeasurement of Class A common stock to redemption value									(813,105)		(813,105)
Net (loss) income									1,319,136		1,319,136
Ending balance at Mar. 31, 2023					$ 725				(10,196,682)		(10,195,957)
Ending balance (in shares) at Mar. 31, 2023					7,245,000
Beginning balance at Dec. 31, 2022			$ 250,326,857	$ 250,326,857
Beginning balance (in shares) at Dec. 31, 2022			24,150,000	24,150,000
Increase (Decrease) in Temporary Equity
Redemption of Class A common stock				$ (210,031,815)
Ending balance at Sep. 30, 2023			$ 42,423,610	$ 42,423,610
Ending balance (in shares) at Sep. 30, 2023			3,998,687	3,998,687
Beginning balance at Dec. 31, 2022					$ 725				(10,702,713)		(10,701,988)
Beginning balance (in shares) at Dec. 31, 2022					7,245,000
Increase (Decrease) in Stockholders' Equity
Net (loss) income				$ (3,369,552)							(5,371,869)
Ending balance at Sep. 30, 2023	$ 200				$ 525				(14,265,968)		(14,265,243)
Ending balance (in shares) at Sep. 30, 2023	2,000,000				5,245,000
Beginning balance at Mar. 31, 2023			$ 251,139,962	251,139,962
Beginning balance (in shares) at Mar. 31, 2023			24,150,000
Increase (Decrease) in Temporary Equity
Redemption of Class A common stock				(210,031,815)
Remeasurement of Class A common stock to redemption value			$ 1,082,415
Ending balance at Jun. 30, 2023			$ 42,190,562	42,190,562
Ending balance (in shares) at Jun. 30, 2023			3,998,687
Beginning balance at Mar. 31, 2023					$ 725				(10,196,682)		(10,195,957)
Beginning balance (in shares) at Mar. 31, 2023					7,245,000
Increase (Decrease) in Stockholders' Equity
Conversion of Class B common stock to Class A common stock	$ 200				$ (200)
Conversion of Class B common stock to Class A common stock (in shares)	2,000,000				(2,000,000)
Excise tax									(2,100,318)		(2,100,318)
Remeasurement of Class A common stock to redemption value									(1,082,415)		(1,082,415)
Sponsor capital contribution for non-redemption agreements							892,911				844,916
Non-redemption agreements							$ (892,911)				(844,916)
Reduction of Deferred Underwriter Fee Payable									6,037,500		6,037,500
Net (loss) income									(6,582,267)		(6,582,267)
Ending balance at Jun. 30, 2023	$ 200				$ 525				(13,924,182)		(13,923,457)
Ending balance (in shares) at Jun. 30, 2023	2,000,000				5,245,000
Increase (Decrease) in Temporary Equity
Remeasurement of Class A common stock to redemption value			$ 233,048
Ending balance at Sep. 30, 2023			$ 42,423,610	$ 42,423,610
Ending balance (in shares) at Sep. 30, 2023			3,998,687	3,998,687
Increase (Decrease) in Stockholders' Equity
Remeasurement of Class A common stock to redemption value									(233,048)		(233,048)
Net (loss) income				$ (38,672)					(108,738)		(108,738)
Ending balance at Sep. 30, 2023	$ 200				$ 525				$ (14,265,968)		$ (14,265,243)
Ending balance (in shares) at Sep. 30, 2023	2,000,000				5,245,000

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Cash Flows from Operating Activities:
Net (loss) income	$ (108,738)	$ 2,281,306	$ (5,371,869)	$ 13,174,118
Adjustments to reconcile net income to net cash used in operating activities:
Interest income on treasury securities held in Trust Account	(514,356)	(1,251,524)	(4,405,609)	(1,709,000)
Unrealized loss (gain) on short-term investments held in Trust Account	(44,693)	(47,960)	62,494	(9,732)
Change in fair value of warrant liability	(922,888)	(1,454,500)	3,753,738	(13,214,963)
Warrant issuance expense				500,307
Changes in operating assets and liabilities:
Prepaid expenses			163,700	(350,032)
Accrued expenses			3,550,710	307,984
Income tax payable			(679,972)
Accounts payable			163,823	129,595
Accrued offering costs				(364,557)
Accrued franchise tax			(163,901)	149,589
Net cash used in operating activities			(2,926,886)	(1,386,691)
Cash Flows from Investing Activities:
Investment of cash in Trust Account				(246,330,000)
Proceeds from sale of investments			210,031,815
Withdrawal from Trust Account for taxes			2,214,547
Net cash provided by (used in) investing activities			212,246,362	(246,330,000)
Cash Flows from Financing Activities:
Proceeds from issuance of Units in IPO, net of underwriting fee				236,670,000
Proceeds from sale of private placement warrants				11,910,000
Payment of Class A common stock redemptions			(210,031,815)
Payment of promissory note - related party				(289,425)
Proceeds from promissory note - related party			506,000
Deferred offering costs				(42,391)
Net cash (used in) provided by financing activities			(209,525,815)	248,248,184
Net Change in Cash			(206,339)	531,493
Cash - Beginning			510,893	54,057
Cash - Ending	$ 304,554	$ 585,550	304,554	585,550
Non-Cash Investing and Financing Activities:
Initial fair value of Class A common stock subject to possible redemption				219,353,777
Remeasurement of Class A common stock subject to possible redemption			2,128,568	28,694,955
Deferred underwriter fee payable				9,660,000
Initial measurement of warrant liability				$ 14,904,213
Reduction of Deferred Underwriter's Fee Payable			(6,037,500)
Excise tax liability			$ 2,100,318

XML

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

9 Months Ended

Sep. 30, 2023

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Banyan Acquisition Corporation (the “Company”) is a blank check company incorporated in Delaware on March 10, 2021. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Initial Business Combination”).

As of September 30, 2023, the Company had not commenced any operations. All activity for the period from March 10, 2021 (inception) through September 30, 2023, relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and pursuit of an Initial Business Combination. The Company will not generate any operating revenues until after the completion of an Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of unrealized gains and interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. Panther Merger Sub Inc. is a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”) with no activity.

Financing

The registration statement for the Company’s Initial Public Offering was declared effective on January 19, 2022. On January 24, 2022, the Company consummated its Initial Public Offering of 24,150,000 Units (the “Units”), each of which consisted of one-half of one redeemable warrant and one share of Class A common stock (the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $241,500,000, which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 11,910,000 Private Placement Warrants (the “Private Placement Warrants”) to Banyan Acquisition Sponsor LLC (the “Sponsor”), BTIG, LLC and I-Bankers Securities, Inc., at an exercise price of $1.00 per Private Placement Warrant, for an aggregate of $11,910,000.

Following the closing of the Initial Public Offering on January 24, 2022, $246,330,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”), located in the United States which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of an Initial Business Combination, (ii) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination by December 24, 2023 (the “Combination Period”).

At a reconvened special meeting of stockholders held on April 21, 2023 (the “Special Meeting”), the Company’s stockholders approved, and the Company subsequently adopted, (x) an amendment to the Company’s amended and restated certificate of incorporation (the “Charter Amendment”), which provided that (i) the Company shall have the option to extend the period by which it must complete an Initial Business Combination by eight months, from April 24, 2023 to December 24, 2023 (the “Extension Option”), and (ii) that each of the holders of shares of the Company’s Class B common stock shall have the right at any time to convert any and all of their shares of the Company’s Class B common stock to shares of the Company’s Class A common stock on a one-for-one basis prior to the closing of an Initial Business Combination, at the election of such holder and (y) an amendment to the Investment Management Trust Agreement (the “Trust Amendment”), which provided that the Company shall have the right to extend the period by which it must complete an Initial Business Combination by eight months, from April 24, 2023 to December 24, 2023, without having to make any payment to the Trust Account. Additionally, in connection with the Special Meeting, the Company and the Sponsor entered into certain non-redemption agreements with certain unaffiliated third parties, pursuant to which the Sponsor agreed to transfer an aggregate of 1,018,750 shares of Class B common stock to such third parties immediately following consummation of an Initial Business Combination if such third parties continued to hold certain amounts of Class A common stock through the closing of the Special Meeting and assuming the Charter Amendment and the Trust Amendment were adopted.

In connection with the stockholders’ vote at the Special Meeting, holders of 20,151,313 shares of Class A common stock exercised their right to redeem their shares for cash at an approximate price of $10.42 per share, which resulted in an aggregate payment to such redeeming holders of $210,031,815. As of September 30, 2023 (and inclusive of the payment referenced in the preceding sentence), the Trust Account balance was $42,423,610.

The Charter Amendment and the Trust Amendment received the requisite votes at the Special Meeting and were subsequently adopted by the Company. On April 21, 2023, the Company filed the Charter Amendment with the Secretary of State for the State of Delaware. On April 21, 2023, the Company exercised the Extension Option, extending the time allotted to complete an Initial Business Combination by eight months, from April 24, 2023 to December 24, 2023.

On April 21, 2023, pursuant to the terms of the Charter Amendment, the Sponsor converted 2,000,000 shares of Class B common stock held by it on a one-for-one basis into shares of Class A common stock with immediate effect. Following such conversion and taking into account the redemptions described above, there are 5,998,687 shares of Class A common stock issued and outstanding and 5,245,000 shares of Class B common stock issued and outstanding as of the date hereof.

Risks and Uncertainties

In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements, and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from whom shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022.

On April 21, 2023, the Company’s stockholders redeemed 20,151,313 Class A shares for a total of $210,031,815 in connection with the stockholder vote to approve the Company’s extension. The Company evaluated the classification and accounting of the stock redemption under ASC 450, “Contingencies”. ASC 450 states that when a loss contingency exists, the likelihood that the future events will confirm the loss or impairment of an asset or the incurrence of a liability can range from probable to remote. A contingent liability must be reviewed at each reporting period to determine appropriate treatment. The Company evaluated the current status and probability of completing an Initial Business Combination as of September 30, 2023 and determined that a contingent liability should be calculated and recorded. As of September 30, 2023, the Company recorded $2,100,318 of excise tax liability calculated as 1% of shares redeemed.

The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Liquidity, Capital Resources and Going Concern

As of September 30, 2023, the Company had $304,554 in operating cash and a working capital deficit of $6,289,130.

The Company’s liquidity needs up to September 30, 2023, had been satisfied through a payment from the Sponsor of $25,000 for Class B common stock, par value $0.0001 per share (“Class B common stock” and shares thereof, “Founder Shares”), the Initial Public Offering and the issuance of the Private Placement Warrants. Additionally, the Company drew on unsecured promissory notes to pay certain offering costs (see Note 5).

The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. Although no formal agreement exists, the Sponsor has agreed to extend Working

Capital Loans as needed (defined in Note 5 below). Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction and reducing overhead expenses. The Company cannot provide any assurance that (i) new financing will be available to it on commercially acceptable terms, if at all, or (ii) its plans to consummate an Initial Business Combination will be successful. In addition, management is currently evaluating the impact of the Russia/Ukraine war and its effect on the Company’s financial position, results of its operations and/or search for a target company.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern through the end of the Combination Period on December 24, 2023. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statement is prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering, as filed with the SEC on January 24, 2022, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on March 10, 2022 and the Company’s Annual Report filed on Form 10-K as filed with the SEC on March 31, 2023. The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any future periods.

The Company’s condensed financial statements are presented on a consolidated basis with Merger Sub, as it is a wholly owned subsidiary. Merger Sub does not have activity as of September 30, 2023.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $304,554 and $510,893 of operating cash and no cash equivalents as of September 30, 2023 and December 31, 2022, respectively.

Offering Costs

The Company complies with the requirements of the Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A— “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs are charged to stockholders’ equity or the statement of operations based on the relative value of the Public Warrants (as defined below) and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the Initial Public Offering. Accordingly, on January 24, 2022, offering costs totaled $15,147,955 (consisting of $4,830,000 of underwriting fees, $9,660,000 of deferred underwriting fees and $657,955 of actual offering costs, with $500,307 included in accumulated deficit as an allocation for the Public Warrants and the Private Placement Warrants, and $14,647,648 included in additional paid-in capital).

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed federally insured limits. Exposure to cash and cash equivalents credit risk is reduced by placing such deposits with major financial institutions and monitoring their credit ratings. At September 30, 2023, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Warrant Liability

The Company expects to account for warrants for the Company’s common stock that are not indexed to its own shares as liabilities at fair value on the balance sheet once issued. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) will be classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock includes certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. On April 21, 2023, the Company’s stockholders redeemed 20,151,313 Class A shares for a total of $210,031,815, resulting in 3,998,687 Class A shares outstanding subsequent to the redemptions. As of September 30, 2023 and December 31, 2022, there were 3,998,687 and 24,150,000 shares of Class A common stock subject to possible redemption issued or outstanding, respectively.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. On January 24, 2022, the Company recorded an accretion amount of $26,976,223, $4,528,638 of which was recorded in additional paid-in capital and $22,447,585 was recorded in accumulated deficit. The Company has subsequently recorded additional remeasurements of $6,125,425 and a reduction of $210,031,815 related to Class A stockholder redemptions to remeasure the value of Class A common stock subject to possible to redemption to its redemption value of $42,423,610 as of September 30, 2023.

Class A common stock subject to possible redemption is reflected on the condensed consolidated balance sheet at September 30, 2023 and December 31, 2022, as follows:

Gross proceeds from initial public offering	$	241,500,000
Less:
Fair value allocated to public warrants		(7,498,575)
Offering costs allocated to Class A common stock subject to possible redemption		(14,647,648)
Plus:
Remeasurement on Class A common stock subject to possible redemption		30,973,080
Class A common stock subject to possible redemption, December 31, 2022		250,326,857
Remeasurement on Class A common stock subject to possible redemption		813,105
Class A common stock subject to possible redemption, March 31, 2023		251,139,962
Redemption of Class A common stock		(210,031,815)
Remeasurement on Class A common stock subject to possible redemption		1,082,415
Class A common stock subject to possible redemption, June 30, 2023		42,190,562
Remeasurement on Class A common stock subject to possible redemption		233,048
Class A common stock subject to possible redemption, September 30, 2023	$	42,423,610

Income Taxes

The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under the asset and liability method, as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liability is settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the operation of statement in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. There were no unrecognized tax benefits as of September 30, 2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Internal Revenue Service charged the Company a $30,821 penalty for failure to pay proper estimated 2022 taxes. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next 12 months.

Net Income (Loss) Per Share of Common Stock

Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Shares of common stock subject to possible redemption at September 30, 2023, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income (loss) per common stock since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not included the Public Warrants and the Private Placement Warrants in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events, and the inclusion of such warrants would be anti-dilutive. As a result, diluted net income (loss) per share of common stock is the same as basic net income (loss) per share of common stock for the periods presented.

The Company’s statement of operations includes a presentation of net income (loss) per share of common stock subject to possible redemption and allocates the net income (loss) into the two classes of shares in calculating net income (loss) per common stock, basic and diluted. For redeemable Class A common stock, net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average number of shares of Class A common stock subject to possible redemption outstanding since original issuance. For non-redeemable Class A and Class B common stock, net income (loss) per share is calculated by dividing the net income (loss) by the weighted average number of shares of non-redeemable Class A and Class B common stock outstanding for the period. Non-redeemable Class A common stock includes 2,000,000 of Class B common stock that the Company converted on a one-for one basis into Class A common stock on April 21, 2023 (see Note 6), as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. Non-redeemable Class B common stock includes the Founder Shares, as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. As of September 30, 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company.

The following table reflects the calculation of basic and diluted net loss per share of common stock (in dollars, except per share amounts):

	For the Three Months Ended
	September 30,
	2023		2022
Class A common stock subject to possible redemption
Numerator: (Loss) income attributable to Class A common stock subject to possible redemption
Net (loss) income	$	(38,672)	$	1,754,851
Denominator: Weighted average Class A common stock subject to possible redemption		(38,672)		1,754,851
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		3,998,687		24,150,000
Basic and diluted net (loss) income per share, Class A common stock subject to possible redemption	$	(0.01)	$	0.07
Non-Redeemable Class A and Class B common stock
Numerator: Net (loss) income
Net (loss) income	$	(70,066)	$	526,455
Denominator: Weighted average non-redeemable Class A and Class B common stock		(70,066)		526,455
Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B common stock		7,245,000		7,245,000
Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock	$	(0.01)	$	0.07

	For the Nine Months Ended
	September 30,
	2023		2022
Class A common stock subject to possible redemption
Numerator: Income attributable to Class A common stock subject to possible redemption
Net (loss) income	$	(3,369,552)	$	9,923,259
Denominator: Weighted average Class A common stock subject to possible redemption		(3,369,552)		9,923,259
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		12,192,078		22,115,385
Basic and diluted net (loss) income per share, Class A common stock subject to possible redemption	$	(0.28)	$	0.45
Non-Redeemable Class A and Class B common stock
Numerator: Net (loss) income
Net (loss) income	$	(2,002,317)	$	3,250,859
Denominator: Weighted average non-redeemable Class A and Class B common stock		(2,002,317)		3,250,859
Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B common stock		7,245,000		7,245,000
Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock	$	(0.28)	$	0.45

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. We are currently assessing the impact, if any, that ASU 2020-06 would have on our financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.

XML

INITIAL PUBLIC OFFERING

9 Months Ended

Sep. 30, 2023

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING

NOTE 3 — INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering on January 24, 2022, the Company sold 24,150,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half of one warrant (“Public Warrant”). Each whole Public Warrant is anticipated to entitle the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6).

An aggregate of $10.20 per Unit sold in the Initial Public Offering was held in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company.

XML

PRIVATE PLACEMENT

9 Months Ended

Sep. 30, 2023

PRIVATE PLACEMENT

PRIVATE PLACEMENT

NOTE 4 — PRIVATE PLACEMENT

The Company entered into an agreement with the Sponsor and the underwriters pursuant to which the Sponsor and underwriters purchased an aggregate of 11,910,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, generating $11,910,000 in the aggregate in a private placement that occurred simultaneously with the closing of the Initial Public Offering. Each Private Placement Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 6). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete an Initial Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.

XML

RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2023

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 5 — RELATED PARTY TRANSACTIONS

Founder Shares

In March 2021, the Sponsor purchased 8,625,000 Founder Shares for an aggregate purchase price of $25,000 and an aggregate of 142,500 of such Founder Shares were subsequently transferred to our independent directors, executive officers and special advisor and other third parties. The fair value of the shares transferred is de minimis. On November 30, 2021, the Sponsor surrendered 1,725,000 Founder Shares as a result of changes to the terms of the Initial Public Offering, resulting in the Sponsor owning 6,900,000 Founder Shares. On January 19, 2022, the Company issued an additional 345,000 shares of Class B common stock pursuant to a stock split for no additional consideration as a result of the upsize to the Company’s Initial Public Offering (see Note 6). The number of Founder Shares outstanding collectively represents approximately 23% of the Company’s issued and outstanding shares after the Initial Public Offering.

The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of an Initial Business Combination or (B) subsequent to an Initial Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after an Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange,

reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property.

Promissory Note — Related Party

In March 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and was due upon the consummation of the Initial Public Offering. On January 24, 2022, the Company paid $289,425, the full amount outstanding under the Promissory Note, to the Sponsor.

Convertible Promissory Notes – Related Parties

On June 1, 2023, the Company entered into promissory note agreements with certain related parties (the “Related Party Promissory Notes”), pursuant to which the Company could borrow up to an aggregate principal amount of $2,000,000. The Related Party Promissory Notes are non-interest bearing and are due upon the consummation of the consummation of an Initial Business Combination. If an Initial Business Combination is not consummated, the Related Party Promissory Notes are only repaid solely to the extent the Company has funds available to it outside of the Trust Account, and that all other amounts will be contributed to capital, forfeited, eliminated or otherwise forgiven or eliminated. Upon consummation of an Initial Business Combination, the payees have the option, but not the obligation, to convert up to an aggregate $1,500,000 of the total outstanding principal amounts of the Related Party Promissory Notes, in whole or in part, into warrants of the Company (each, a “Warrant”) at a price of $1.00 per Warrant. Each Warrant is exercisable for one share of Class A common stock, $0.0001 par value per share, of the Company. The Warrants will be identical to the Private Placement Warrants issued to the Sponsor at the time of the Company’s Initial Public Offering. As of September 30, 2023 and December 31, 2022, there was $506,000 and $0 outstanding under the Related Party Promissory Notes, respectively. The Company determined that the fair value of the conversion option is de minimis as of the date of the promissory note draws through September 30, 2023. As such, the Company has recorded the Related Party Promissory Notes balance at amortized cost on the balance sheets.

Related Party Loans

In addition, in order to finance transaction costs in connection with an Initial Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). The Working Capital Loans would either be repaid upon consummation of an Initial Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans, or up to an aggregate of $4,830,000 of such Working Capital Loans with respect to funded extension periods, may be convertible into warrants at a price of $1.00 per warrant, of the post-Business Combination entity. If the Company completes an Initial Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that an Initial Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The warrants would be identical to the Private Placement Warrants. As of September 30, 2023 and December 31, 2022, there was $506,000 and $0 outstanding under the Working Capital Loans as the Related Party Promissory Notes entered into on June 1, 2023 are Working Capital Loans.

Support Services Agreement

Commencing on the listing date, the Company agreed to pay the Sponsor pursuant to a support services agreement a total of $10,000 per month for office space provided to the Company. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company’s contractual obligation under the support services agreement to pay these monthly fees will cease. For the three and nine months ended September 30, 2023, the Sponsor permanently waived its right to receive such fees from the Company. The Sponsor expects to continue to permanently waive its rights to receive such fees in future periods.

XML

STOCKHOLDERS' (DEFICIT) EQUITY

9 Months Ended

Sep. 30, 2023

STOCKHOLDERS' (DEFICIT) EQUITY

STOCKHOLDERS' (DEFICIT) EQUITY

NOTE 6 — STOCKHOLDERS’ (DEFICIT) EQUITY

Preferred stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding.

Class A common stock — The Company is authorized to issue 240,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. On April 21, 2023, Class A stockholders redeemed 20,151,313 shares of Class A common stock subject to possible redemption in connection with the stockholder vote to approve the Company’s Extension Option. On April 21, 2023, the Sponsor converted 2,000,000 shares of Class B common stock into 2,000,000 shares of Class A common stock on a one-for-one basis. The 2,000,000 converted shares Class A common stock do not have any redemption features and do not participate in the income earned on the Trust Account. At September 30, 2023 and December 31, 2022, there were 2,000,000 and no shares of Class A common stock issued and outstanding, respectively, excluding 3,998,687 and 24,150,000 shares of Class A common stock subject to possible redemption, respectively.

Class B common stock — The Company is authorized to issue 60,000,000 shares of Class B common stock with a par value of $0.0001 per share. In March 2021, the Sponsor purchased 8,625,000 shares of Class B common stock for an aggregate purchase price of $25,000 and an aggregate of 142,500 of such shares Founder Shares were subsequently transferred to our independent directors, executive officers and special advisor and other third parties. On November 30, 2021, the Sponsor surrendered 1,725,000 shares of Class B common stock as a result of changes to the terms of the Initial Public Offering. On January 19, 2022, the Company issued an additional 345,000 shares of Class B common stock pursuant to a stock split for no additional consideration as a result of the upsize to the Company’s Initial Public Offering. Share amounts and related information have been retrospectively restated for the share surrender and stock split. On April 21, 2023, the Sponsor converted 2,000,000 shares of Class B common stock into 2,000,000 shares of Class A common stock on a one-for-one basis. Thus, as of September 30, 2023 and December 31, 2022, the Company presented 5,245,000 and 7,245,000 shares of Class B common stock issued and outstanding on the balance sheet, respectively.

With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our Initial Business Combination, except as required by law, holders of our Founder Shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. However, prior to the consummation of the Initial Business Combination, holders of the Class B common stock will have the right to elect all of the Company’s directors and may remove members of the board of directors for any reason.

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of an Initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of an Initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, subject to adjustment for stock splits, stock dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like, in the aggregate, on an as-converted basis, 23% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with an Initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in an Initial Business Combination and excluding any Private Placement Warrants issued to our Sponsor, its affiliates or any member of our management team upon conversion of Working Capital Loans.

XML

WARRANT LIABILITY

9 Months Ended

Sep. 30, 2023

WARRANT LIABILITY

WARRANT LIABILITY

NOTE 7 — WARRANT LIABILITY

The Company accounts for the 23,985,000 warrants issued in connection with the Initial Public Offering (the 12,075,000 Public Warrants and the 11,910,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classifies each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such remeasurement, the warrant liability is adjusted to fair value, with the change in fair value recognized in the Company’s statements of operations.

Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Accordingly, unless a unit holder purchases at least two Units, they will not be able to receive or trade a whole warrant. The Public Warrants will become exercisable on the later of (a) 12 months from the closing of the Initial Public Offering and (b) 30 days after the completion of an Initial Business Combination.

The Company is not obligated to deliver any shares of Class A common stock pursuant to the exercise of a Public Warrant and has no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public Warrant is exercisable, and the Company is not obligated to issue any shares of Class A common stock upon exercise of a Public Warrant unless the share of Class A common stock issuable upon such Public Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Public Warrants.

The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of an Initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the public warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of an Initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A common stock until the public warrants expire or are redeemed, as specified in the public warrant agreement; provided that if the Class A common stock is at the time of any exercise of a public warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their public warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the shares of Class A common stock issuable upon exercise of the public warrants is not effective by the 60th business day after the closing of an Initial Business Combination, public warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise public warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The redemption of the warrants is as follows:

Redemption of warrants when the price per Class A common stock equals or exceeds $18.00. Once the public warrants become exercisable, the Company may redeem the Public Warrants:

● in whole and not in part;

● at a price of $0.01 per warrant;

● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

● if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders.

If and when the Public Warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of warrants when the price per Class A common stock equals or exceeds $10.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants:

● in whole and not in part;

● at $0.10 per warrant

● upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A common stock;

● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like) for any 20 trading days within the 30-trading day period ending three trading days before the Company send the notice of redemption to the warrant holders; and

● if the closing price of the Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share, the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of an Initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an Initial Business Combination on the date of the consummation of an Initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the shares of Class A common stock during the 20-trading day period starting on the trading day prior to the day on which the Company consummates an Initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price and the “Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00” described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above under “Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants will be identical to the Public Warrants included in the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees (except for a number of shares of Class A common stock as described above under Redemption of warrants for Class A common stock). If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants.

XML

COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2023

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 8 — COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale. The holders will have the right to require us to register for resale these securities pursuant to a shelf registration under Rule 415 under the Securities Act. The holders of a majority of these securities will also be entitled to make up to three demands, plus short form registration demands, that we register such securities. In addition, the holders will be entitled to certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our Initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriter Agreement

The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 3,150,000 additional Units to cover over-allotments at the Initial Public Offering price less the underwriting discount. The underwriters exercised the over-allotment option in full on January 24, 2022. The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $4,830,000 in the aggregate, paid upon the closing. In addition, the underwriters are entitled to a deferred fee of $0.40 per Unit, or $9,660,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement.

On June 22, 2023, the Company and the underwriter entered into an agreement to reduce the deferred underwriter commission payable upon consummation of the Initial Business Combination from $9,660,000 to $3,622,500. In the event the funds available in the Trust Account upon the consummation of the Initial Business Combination are insufficient to pay the underwriter for the deferred underwriter commission, the Company will pay the underwriter, in cash, upon consummation of the Initial Business Combination, as a capital markets advisory fee, an amount equal to the difference between the deferred underwriting commission actually paid to the underwriter and $3,622,500 such that their total compensation from the deferred underwriting commission plus the capital markets advisory fee equals $3,622,500. As such, the Company has reduced the deferred underwriter fee payable on its condensed consolidated balance sheets to $3,622,500 as of September 30, 2023.

Placement Agent Agreement

On June 19, 2023, the Company engaged William Blair & Company, L.L.C. (“William Blair”) as co-placement agent with BTIG, LLC (“BTIG”) (together, the “Placement Agents”) in connection with the Company’s Initial Business Combination. If the Initial Business Combination is consummated, William Blair will be paid a success fee of $4,000,000. In the event a securities offering is consummated, the Company will pay the Placement Agents an aggregate placement fee of 5.00% of the total transaction consideration. No amounts have been accrued for as of September 30, 2023 as they are contingent on the consummation of the Initial Business Combination and securities offering.

Business Combination Agreement

On June 23, 2023 the Company announced that the Company, Merger Sub and Pinstripes, Inc., a Delaware corporation (“Pinstripes”), had entered into a Business Combination Agreement, dated as of June 22, 2023 (the “Pinstripes Agreement”). Pinstripes, Merger Sub and the Company are collectively referred to herein as the “Parties.” Pinstripes is an experiential dining and entertainment brand combining bistro, bowling, bocce and private event space.

Pursuant to the Pinstripes Agreement, it is anticipated that (a) Merger Sub shall merge with and into Pinstripes (the “Merger”), with Pinstripes being the surviving corporation of the Merger (Pinstripes, in its capacity as the surviving company of the Merger, the “Post-Business Combination Surviving Company”), and as a result of which the Post-Business Combination Surviving Company will become a wholly owned subsidiary of the Company. The Merger and the other transactions contemplated by the Pinstripes Agreement are hereinafter referred to as the “Business Combination”. The Company initially filed a Registration Statement on Form S-4 with respect to the Business Combination with the SEC on September 11, 2023 and the Company anticipates that the Business Combination will

close in the fourth quarter of 2023, following the receipt of the required approval by the Company’s stockholders and the fulfillment or waiver of other closing conditions.

In accordance with the terms and subject to the conditions of the Pinstripes 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 Pinstripes Agreement), any cancelled treasury shares and shares of Pinstripes Common Stock issued in connection with the conversion of the Series I Convertible Preferred Stock (as defined in the Pinstripes Agreement)) 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 Pinstripes 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 of the Business Combination (the “Closing”) 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 Pinstripes 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 the Closing.

On September 26, 2023, the Company, Merger Sub Inc., and Pinstripes entered into the Amended and Restated Business Combination Agreement, which amends and restates the Pinstripes Agreement (as so amended and restated, the “Amended Pinstripes Agreement”). Pursuant to the Amended Pinstripes Agreement: (a) the Company and Pinstripes revised the definition of “Equity Value”, from $429,000,000 to $379,366,110 and (b) the Company shall provide holders of common stock of Pinstripes prior to the closing of the Business Combination with an aggregate of 5 million shares of Class B common stock of the post-closing combined company, which shall be subject to certain vesting and forfeiture conditions and restrictions on transfer as implemented by the issuance of 2,500,000 shares of Series B-1 common stock of the post-closing combined company, par value $0.0001 per share and 2,500,000 shares of Series B-2 common stock of the post-closing combined company, par value $0.0001 per share, which shall convert into shares of Company Common Stock upon the satisfaction of certain vesting conditions (the “Earnout Shares”). The Earnout Shares shall be subject to vesting conditions and forfeitureas follows: (i) 50% of the Earnout Shares shall be issued as Series B-1 common stock of the post-closing combined company and shall vest and no longer be subject to forfeiture if the volume weighted average share price of the Company Common Stock equals or exceeds $12.00 per share for any 20 trading days within any consecutive 30-trading day period commencing five months after the closing of the Business Combination and (ii) 50% of the Earnout Shares shall be issued as shares of Series B-2 common stock of the post-closing combined company and shall vest and no longer be subject to forfeiture if the volume weighted average share price of the Company Common Stock equals or exceeds $14.00 per share for any 20 trading days within any consecutive 30-trading day period commencing five months after the closing of the Business Combination.

Bridge Financing

On June 22, 2023, concurrently with the execution of the Pinstripes Agreement, affiliates of the Sponsor entered into a securities purchase agreement with Pinstripes to provide $18.0 million of bridge financing in the form of Series I Convertible Preferred Stock of Pinstripes (the “Bridge Financing”). Since the initial closing of the Bridge Financing, affiliates of the Sponsor have provided $3,266,200 of additional financing to Pinstripes in the form of Series I Convertible Preferred Stock of Pinstripes. The shares of Series I Convertible Preferred Stock received by such affiliates will convert, pursuant to the terms of the Pinstripes Agreement, into shares of Company Common Stock in connection with the consummation of the Business Combination.

Sponsor Letter Agreement

On June 22, 2023, concurrently with the execution of the Pinstripes Agreement, the Company, the Sponsor, George Courtot, Bruce Lubin, Otis Carter, Kimberley Annette Rimsza, Matt Jaffee and Brett Biggs amended that certain letter agreement, dated as of January 19, 2022, by and among the Company and the parties thereto, and Pinstripes joined as a party to such letter agreement (the “Amended Sponsor Letter Agreement”), to take into account entry into the Pinstripes Agreement. The Amended Letter Agreement is included as Exhibit 10.1 hereto.

Registration Rights Agreement

At the closing of the Business Combination, it is anticipated that the Company, the Sponsor Parties and certain equityholders of Pinstripes will enter into an Amended and Restated Registration Rights Agreement, pursuant to which, among other things, the parties thereto will be granted customary registration rights with respect to shares of the post-Business Combination company.

Security Holder Support Agreement

On June 22, 2023, concurrently with the execution of the Pinstripes Agreement, the Company, Pinstripes and certain security holders of Pinstripes entered into security holder support agreements with respect to the Business Combination (the “Security Holder Support Agreement”). The Security Holder Support Agreement is included as Exhibit 10.2 hereto.

Lockup Agreement

On June 22, 2023, concurrently with the execution of the Pinstripes Agreement, the Company, Pinstripes and certain security holders of Pinstripes (the “Pinstripes Security Holders”) entered into a lockup agreement with respect to the Business Combination (the “Lockup Agreement”). The Lockup Agreement is included as Exhibit 10.3 hereto.

Director Designation Agreement

At the closing of the Business Combination, it is anticipated that the Company and Mr. Dale Schwartz will enter into Director Designation Agreement (the “Director Designation Agreement”). The form of the Director Designation Agreement is included as Exhibit 10.4 hereto.

Non-Redemption Agreements

The Company and the Sponsor entered into certain non-redemption agreements with certain unaffiliated third parties, pursuant to which the Sponsor agreed to transfer an aggregate of 1,018,750 shares of Class B common stock to such third parties immediately following consummation of an Initial Business Combination in exchange for the non-redemption of 4,075,000 shares of Class A common stock. The Company estimated the aggregate fair value of such 1,018,750 shares of Class B common stock transferrable to certain unaffiliated third parties pursuant to the non-redemption agreements to be $893,000 or approximately $0.88 per share. The excess fair value of such Class B common stock, or $892,911, was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A (“SAB Topic 5A”). Accordingly, in substance, it was recognized by the Company as a capital contribution by the affiliates of the Sponsor to induce the unaffiliated third parties not to redeem their Class A common stock, with a corresponding charge to additional paid-in capital to recognize the fair value of the Class B common stock subject to transfer as an offering cost.

XML

FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 30, 2023

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

NOTE 9 — FAIR VALUE MEASUREMENTS

Recurring Fair Value Measurements

At September 30, 2023, the Company’s warrant liability was valued at $4,353,613. Under the guidance in ASC 815-40, the Public Warrants and the Private Placement Warrants do not meet the criteria for equity treatment. As such, the Public Warrants and the Private Placement Warrants must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each remeasurement, the valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations.

The following table presents fair value information as of September 30, 2023, of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the private warrant liability is classified within Level 3 of the fair value hierarchy. The Company transferred the fair value of Public Warrants from a Level 3 measurement to a Level 1 measurement as a result of the Public Warrants detaching from the Units and becoming separately tradable:

	Public		Private Placement		Total Level 3
	Warrants		Warrants		Financial Instruments
Derivative warrant liabilities at December 31, 2022	$	—	$	298,000	$	298,000
Change in fair value		—		240,000		240,000
Level 3 derivative warrant liabilities at March 31, 2023		—		538,000		538,000
Change in fair value		—		2,082,000		2,082,000
Level 3 derivative warrant liabilities at June 30, 2023		—		2,620,000		2,620,000
Change in fair value		—		(458,000)		(458,000)
Level 3 derivative warrant liabilities at September 30, 2023	$	—	$	2,162,000	$	2,162,000

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis at September 30, 2023:

	(Level 1)		(Level 2)		(Level 3)
Assets
Treasury securities held in trust account	$	42,423,610	$	—	$	—
Liabilities
Public Warrants	$	2,191,613	$	—	$	—
Private Placement Warrants	$	—	$	—	$	2,162,000

The following table presents the changes in the fair value of derivative warrant liabilities for the three and nine months ended September 30, 2023:

			Private
	Public		Placement		Warrant
	Warrants		Warrants		Liability
Derivative warrant liabilities as of December 31, 2022	$	301,875	$	298,000	$	599,875
Change in fair value		212,520		240,000		452,520
Derivative warrant liabilities as of March 31, 2023		514,395		538,000		1,052,395
Change in fair value		2,142,105		2,082,000		4,224,105
Derivative warrant liabilities as of June 30, 2023		2,656,500		2,620,000		5,276,500
Change in fair value		(464,888)		(458,000)		(922,888)
Derivative warrant liabilities as of September 30, 2023	$	2,191,613	$	2,162,000	$	4,353,616

Measurement

The Company established the initial fair value for the warrants on January 24, 2022, the date of the consummation of the Company’s Initial Public Offering. The Company used a Monte Carlo simulation model to value the warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one-half of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B common stock, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to shares of Class A common stock subject to possible redemption (temporary equity), Class A common stock (permanent equity) and Class B common stock (permanent equity) based on their relative fair values at the initial measurement date.

The key inputs into the Monte Carlo simulation model formula were as follows at September 30, 2023:

	Class B
Input	Common Stock
Common stock price	$	10.53
Exercise price	$	11.50
Risk-free rate of interest		4.55	%
Volatility		0.001	%
Term		5.17
Value of one warrant	$	0.182
Dividend yield		0.000	%

On March 10, 2022, the Public Warrants detached from the Units and are separately tradable (NYSE: BYN.WS). As such, the fair value of the Public Warrants as of September 30, 2023, is based on the price of the Public Warrants at market close.

The key inputs into the Monte Carlo simulation model formula were as follows at January 24, 2022:

	January 24, 2022
	Public			Private
Input	Warrants			Warrants
Common stock price	$	9.69		$	9.69
Exercise price	$	11.50		$	11.50
Risk-free rate of interest		1.61	%		1.61	%
Volatility		10.85	%		10.86	%
Term		6.00			6.00
Value of one warrant	$	0.62		$	0.62
Dividend yield		0.00	%		0.00	%

Non-recurring Fair Value Measurements

In April 2023, the Company entered into non-redemption agreements with certain unaffiliated third parties (see Note 8). The Company accounts for the excess fair value of the Class B shares that will be transferred from the Sponsor to the unaffiliated third parties upon the consummation of the Initial Business Combination as an offering cost and a capital contribution by the Sponsor in accordance with SAB Topic 5A. The Company estimated the fair value of the 1,018,750 transferrable shares Class B common stock at $893,000, or $0.88 per share.

The fair value of the Class B shares was determined by multiplying the underlying stock price of the Company’s Class A common stock by the estimated probability of the Initial Business Combination and applying a discount for lack of marketability. The Company utilized April 12, 2023 as the measurement date which reflects the execution date of the majority of non-redemption agreements.

The following are the key inputs into the calculation at the measurement date:

	Private
Input	Warrants
Common stock price	$	10.41
Estimated probability of the Initial Business Combination		10.00	%
Volatility		40.00	%
Risk-free rate		4.25	%
Time to expiration		1.50

XML

INCOME TAX

9 Months Ended

Sep. 30, 2023

INCOME TAX

INCOME TAX

NOTE 10 — INCOME TAX

During the three and nine months ended September 30, 2023, the Company recorded an income tax provision of $98,248 and $897,753, respectively, in income taxes payable. During the three and nine months ended September 30, 2022, the Company recorded an income tax provision of $217,336 and $325,757 in accrued expenses. The effective tax rate was (936.53)% and 9.00% for the three months ended September 30, 2023 and 2022, respectively, and (20.07)% and 2.40% for the nine months ended September 30, 2023 and 2022, respectively. The effective tax rate differs from the Federal statutory tax rate of 21% for the three and nine months ended September 30, 2023 and 2022 due to changes in the fair value of warrant liabilities, state taxes and valuation allowance on the deferred tax assets.

The Company has evaluated the positive and negative evidence bearing upon its ability to realize its deferred tax assets, which primarily consist of net operating loss carryforwards. The Company considered the history of cumulative net losses, estimated future taxable income and prudent and feasible tax planning strategies, and has concluded that it is more likely than not that the Company will not realize the benefits of its deferred tax assets. As such, the Company recorded a full valuation allowance against net deferred tax assets as of September 30, 2023 and December 31, 2022.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statement is prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering, as filed with the SEC on January 24, 2022, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on March 10, 2022 and the Company’s Annual Report filed on Form 10-K as filed with the SEC on March 31, 2023. The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any future periods.

The Company’s condensed financial statements are presented on a consolidated basis with Merger Sub, as it is a wholly owned subsidiary. Merger Sub does not have activity as of September 30, 2023.

Emerging Growth Company

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $304,554 and $510,893 of operating cash and no cash equivalents as of September 30, 2023 and December 31, 2022, respectively.

Offering Costs

Offering Costs

The Company complies with the requirements of the Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A— “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs are charged to stockholders’ equity or the statement of operations based on the relative value of the Public Warrants (as defined below) and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the Initial Public Offering. Accordingly, on January 24, 2022, offering costs totaled $15,147,955 (consisting of $4,830,000 of underwriting fees, $9,660,000 of deferred underwriting fees and $657,955 of actual offering costs, with $500,307 included in accumulated deficit as an allocation for the Public Warrants and the Private Placement Warrants, and $14,647,648 included in additional paid-in capital).

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed federally insured limits. Exposure to cash and cash equivalents credit risk is reduced by placing such deposits with major financial institutions and monitoring their credit ratings. At September 30, 2023, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Derivative Financial Instruments

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Warrant Liability

Warrant Liability

The Company expects to account for warrants for the Company’s common stock that are not indexed to its own shares as liabilities at fair value on the balance sheet once issued. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

Fair Value Measurements

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

Class A Common Stock Subject to Possible Redemption

Class A Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) will be classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock includes certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. On April 21, 2023, the Company’s stockholders redeemed 20,151,313 Class A shares for a total of $210,031,815, resulting in 3,998,687 Class A shares outstanding subsequent to the redemptions. As of September 30, 2023 and December 31, 2022, there were 3,998,687 and 24,150,000 shares of Class A common stock subject to possible redemption issued or outstanding, respectively.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. On January 24, 2022, the Company recorded an accretion amount of $26,976,223, $4,528,638 of which was recorded in additional paid-in capital and $22,447,585 was recorded in accumulated deficit. The Company has subsequently recorded additional remeasurements of $6,125,425 and a reduction of $210,031,815 related to Class A stockholder redemptions to remeasure the value of Class A common stock subject to possible to redemption to its redemption value of $42,423,610 as of September 30, 2023.

Class A common stock subject to possible redemption is reflected on the condensed consolidated balance sheet at September 30, 2023 and December 31, 2022, as follows:

Gross proceeds from initial public offering	$	241,500,000
Less:
Fair value allocated to public warrants		(7,498,575)
Offering costs allocated to Class A common stock subject to possible redemption		(14,647,648)
Plus:
Remeasurement on Class A common stock subject to possible redemption		30,973,080
Class A common stock subject to possible redemption, December 31, 2022		250,326,857
Remeasurement on Class A common stock subject to possible redemption		813,105
Class A common stock subject to possible redemption, March 31, 2023		251,139,962
Redemption of Class A common stock		(210,031,815)
Remeasurement on Class A common stock subject to possible redemption		1,082,415
Class A common stock subject to possible redemption, June 30, 2023		42,190,562
Remeasurement on Class A common stock subject to possible redemption		233,048
Class A common stock subject to possible redemption, September 30, 2023	$	42,423,610

Income Taxes

Income Taxes

The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under the asset and liability method, as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liability is settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the operation of statement in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. There were no unrecognized tax benefits as of September 30, 2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Internal Revenue Service charged the Company a $30,821 penalty for failure to pay proper estimated 2022 taxes. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next 12 months.

Net Income (Loss) Per Share of Common Stock

Net Income (Loss) Per Share of Common Stock

Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Shares of common stock subject to possible redemption at September 30, 2023, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income (loss) per common stock since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not included the Public Warrants and the Private Placement Warrants in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events, and the inclusion of such warrants would be anti-dilutive. As a result, diluted net income (loss) per share of common stock is the same as basic net income (loss) per share of common stock for the periods presented.

The Company’s statement of operations includes a presentation of net income (loss) per share of common stock subject to possible redemption and allocates the net income (loss) into the two classes of shares in calculating net income (loss) per common stock, basic and diluted. For redeemable Class A common stock, net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average number of shares of Class A common stock subject to possible redemption outstanding since original issuance. For non-redeemable Class A and Class B common stock, net income (loss) per share is calculated by dividing the net income (loss) by the weighted average number of shares of non-redeemable Class A and Class B common stock outstanding for the period. Non-redeemable Class A common stock includes 2,000,000 of Class B common stock that the Company converted on a one-for one basis into Class A common stock on April 21, 2023 (see Note 6), as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. Non-redeemable Class B common stock includes the Founder Shares, as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. As of September 30, 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company.

The following table reflects the calculation of basic and diluted net loss per share of common stock (in dollars, except per share amounts):

	For the Three Months Ended
	September 30,
	2023		2022
Class A common stock subject to possible redemption
Numerator: (Loss) income attributable to Class A common stock subject to possible redemption
Net (loss) income	$	(38,672)	$	1,754,851
Denominator: Weighted average Class A common stock subject to possible redemption		(38,672)		1,754,851
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		3,998,687		24,150,000
Basic and diluted net (loss) income per share, Class A common stock subject to possible redemption	$	(0.01)	$	0.07
Non-Redeemable Class A and Class B common stock
Numerator: Net (loss) income
Net (loss) income	$	(70,066)	$	526,455
Denominator: Weighted average non-redeemable Class A and Class B common stock		(70,066)		526,455
Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B common stock		7,245,000		7,245,000
Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock	$	(0.01)	$	0.07

	For the Nine Months Ended
	September 30,
	2023		2022
Class A common stock subject to possible redemption
Numerator: Income attributable to Class A common stock subject to possible redemption
Net (loss) income	$	(3,369,552)	$	9,923,259
Denominator: Weighted average Class A common stock subject to possible redemption		(3,369,552)		9,923,259
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		12,192,078		22,115,385
Basic and diluted net (loss) income per share, Class A common stock subject to possible redemption	$	(0.28)	$	0.45
Non-Redeemable Class A and Class B common stock
Numerator: Net (loss) income
Net (loss) income	$	(2,002,317)	$	3,250,859
Denominator: Weighted average non-redeemable Class A and Class B common stock		(2,002,317)		3,250,859
Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B common stock		7,245,000		7,245,000
Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock	$	(0.28)	$	0.45

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. We are currently assessing the impact, if any, that ASU 2020-06 would have on our financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 30, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of Class A common stock subject to possible redemption

Gross proceeds from initial public offering	$	241,500,000
Less:
Fair value allocated to public warrants		(7,498,575)
Offering costs allocated to Class A common stock subject to possible redemption		(14,647,648)
Plus:
Remeasurement on Class A common stock subject to possible redemption		30,973,080
Class A common stock subject to possible redemption, December 31, 2022		250,326,857
Remeasurement on Class A common stock subject to possible redemption		813,105
Class A common stock subject to possible redemption, March 31, 2023		251,139,962
Redemption of Class A common stock		(210,031,815)
Remeasurement on Class A common stock subject to possible redemption		1,082,415
Class A common stock subject to possible redemption, June 30, 2023		42,190,562
Remeasurement on Class A common stock subject to possible redemption		233,048
Class A common stock subject to possible redemption, September 30, 2023	$	42,423,610

Schedule of calculation of basic and diluted net loss per share of common stock

The following table reflects the calculation of basic and diluted net loss per share of common stock (in dollars, except per share amounts):

	For the Three Months Ended
	September 30,
	2023		2022
Class A common stock subject to possible redemption
Numerator: (Loss) income attributable to Class A common stock subject to possible redemption
Net (loss) income	$	(38,672)	$	1,754,851
Denominator: Weighted average Class A common stock subject to possible redemption		(38,672)		1,754,851
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		3,998,687		24,150,000
Basic and diluted net (loss) income per share, Class A common stock subject to possible redemption	$	(0.01)	$	0.07
Non-Redeemable Class A and Class B common stock
Numerator: Net (loss) income
Net (loss) income	$	(70,066)	$	526,455
Denominator: Weighted average non-redeemable Class A and Class B common stock		(70,066)		526,455
Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B common stock		7,245,000		7,245,000
Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock	$	(0.01)	$	0.07

	For the Nine Months Ended
	September 30,
	2023		2022
Class A common stock subject to possible redemption
Numerator: Income attributable to Class A common stock subject to possible redemption
Net (loss) income	$	(3,369,552)	$	9,923,259
Denominator: Weighted average Class A common stock subject to possible redemption		(3,369,552)		9,923,259
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		12,192,078		22,115,385
Basic and diluted net (loss) income per share, Class A common stock subject to possible redemption	$	(0.28)	$	0.45
Non-Redeemable Class A and Class B common stock
Numerator: Net (loss) income
Net (loss) income	$	(2,002,317)	$	3,250,859
Denominator: Weighted average non-redeemable Class A and Class B common stock		(2,002,317)		3,250,859
Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B common stock		7,245,000		7,245,000
Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock	$	(0.28)	$	0.45

XML

FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Sep. 30, 2023

Fair value, assets and liabilities measured on recurring basis

Schedule of changes in the fair value of derivative warrant liabilities

			Private
	Public		Placement		Warrant
	Warrants		Warrants		Liability
Derivative warrant liabilities as of December 31, 2022	$	301,875	$	298,000	$	599,875
Change in fair value		212,520		240,000		452,520
Derivative warrant liabilities as of March 31, 2023		514,395		538,000		1,052,395
Change in fair value		2,142,105		2,082,000		4,224,105
Derivative warrant liabilities as of June 30, 2023		2,656,500		2,620,000		5,276,500
Change in fair value		(464,888)		(458,000)		(922,888)
Derivative warrant liabilities as of September 30, 2023	$	2,191,613	$	2,162,000	$	4,353,616

Schedule of company's assets and liabilities that were accounted for at fair value on a recurring basis

	(Level 1)		(Level 2)		(Level 3)
Assets
Treasury securities held in trust account	$	42,423,610	$	—	$	—
Liabilities
Public Warrants	$	2,191,613	$	—	$	—
Private Placement Warrants	$	—	$	—	$	2,162,000

Schedule of key inputs into the calculation at the measurement on recurring and non-recurring

	Class B
Input	Common Stock
Common stock price	$	10.53
Exercise price	$	11.50
Risk-free rate of interest		4.55	%
Volatility		0.001	%
Term		5.17
Value of one warrant	$	0.182
Dividend yield		0.000	%

	January 24, 2022
	Public			Private
Input	Warrants			Warrants
Common stock price	$	9.69		$	9.69
Exercise price	$	11.50		$	11.50
Risk-free rate of interest		1.61	%		1.61	%
Volatility		10.85	%		10.86	%
Term		6.00			6.00
Value of one warrant	$	0.62		$	0.62
Dividend yield		0.00	%		0.00	%

	Private
Input	Warrants
Common stock price	$	10.41
Estimated probability of the Initial Business Combination		10.00	%
Volatility		40.00	%
Risk-free rate		4.25	%
Time to expiration		1.50

Level 3

Fair value, assets and liabilities measured on recurring basis

Schedule of changes in the fair value of derivative warrant liabilities

	Public		Private Placement		Total Level 3
	Warrants		Warrants		Financial Instruments
Derivative warrant liabilities at December 31, 2022	$	—	$	298,000	$	298,000
Change in fair value		—		240,000		240,000
Level 3 derivative warrant liabilities at March 31, 2023		—		538,000		538,000
Change in fair value		—		2,082,000		2,082,000
Level 3 derivative warrant liabilities at June 30, 2023		—		2,620,000		2,620,000
Change in fair value		—		(458,000)		(458,000)
Level 3 derivative warrant liabilities at September 30, 2023	$	—	$	2,162,000	$	2,162,000

XML

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)			9 Months Ended
	Apr. 21, 2023 USD ($) $ / shares shares	Jan. 24, 2022 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) item $ / shares shares	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) $ / shares shares
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Condition for future business combination number of businesses minimum | item			1
Proceeds from sale of private placement warrants				$ 11,910,000
Business combination extension option	8 months
Payments from trust account to redeem shares			$ 42,423,610
Excise tax liability			$ 2,100,318
Percentage of excise tax liability on shares redeemed			1.00%
Operating cash			$ 304,554		$ 510,893
Working capital (deficit)			$ 6,289,130
Class B common stock
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Conversion ratio	1
Aggregate number of non redeemable shares | shares	1,018,750
Converted common stock | shares	2,000,000
Common stock, shares issued | shares	5,245,000		5,245,000		7,245,000
Common stock, shares outstanding | shares	5,245,000		5,245,000		7,245,000
Common stock, par value | $ / shares			$ 0.0001		$ 0.0001
Class A common stock
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of common shares, shareholders exercised their right to redeem | shares	20,151,313
Price per public share | $ / shares	$ 10.42
Payments from trust account to redeem shares	$ 210,031,815
Common stock, shares issued | shares	5,998,687		2,000,000		0
Common stock, shares outstanding | shares	5,998,687		2,000,000		0
Common stock, par value | $ / shares			$ 0.0001		$ 0.0001
Initial Public Offering
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Issuance of units in IPO (in shares) | shares		24,150,000
Purchase price, per unit | $ / shares		$ 10.00
Gross proceeds from initial public offering		$ 241,500,000
Investment maturity period		180 days
Initial Public Offering | Trust Account
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Purchase price, per unit | $ / shares		$ 10.20
Gross proceeds from initial public offering		$ 246,330,000
Private Placement | Private Placement Warrants
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Sale of private placement warrants (in shares) | shares		11,910,000
Price of warrant | $ / shares		$ 1.00
Proceeds from sale of private placement warrants		$ 11,910,000
Sponsor | Class B common stock
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Aggregate purchase price			$ 25,000
Common stock, par value | $ / shares			$ 0.0001
Sponsor | Private Placement | Private Placement Warrants
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Sale of private placement warrants (in shares) | shares		11,910,000
Price of warrant | $ / shares		$ 1.00
Proceeds from sale of private placement warrants		$ 11,910,000

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)			3 Months Ended						9 Months Ended
	Apr. 21, 2023 USD ($) shares	Jan. 24, 2022 USD ($)	Sep. 30, 2023 USD ($) shares	Jun. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	Sep. 30, 2022 USD ($)	Jun. 30, 2022 USD ($)	Mar. 31, 2022 USD ($)	Sep. 30, 2023 USD ($) shares	Dec. 31, 2022 USD ($) shares
Operating cash			$ 304,554						$ 304,554	$ 510,893
Cash equivalents			0						0	0
Temporary equity, accretion to redemption value			233,048	$ 1,082,415	$ 813,105	$ 1,299,483	$ 353,852	$ 65,397
Unrecognized tax benefits			0						0
Unrecognized tax benefits accrued for penalty			30,821						30,821
Additional Paid-in Capital
Offering costs		$ 14,647,648
Accumulated Deficit
Offering costs		500,307
Temporary equity, accretion to redemption value			233,048	1,082,415	813,105	$ 1,299,483	$ 353,852	65,397
Initial Public Offering
Transaction costs		15,147,955
Underwriting fees		4,830,000
Deferred underwriting fees		9,660,000
Offering costs		657,955
Temporary equity, accretion to redemption value								26,976,223
Initial Public Offering | Additional Paid-in Capital
Temporary equity, accretion to redemption value								4,528,638
Initial Public Offering | Accumulated Deficit
Temporary equity, accretion to redemption value								$ 22,447,585
Class A Common Stock Subject to Possible Redemption
Number of shares redeemed | shares	20,151,313
Value of shares redeemed	$ (210,031,815)			(210,031,815)					(210,031,815)
Temporary equity, carrying amount	$ 3,998,687		$ 42,423,610	$ 42,190,562	$ 251,139,962				$ 42,423,610	$ 250,326,857
Class A common stock subject to possible redemption, outstanding (in shares) | shares			3,998,687						3,998,687	24,150,000
Class A common stock subject to possible redemption, issued (in shares) | shares			3,998,687						3,998,687	24,150,000
Temporary equity, accretion to redemption value		26,976,223
Additional remeasurement									$ 6,125,425
Class A Common Stock Subject to Possible Redemption | Additional Paid-in Capital
Temporary equity, accretion to redemption value		4,528,638
Class A Common Stock Subject to Possible Redemption | Accumulated Deficit
Temporary equity, accretion to redemption value		$ 22,447,585
Class B common stock
Class A common stock subject to possible redemption, outstanding (in shares) | shares	1,018,750
Converted common stock | shares	2,000,000
Stock split ratio	1

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Common stock subject to possible redemption (Details) - Class A Common Stock Subject to Possible Redemption - USD ($)		3 Months Ended			9 Months Ended	12 Months Ended
	Apr. 21, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Gross proceeds from initial public offering						$ 241,500,000
Fair value allocated to public warrants						(7,498,575)
Offering costs allocated to Class A common stock subject to possible redemption						(14,647,648)
Remeasurement on Class A common stock subject to possible redemption		$ 233,048	$ 1,082,415	$ 813,105		30,973,080
Redemption of Class A common stock	$ (210,031,815)		(210,031,815)		$ (210,031,815)
Beginning balance		42,190,562	251,139,962	250,326,857	250,326,857
Ending balance	$ 3,998,687	$ 42,423,610	$ 42,190,562	$ 251,139,962	$ 42,423,610	$ 250,326,857

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Calculation of basic and diluted net loss per share of common stock (Details) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Net (loss) income	$ (108,738)	$ (6,582,267)	$ 1,319,136	$ 2,281,306	$ 1,450,175	$ 9,442,637	$ (5,371,869)	$ 13,174,118
Class A common stock
Basic weighted average shares outstanding	3,998,687			24,150,000			12,192,078	22,115,385
Diluted weighted average shares outstanding	3,998,687			24,150,000			12,192,078	22,115,385
Class A Common Stock Subject to Possible Redemption
Net (loss) income	$ (38,672)			$ 1,754,851			$ (3,369,552)	$ 9,923,259
Basic weighted average shares outstanding	3,998,687			24,150,000			12,192,078	22,115,385
Diluted weighted average shares outstanding	3,998,687			24,150,000			12,192,078	22,115,385
Basic net (loss) income per share	$ (0.01)			$ 0.07			$ (0.28)	$ 0.45
Diluted net (loss) income per share	$ (0.01)			$ 0.07			$ (0.28)	$ 0.45
Non-redeemable Class A and Class B common stock
Net (loss) income	$ (70,066)			$ 526,455			$ (2,002,317)	$ 3,250,859
Basic weighted average shares outstanding	7,245,000			7,245,000			7,245,000	7,245,000
Diluted weighted average shares outstanding	7,245,000			7,245,000			7,245,000	7,245,000
Basic net (loss) income per share	$ (0.01)			$ 0.07			$ (0.28)	$ 0.45
Diluted net (loss) income per share	$ (0.01)			$ 0.07			$ (0.28)	$ 0.45

XML

INITIAL PUBLIC OFFERING (Details) - Initial Public Offering	Jan. 24, 2022 $ / shares shares
INITIAL PUBLIC OFFERING
Number of units sold	24,150,000
Purchase price, per unit | $ / shares	$ 10.00
Number of warrants in a unit	0.5
Investment maturity period	180 days
Trust Account
INITIAL PUBLIC OFFERING
Purchase price, per unit | $ / shares	$ 10.20
Class A common stock
INITIAL PUBLIC OFFERING
Number of shares in a unit	1
Public Warrants
INITIAL PUBLIC OFFERING
Number of warrants in a unit	0.5
Public Warrants | Class A common stock
INITIAL PUBLIC OFFERING
Number of shares issuable per warrant	1
Exercise price of warrant | $ / shares	$ 11.50

XML

PRIVATE PLACEMENT (Details) - USD ($)		9 Months Ended
	Jan. 24, 2022	Sep. 30, 2022
PRIVATE PLACEMENT
Aggregate purchase price		$ 11,910,000
Private Placement | Private Placement Warrants
PRIVATE PLACEMENT
Number of warrants to purchase shares issued	11,910,000
Price of warrants	$ 1.00
Aggregate purchase price	$ 11,910,000
Number of shares per warrant	1
Exercise price of warrant	$ 11.50

XML

RELATED PARTY TRANSACTIONS - Founder Shares (Details) - Sponsor - Class B common stock		1 Months Ended	9 Months Ended
	Jan. 19, 2022 shares	Mar. 31, 2021 USD ($) shares	Sep. 30, 2023 USD ($) D $ / shares	Nov. 30, 2021 shares
RELATED PARTY TRANSACTIONS
Aggregate purchase price | $			$ 25,000
Founder Shares
RELATED PARTY TRANSACTIONS
Number of shares issued during the period	345,000	8,625,000
Aggregate purchase price | $		$ 25,000
Number of shares forfeited				1,725,000
Aggregate number of shares owned				6,900,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders			23.00%
Restrictions on transfer period of time after business combination completion			1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares			$ 12.00
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D			20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D			30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences			150 days
Founder Shares | Directors, executive officers, special advisor and other third parties
RELATED PARTY TRANSACTIONS
Number of shares issued during the period		142,500

XML

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)	9 Months Ended
	Sep. 30, 2023	Jun. 01, 2023	Dec. 31, 2022	Jan. 24, 2022	Mar. 31, 2021
Class A common stock
RELATED PARTY TRANSACTIONS
Par value of common stock	$ 0.0001		$ 0.0001
Promissory Note with Related Party
RELATED PARTY TRANSACTIONS
Maximum borrowing capacity of related party transaction					$ 300,000
Outstanding balance of related party note				$ 289,425
Support Services Agreement
RELATED PARTY TRANSACTIONS
Expenses per month	$ 10,000
Related Party Loans | Working capital loans warrant
RELATED PARTY TRANSACTIONS
Maximum borrowing capacity of related party transaction	1,500,000
Aggregate amount of working capital loans	4,830,000
Outstanding balance of related party note	$ 506,000		$ 0
Price of warrant	$ 1.00
Convertible Promissory Notes - Related Parties
RELATED PARTY TRANSACTIONS
Maximum borrowing capacity of related party transaction		$ 2,000,000
Outstanding balance of related party note	$ 506,000		$ 0
Maximum amount of loan convertible into warrants		$ 1,500,000
Price of warrant		$ 1.00
Convertible Promissory Notes - Related Parties | Class A common stock
RELATED PARTY TRANSACTIONS
Number of shares issuable per warrant		1
Par value of common stock		$ 0.0001

XML

STOCKHOLDERS' (DEFICIT) EQUITY - Preferred Stock Shares (Details) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
STOCKHOLDERS' (DEFICIT) EQUITY
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred stock, stock issued	0	0
Preferred stock, stock outstanding	0	0

XML

STOCKHOLDERS' (DEFICIT) EQUITY - Common Stock Shares (Details)			1 Months Ended	9 Months Ended
	Apr. 21, 2023 shares	Jan. 19, 2022 shares	Mar. 31, 2021 USD ($) shares	Sep. 30, 2023 Vote $ / shares shares	Dec. 31, 2022 $ / shares shares	Nov. 30, 2021 shares
Class A common stock
STOCKHOLDERS' (DEFICIT) EQUITY
Common stock, shares authorized (in shares)				240,000,000	240,000,000
Par value of common stock | $ / shares				$ 0.0001	$ 0.0001
Common stock, votes per share | Vote				1
Number of shares issued on conversion	2,000,000
Common stock, shares issued (in shares)	5,998,687			2,000,000	0
Common stock, shares outstanding (in shares)	5,998,687			2,000,000	0
Class A Common Stock Subject to Possible Redemption
STOCKHOLDERS' (DEFICIT) EQUITY
Number of shares redeemed	20,151,313
Class A common stock subject to possible redemption, outstanding (in shares)				3,998,687	24,150,000
Class B common stock
STOCKHOLDERS' (DEFICIT) EQUITY
Common stock, shares authorized (in shares)				60,000,000	60,000,000
Par value of common stock | $ / shares				$ 0.0001	$ 0.0001
Common stock, votes per share | Vote				1
Number of shares converted	2,000,000
Conversion ratio	1
Common stock, shares issued (in shares)	5,245,000			5,245,000	7,245,000
Common stock, shares outstanding (in shares)	5,245,000			5,245,000	7,245,000
Class A common stock subject to possible redemption, outstanding (in shares)	1,018,750
Ratio to be applied to the stock in the conversion				23.00%
Class B common stock | Sponsor
STOCKHOLDERS' (DEFICIT) EQUITY
Number of shares issued during the period		345,000	8,625,000
Aggregate purchase price | $			$ 25,000
Number of shares forfeited						1,725,000
Class B common stock | Directors, executive officers, special advisor and other third parties | Sponsor
STOCKHOLDERS' (DEFICIT) EQUITY
Number of shares issued during the period			142,500

XML

WARRANT LIABILITY (Details)	9 Months Ended
	Sep. 30, 2023 D $ / shares shares
WARRANT LIABILITY
Warrants outstanding | shares	23,985,000
Warrants exercisable term from the closing of the public offering	12 months
Warrants exercisable term from the completion of business combination	30 days
Threshold period for filling registration statement after business combination	60 days
Threshold period for filling registration statement within number of days of business combination	60 days
Threshold trading days for calculating volume weighted average trading price | D	20
Threshold issue price for capital raising purposes in connection with closing of business combination	$ 9.20
Adjustment of exercise price of warrants based on market value (as a percent)	115.00%
Percentage of adjustment of redemption price of stock based on market value	180.00%
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days
Percentage of gross proceeds on total equity proceeds	60.00%
Public Warrants
WARRANT LIABILITY
Warrants outstanding | shares	12,075,000
Warrants exercisable term from the closing of the public offering	20 days
Public Warrants | Redemption Of Warrant Price Per Share Equals Or Exceeds18.00
WARRANT LIABILITY
Price per shares of common stock	$ 18.00
Redemption price per public warrant (in dollars per share)	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Threshold trading days for redemption of public warrants	20 days
Class of warrant or right redemption of warrants or rights threshold trading days before sending notice of redemption of warrants	3 days
Stock price trigger for redemption of public warrants	$ 18.00
Public Warrants | Redemption Of Warrant Price Per Share Equals Or Exceeds10.00
WARRANT LIABILITY
Price per shares of common stock	10.00
Redemption price per public warrant (in dollars per share)	$ 0.10
Minimum threshold written notice period for redemption of public warrants	30 days
Threshold trading days for redemption of public warrants	20 days
Threshold consecutive trading days for redemption of public warrants | D	30
Class of warrant or right redemption of warrants or rights threshold trading days before sending notice of redemption of warrants	3 days
Stock price trigger for redemption of public warrants	$ 10.00
Private Warrants | Redemption Of Warrant Price Per Share Less Than 18.00
WARRANT LIABILITY
Redemption price per public warrant (in dollars per share)	$ 18.00
Threshold trading days for redemption of public warrants	20 days
Threshold consecutive trading days for redemption of public warrants | D	30
Class of warrant or right redemption of warrants or rights threshold trading days before sending notice of redemption of warrants	3 days
Private Warrants | Private Placement Warrants
WARRANT LIABILITY
Warrants outstanding | shares	11,910,000

XML

COMMITMENTS AND CONTINGENCIES (Details)					9 Months Ended
	Sep. 26, 2023 USD ($) D $ / shares shares	Jun. 23, 2023 USD ($) $ / shares	Jun. 19, 2023 USD ($)	Jan. 24, 2022 shares	Sep. 30, 2023 USD ($) D item $ / shares shares	Sep. 25, 2023 USD ($)	Jun. 22, 2023 USD ($)	Dec. 31, 2022 $ / shares
COMMITMENTS AND CONTINGENCIES
Maximum number of demands for registration of securities | item					3
Underwriting cash discount per unit | $ / shares					$ 0.20
Aggregate underwriter cash discount | $					$ 4,830,000
Deferred fee per unit | $ / shares					$ 0.40
Aggregate deferred underwriting fee payable | $					$ 9,660,000
Total compensation from deferred underwriting commission plus the capital markets advisory fee | $					$ 3,622,500		$ 3,622,500
Threshold trading days for calculating volume weighted average trading price | D					20
Placement Agent Agreement
COMMITMENTS AND CONTINGENCIES
Placement fee as a percent of total transaction consideration			5.00%
Placement agent fees accrued | $			$ 0
Placement Agent Agreement | William Blair
COMMITMENTS AND CONTINGENCIES
Success Fee | $			$ 4,000,000
Business Combination Agreement
COMMITMENTS AND CONTINGENCIES
Par value of common stock | $ / shares		$ 0.0001
Business Combination Agreement | Pinstripes
COMMITMENTS AND CONTINGENCIES
Par value of common stock | $ / shares		$ 0.01
Pre-money equity value | $	$ 379,366,110	$ 429,000,000				$ 429,000,000
Price per shares of common stock | $ / shares		$ 10
Exchange ratio of shares		2.5
Class A common stock
COMMITMENTS AND CONTINGENCIES
Par value of common stock | $ / shares					$ 0.0001			$ 0.0001
Class A common stock | Non-Redemption Agreements
COMMITMENTS AND CONTINGENCIES
Non-redemption of shares | shares					4,075,000
Class B common stock
COMMITMENTS AND CONTINGENCIES
Par value of common stock | $ / shares					$ 0.0001			$ 0.0001
Class B common stock | Business Combination Agreement | Pinstripes
COMMITMENTS AND CONTINGENCIES
Number of shares issued during the period | shares	5
Class B common stock | Non-Redemption Agreements
COMMITMENTS AND CONTINGENCIES
Price per shares of common stock | $ / shares					$ 0.88
Accrued offering costs | $					$ 892,911
Number of shares agreed to be transferred by sponsor | shares					1,018,750
Aggregate fair value of stock transferrable to unaffiliated third parties | $					$ 893,000
Series I Convertible Preferred Stock | Securities purchase agreement | Pinstripes
COMMITMENTS AND CONTINGENCIES
Amount of bridge financing to be provided | $							18,000,000.0
Amount of additional bridge financing to be provided. | $							$ 3,266,200
Series B-1 common stock | Business Combination Agreement | Pinstripes
COMMITMENTS AND CONTINGENCIES
Par value of common stock | $ / shares	$ 0.0001
Number of shares issued during the period | shares	2,500,000
Percentage of earnout Shares shall be issued	50.00%
Volume weighted average share price | $ / shares	$ 12.00
Threshold trading days for calculating volume weighted average trading price | D	20
Threshold consecutive trading days for calculating volume weighted average trading price | D	30
Commencement period after the closing of the Business Combination for stock equals or exceeds $12.00 per share for any 20 trading days within any consecutive 30-trading day period	5 months
Series B-2 common stock | Business Combination Agreement | Pinstripes
COMMITMENTS AND CONTINGENCIES
Par value of common stock | $ / shares	$ 0.0001
Number of shares issued during the period | shares	2,500,000
Percentage of earnout Shares shall be issued	50.00%
Volume weighted average share price | $ / shares	$ 14.00
Threshold trading days for calculating volume weighted average trading price | D	20
Threshold consecutive trading days for calculating volume weighted average trading price | D	30
Commencement period after the closing of the Business Combination for stock equals or exceeds $12.00 per share for any 20 trading days within any consecutive 30-trading day period	5 months
Maximum
COMMITMENTS AND CONTINGENCIES
Aggregate deferred underwriting fee payable | $		$ 9,660,000
Minimum
COMMITMENTS AND CONTINGENCIES
Aggregate deferred underwriting fee payable | $		$ 3,622,500
Over-allotment option
COMMITMENTS AND CONTINGENCIES
Underwriters option period				45 days
Number of units sold | shares				3,150,000

XML

FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($)	3 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
Fair value, liabilities measured on recurring basis, unobservable input reconciliation, calculation
Warrant liability	$ 4,353,613			$ 599,875
Recurring
Fair value, liabilities measured on recurring basis, unobservable input reconciliation, calculation
Derivative warrant liabilities, Beginning balance	5,276,500	$ 1,052,395	$ 599,875
Change in fair value of warrant liabilities	(922,888)	4,224,105	452,520
Derivative warrant liabilities, Ending balance	4,353,616	5,276,500	1,052,395
Warrant liability	4,353,613
Recurring | Public Warrants
Fair value, liabilities measured on recurring basis, unobservable input reconciliation, calculation
Derivative warrant liabilities, Beginning balance	2,656,500	514,395	301,875
Change in fair value of warrant liabilities	(464,888)	2,142,105	212,520
Derivative warrant liabilities, Ending balance	2,191,613	2,656,500	514,395
Recurring | Private Placement Warrants
Fair value, liabilities measured on recurring basis, unobservable input reconciliation, calculation
Derivative warrant liabilities, Beginning balance	2,620,000	538,000	298,000
Change in fair value of warrant liabilities	(458,000)	2,082,000	240,000
Derivative warrant liabilities, Ending balance	2,162,000	2,620,000	538,000
Recurring | Level 3
Fair value, liabilities measured on recurring basis, unobservable input reconciliation, calculation
Derivative warrant liabilities, Beginning balance	2,620,000	538,000	298,000
Change in fair value of warrant liabilities	(458,000)	2,082,000	240,000
Derivative warrant liabilities, Ending balance	2,162,000	2,620,000	538,000
Recurring | Level 3 | Private Placement Warrants
Fair value, liabilities measured on recurring basis, unobservable input reconciliation, calculation
Derivative warrant liabilities, Beginning balance	2,620,000	538,000	298,000
Change in fair value of warrant liabilities	(458,000)	2,082,000	240,000
Derivative warrant liabilities, Ending balance	$ 2,162,000	$ 2,620,000	$ 538,000

XML

FAIR VALUE MEASUREMENTS - Assets and Liabilities Accounted at Fair value on Recurring Basis (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Assets:
Treasury securities held in trust account	$ 42,423,610	$ 250,326,857
Level 1 | Recurring
Assets:
Treasury securities held in trust account	42,423,610
Level 1 | Recurring | Public Warrants
Liabilities:
Warranty liability	2,191,613
Level 3 | Recurring | Private Placement Warrants
Liabilities:
Warranty liability	$ 2,162,000

XML

FAIR VALUE MEASUREMENTS - Fair Value Measurement Inputs Recurring (Details)	Jan. 24, 2022 Y $ / shares shares	Sep. 30, 2023 Y $ / shares
Initial Public Offering
Fair value, assets and liabilities measured on recurring basis
Number of warrants in a unit | shares	0.5
Initial Public Offering | Class A common stock
Fair value, assets and liabilities measured on recurring basis
Number of shares in a unit | shares	1
Public Warrants | Initial Public Offering
Fair value, assets and liabilities measured on recurring basis
Number of warrants in a unit | shares	0.5
Common stock price | Class B common stock
Fair value, assets and liabilities measured on recurring basis
Derivative liability measurement input		10.53
Common stock price | Public Warrants
Fair value, assets and liabilities measured on recurring basis
Derivative liability measurement input	9.69
Common stock price | Private Placement Warrants
Fair value, assets and liabilities measured on recurring basis
Derivative liability measurement input	9.69
Exercise price | Class B common stock
Fair value, assets and liabilities measured on recurring basis
Derivative liability measurement input		11.50
Exercise price | Public Warrants
Fair value, assets and liabilities measured on recurring basis
Derivative liability measurement input	11.50
Exercise price | Private Placement Warrants
Fair value, assets and liabilities measured on recurring basis
Derivative liability measurement input	11.50
Risk-free rate of interest | Class B common stock
Fair value, assets and liabilities measured on recurring basis
Derivative liability measurement input		0.0455
Risk-free rate of interest | Public Warrants
Fair value, assets and liabilities measured on recurring basis
Derivative liability measurement input	0.0161
Risk-free rate of interest | Private Placement Warrants
Fair value, assets and liabilities measured on recurring basis
Derivative liability measurement input	0.0161
Volatility | Class B common stock
Fair value, assets and liabilities measured on recurring basis
Derivative liability measurement input		0.00001
Volatility | Public Warrants
Fair value, assets and liabilities measured on recurring basis
Derivative liability measurement input	0.1085
Volatility | Private Placement Warrants
Fair value, assets and liabilities measured on recurring basis
Derivative liability measurement input	0.1086
Term | Class B common stock
Fair value, assets and liabilities measured on recurring basis
Derivative liability measurement input | Y		5.17
Term | Public Warrants
Fair value, assets and liabilities measured on recurring basis
Derivative liability measurement input | Y	6.00
Term | Private Placement Warrants
Fair value, assets and liabilities measured on recurring basis
Derivative liability measurement input | Y	6.00
Value of one warrant | Class B common stock
Fair value, assets and liabilities measured on recurring basis
Derivative liability measurement input		0.182
Value of one warrant | Public Warrants
Fair value, assets and liabilities measured on recurring basis
Derivative liability measurement input	0.62
Value of one warrant | Private Placement Warrants
Fair value, assets and liabilities measured on recurring basis
Derivative liability measurement input	0.62
Dividend yield | Class B common stock
Fair value, assets and liabilities measured on recurring basis
Derivative liability measurement input		0.00000
Dividend yield | Public Warrants
Fair value, assets and liabilities measured on recurring basis
Derivative liability measurement input	0.0000
Dividend yield | Private Placement Warrants
Fair value, assets and liabilities measured on recurring basis
Derivative liability measurement input	0.0000

XML

FAIR VALUE MEASUREMENTS - Fair Value Measurement Inputs Non-recurring (Details)	Sep. 30, 2023 USD ($) Y $ / shares shares	Apr. 30, 2023 USD ($) $ / shares shares	Apr. 12, 2023 Y $ / shares	Jan. 24, 2022 $ / shares Y
Class B common stock | Non-Redemption Agreements
Fair value, assets and liabilities measured on nonrecurring basis
Number of shares agreed to be transferred | shares	1,018,750
Aggregate fair value of stock transferrable to unaffiliated third parties | $	$ 893,000
Price per shares of common stock	$ 0.88
Common stock price | Class B common stock
Fair value, assets and liabilities measured on nonrecurring basis
Derivative liability measurement input	10.53
Common stock price | Private Placement Warrants
Fair value, assets and liabilities measured on nonrecurring basis
Derivative liability measurement input				9.69
Volatility | Class B common stock
Fair value, assets and liabilities measured on nonrecurring basis
Derivative liability measurement input	0.00001
Volatility | Private Placement Warrants
Fair value, assets and liabilities measured on nonrecurring basis
Derivative liability measurement input				0.1086
Risk-free rate of interest | Class B common stock
Fair value, assets and liabilities measured on nonrecurring basis
Derivative liability measurement input	0.0455
Risk-free rate of interest | Private Placement Warrants
Fair value, assets and liabilities measured on nonrecurring basis
Derivative liability measurement input				0.0161
Term | Class B common stock
Fair value, assets and liabilities measured on nonrecurring basis
Derivative liability measurement input | Y	5.17
Term | Private Placement Warrants
Fair value, assets and liabilities measured on nonrecurring basis
Derivative liability measurement input | Y				6.00
Nonrecurring | Class B common stock | Non-Redemption Agreements
Fair value, assets and liabilities measured on nonrecurring basis
Number of shares agreed to be transferred | shares		1,018,750
Aggregate fair value of stock transferrable to unaffiliated third parties | $		$ 893,000
Price per shares of common stock		$ 0.88
Nonrecurring | Common stock price
Fair value, assets and liabilities measured on nonrecurring basis
Derivative liability measurement input			10.41
Nonrecurring | Estimated probability of the Initial Business Combination
Fair value, assets and liabilities measured on nonrecurring basis
Derivative liability measurement input			0.1000
Nonrecurring | Volatility
Fair value, assets and liabilities measured on nonrecurring basis
Derivative liability measurement input			0.4000
Nonrecurring | Risk-free rate of interest
Fair value, assets and liabilities measured on nonrecurring basis
Derivative liability measurement input			0.0425
Nonrecurring | Term
Fair value, assets and liabilities measured on nonrecurring basis
Derivative liability measurement input | Y			1.50

XML

INCOME TAX (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
INCOME TAX
Income tax provision	$ 98,248	$ 217,336	$ 897,753	$ 325,757
Effective tax rate (in percent)	(936.53%)	9.00%	(20.07%)	2.40%
Statutory U.S. federal income tax rate	21.00%	21.00%	21.00%	21.00%