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As filed with the United States Securities and Exchange Commission on September 8, 2023.

Registration No. 333-

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

Banyan Acquisition Corporation

(Exact name of registrant as specified in its charter)

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400 Skokie Blvd, Suite 820

Northbrook, Illinois 60062

Telephone: (847) 757-3812

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

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Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective and all other conditions to the business combination described in the enclosed joint proxy statement/consent solicitation statement/prospectus have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or 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.

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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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

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PRELIMINARY — SUBJECT TO COMPLETION, DATED SEPTEMBER 8, 2023

PROXY STATEMENT FOR

SPECIAL MEETING OF BANYAN ACQUISITION CORPORATION

CONSENT SOLICITATION STATEMENT FOR STOCKHOLDERS OF PINSTRIPES, INC.

PROSPECTUS FOR UP TO 48,185,117 SHARES OF COMMON STOCK OF BANYAN ACQUISITION CORPORATION

(WHICH WILL BE RENAMED PINSTRIPES HOLDINGS, INC. IN CONNECTION WITH THE BUSINESS COMBINATION)

The board of directors of Banyan Acquisition Corporation, a Delaware corporation (“Banyan”), has approved the transactions (collectively, the “Business Combination”) contemplated by that certain Business Combination Agreement, dated as of June 22, 2023 (as amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among Banyan, Panther Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Banyan (“Merger Sub”), and Pinstripes, Inc., a Delaware corporation (“Pinstripes”), a copy of which is attached to this joint proxy statement/consent solicitation statement/prospectus as Annex A. As described in this joint proxy statement/consent solicitation statement/prospectus, Banyan’s stockholders are being asked to consider and vote upon the Business Combination, among other items. As used in this joint proxy statement/consent solicitation statement/prospectus, “New Pinstripes” refers to Banyan after giving effect to the consummation of the Business Combination.

In connection with the Business Combination, among other things, (i) the governing documents of Banyan will be replaced by governing documents for New Pinstripes, (ii) Banyan will change its name to “Pinstripes Holdings, Inc.,” (iii) each of the then-issued and outstanding shares of Class A common stock, par value $0.0001 per share, of Banyan (the “Banyan Class A Common Stock”) will be converted, on a one-for-one basis, into a share of common stock of New Pinstripes, par value $0.0001 per share (“New Pinstripes Common Stock”), (iv) each of the then-issued and outstanding shares of Class B common stock, par value $0.0001 per share, of Banyan will be converted, on a one-for-one basis, into a share of New Pinstripes Common Stock, and (v) each then-issued and outstanding whole warrant exercisable for one share of Banyan Class A Common Stock will become exercisable for one share of New Pinstripes Common Stock at an exercise price of $11.50 per share on the terms and conditions set forth in the Warrant Agreement, dated as of January 19, 2022, by and between Banyan and Continental Stock Transfer & Trust Company, as warrant agent (as amended or amended and restated from time to time). In connection with clauses (iii) and (v) of this paragraph, each issued and outstanding unit of Banyan that has not been previously separated into the underlying Banyan Class A Common Stock and the underlying Banyan warrants will be canceled and will entitle the holder thereof to one share of New Pinstripes Common Stock and one-half of one New Pinstripes warrant.

On the date of closing of the Business Combination (the “Closing”), Merger Sub will merge with and into Pinstripes (the “Merger”), with Pinstripes being the surviving corporation of the Merger (the date and time that the Merger becomes effective being referred to as the “Effective Time”), and, as a result of which, the surviving company will become a wholly owned subsidiary of Banyan.

In accordance with the terms and subject to the conditions of the Business Combination Agreement, immediately prior to the Effective Time, each outstanding share of Pinstripes preferred stock will be converted into shares of Pinstripes common stock, par value $0.01 per share (“Pinstripes Common Stock”), in accordance with the governing documents of Pinstripes, and each warrant and convertible note of Pinstripes will be automatically exercised for, or convert into, shares of Pinstripes Common Stock in accordance with their respective terms. At the Effective Time, each share of Pinstripes Common Stock (including as a result of the conversions specified above, but excluding any dissenting shares and cancelled treasury stock and shares of Pinstripes Common Stock issued in connection with the conversion of the Series I Convertible Preferred Stock of Pinstripes) will be automatically cancelled and extinguished and converted into the right to receive shares of New Pinstripes Common Stock, determined in accordance with the Business Combination Agreement, at an exchange ratio of approximately 2.33 shares of New Pinstripes Common Stock for each share of Pinstripes Common Stock. In addition, each outstanding share of Pinstripes Common Stock received upon conversion of Series I Convertible Preferred Stock of Pinstripes will be automatically cancelled and extinguished and converted into the right to receive shares of New Pinstripes Common Stock determined in accordance with the Business Combination Agreement, based on an exchange ratio of 2.5 shares of New Pinstripes Common Stock for each share of Pinstripes Common Stock.

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At or prior to the Closing of the Business Combination, Banyan may enter into one or more equity financings with aggregate gross proceeds of up to $53,733,800. The proceeds of such financings will be used to satisfy the minimum cash condition of $75,000,000 contained in the Business Combination Agreement.

The Banyan Class A Common Stock is currently listed on the New York Stock Exchange (the “NYSE”) under the symbol “BYN.” Banyan will apply for listing, to be effective at the time of the Closing, of New Pinstripes Common Stock and the public and private warrants of New Pinstripes on the NYSE under the proposed symbols “PNST” and “PNST WS,” respectively. It is a condition of the consummation of the Business Combination that Banyan’s initial listing application with the NYSE (or the Nasdaq Stock Market LLC (“Nasdaq”)) in connection with the Business Combination shall have been conditionally approved, and immediately following the Effective Time, Banyan will satisfy any applicable initial and continued listing requirements of the NYSE (or Nasdaq), and the New Pinstripes Common Stock issued in connection with the Business Combination shall have been approved for listing on the NYSE (or Nasdaq). However, there can be no assurance such listing condition will be met or that Banyan will obtain such approval from the NYSE (or Nasdaq). If such listing condition is not met or if such approval is not obtained, the Business Combination will not be consummated unless the stock exchange approval condition set forth in the Business Combination Agreement is waived by the applicable parties.

Banyan reserves the right to postpone or adjourn the stockholder meeting on one or more occasions in accordance with the terms and conditions of the Business Combination Agreement.

This joint proxy statement/consent solicitation statement/prospectus provides stockholders of Banyan with detailed information about the Business Combination and other matters to be considered at the special meeting of Banyan. It also includes information about Banyan and Pinstripes. We encourage you to read this entire joint proxy statement/consent solicitation statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in the section titled “Risk Factors” beginning on page 49 of this joint proxy statement/consent solicitation statement/prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS JOINT PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS JOINT PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This joint proxy statement/consent solicitation statement/prospectus is dated                 , 2023, and is first being mailed to Banyan’s stockholders on or about                 , 2023.

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BANYAN ACQUISITION CORPORATION

400 Skokie Blvd, Suite 820

Northbrook, Illinois 60062

To the Stockholders of Banyan Acquisition Corporation:

You are cordially invited to attend a special meeting of stockholders (the “Special Meeting”) of Banyan Acquisition Corporation, a Delaware corporation (“Banyan”), which will be held virtually at https://www.cstproxy.com/           [a.m./p.m.], Eastern Time, on            , 2023, or at such other date and at such other place to which the meeting may be postponed or adjourned. We are planning for the Special Meeting to be held virtually over the internet.

You or your proxyholder will be able to attend and vote at the Special Meeting by visiting https://www.cstproxy.com/             and using a control number assigned by Continental Stock Transfer & Trust Company. To register and receive access to the virtual meeting, registered stockholders and beneficial holders of Banyan stock (i.e., those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the accompanying joint proxy statement/consent solicitation statement/prospectus.

On June 22, 2023, Banyan entered into a Business Combination Agreement (the “Business Combination Agreement”) with Panther Merger Sub Inc., a Delaware corporation (“Merger Sub”), and Pinstripes, Inc., a Delaware corporation (“Pinstripes”). The transactions contemplated by the Business Combination Agreement are referred to herein as the “Business Combination.” You are being asked to consider and vote upon a proposal, which is referred to herein as the “Business Combination Proposal,” to approve and adopt (i) the Business Combination Agreement, a copy of which is attached to the accompanying joint proxy statement/consent solicitation statement/prospectus as Annex A, and (ii) the Business Combination.

As further described in the accompanying joint proxy statement/consent solicitation statement/prospectus, subject to the terms and conditions of the Business Combination Agreement, the following transactions will occur on the date of closing: (i) Merger Sub will merge with and into Pinstripes (the “Merger”) with Pinstripes being the surviving corporation of the merger and, as a result of which, Banyan will become the parent company of Pinstripes (the time at which the Merger becomes effective is being referred to herein as the “Effective Time”), (ii) the governing documents of Banyan will be replaced by governing documents for New Pinstripes (as defined below), (iii) upon the effectiveness of the Business Combination (the “Closing”), Banyan will change its name to “Pinstripes Holdings, Inc.” (“New Pinstripes”), (iv) each of the then-issued and outstanding shares of Class A common stock, par value $0.0001 per share, of Banyan (the “Banyan Class A Common Stock”) will be converted, on a one-for-one basis, into a share of common stock of New Pinstripes (“New Pinstripes Common Stock”), (v) each of the then-issued and outstanding shares of Class B common stock, par value $0.0001 per share, of Banyan (the “Banyan Class B Common Stock,” and together with the Banyan Class A Common Stock, the “Banyan Common Stock”) will be converted, on a one-for-one basis, into a share of New Pinstripes Common Stock, and (vi) each then-issued and outstanding whole warrant exercisable for one share of Banyan Class A Common Stock will become exercisable for one share of New Pinstripes Common Stock at an exercise price of $11.50 per share on the terms and conditions set forth in the Warrant Agreement, dated as of January 19, 2022, by and between Banyan and Continental Stock Transfer & Trust Company, as warrant agent (as amended or amended and restated from time to time). In connection with clauses (iv) and (vi) of this paragraph, each issued and outstanding unit of Banyan that has not been previously separated into the underlying Banyan Class A Common Stock and the underlying Banyan warrants will be canceled and will entitle the holder thereof to one share of New Pinstripes Common Stock and one-half of one New Pinstripes warrant.

Furthermore, in accordance with the Business Combination Agreement, immediately prior to the Effective Time, all outstanding shares of Pinstripes preferred stock will convert into shares of Pinstripes common stock, par value $0.01 per share (“Pinstripes Common Stock”), in accordance with the governing documents of Pinstripes, and all warrants and convertible notes of Pinstripes will be automatically exercised for, or convert into, shares of Pinstripes Common Stock in accordance with their respective terms. At the Effective Time, (i) each outstanding share of Pinstripes Common Stock (including as a result of the conversions specified above, but excluding any dissenting shares and cancelled treasury stock and shares of Pinstripes Common Stock issued in connection with the conversion of the Series I Convertible Preferred Stock of Pinstripes) will be automatically cancelled and extinguished and converted into the right to receive shares of New Pinstripes Common Stock, determined in accordance with the Business Combination Agreement, based on an exchange ratio of approximately 2.33 shares of New Pinstripes Common Stock for each share of Pinstripes Common Stock, (ii) each outstanding share of Pinstripes Common Stock received upon conversion of Series I Convertible Preferred Stock of Pinstripes will be automatically cancelled and extinguished and converted into the right to receive shares of New Pinstripes Common Stock determined in accordance with the Business Combination Agreement, based on an exchange ratio of 2.5 shares of New Pinstripes Common Stock for each share of Pinstripes Common Stock and (iii) each outstanding option of Pinstripes (whether vested or unvested) will be assumed by New Pinstripes and substituted for an option to purchase shares of New Pinstripes Common

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Stock. For additional information regarding the consideration payable under the Business Combination Agreement, see the section in the accompanying proxy statement entitled “Proposal No. 1 — The Business Combination Proposal — Consideration to be Received in the Business Combination.”

At or prior to the Closing of the Business Combination, Banyan may enter into one or more equity financings with aggregate gross proceeds of up to $53,733,800. The proceeds of such financings will be used to satisfy the minimum cash condition of $75,000,000 contained in the Business Combination Agreement.

In connection with the foregoing and concurrently with the execution of the Business Combination Agreement, Banyan Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), George Courtot, Bruce Lubin, Otis Carter, Kimberley Annette Rimsza, Matt Jaffee and Brett Biggs (together with the Sponsor, the “Sponsor Holders”) entered into a Sponsor Letter Agreement (the “Sponsor Letter Agreement”), pursuant to which, among other things, the Sponsor Holders have agreed, (i) for no additional consideration to waive their respective redemption rights in connection with the consummation of the Business Combination with respect to any Banyan Class A Common Stock and Banyan Class B Common Stock they may hold, (ii) to subject two-thirds of the Banyan Class B Common Stock (or Banyan Class A Common Stock, if converted) held by the Sponsor Holders to certain vesting conditions and forfeiture and (iii) to vote any shares of Banyan Class A Common Stock or Banyan Class B Common Stock held by them in favor of the Business Combination Proposal and the other proposals to be considered at the Special Meeting. Currently, the Sponsor Holders hold 64.4% of issued and outstanding Banyan Common Stock. For additional information regarding the Sponsor Letter Agreement, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Sponsor Letter Agreement” in the accompanying joint proxy statement/consent solicitation statement/prospectus.

In addition to the Business Combination Proposal, Banyan stockholders are being asked to consider and vote upon (a) a proposal to approve the proposed certificate of incorporation of New Pinstripes (the “Proposed Charter”), a copy of which is attached to the accompanying joint proxy statement/consent solicitation statement/prospectus as Annex B (the “Charter Proposal”), (b) on a nonbinding advisory basis, proposals related to material differences between Banyan’s existing amended and restated certificate of incorporation and the Proposed Charter (the “Governance Proposals”), (c) a proposal to approve, for purpose of complying with Section 312.03 of the NYSE Listed Company Manual, the issuance of shares of New Pinstripes Common Stock in connection with the Business Combination (the “Listing Proposal”), (d) a proposal to approve and adopt the New Pinstripes Equity Incentive Plan, a copy of which is attached to the accompanying joint proxy statement/consent solicitation statement/prospectus as Annex D (the “Equity Incentive Plan Proposal”), (e) a proposal to approve and adopt the New Pinstripes Employee Stock Purchase Plan, a copy of which is attached to the accompanying joint proxy statement/consent solicitation statement/prospectus as Annex E (the “ESPP Proposal”), and (f) a proposal to adjourn the Special Meeting to a later date or dates to the extent necessary (the “Adjournment Proposal”).

Each of the Business Combination Proposal, the Charter Proposal, the Listing Proposal and the Equity Incentive Plan Proposal (collectively, the “Condition Precedent Proposals”) is conditioned on the approval and adoption of each of the other Condition Precedent Proposals, and the Business Combination will be consummated only if each of the Condition Precedent Proposals is approved by the requisite number of Banyan stockholders. If the Business Combination Proposal is not approved, the other proposals (except the Adjournment Proposal) will not be presented to the Banyan stockholders for a vote. The Adjournment Proposal is not conditioned on the approval of any other proposal. Each of these proposals is more fully described in the accompanying joint proxy statement/consent solicitation statement/prospectus, which each Banyan stockholder is encouraged to read carefully and in its entirety.

The board of directors of Banyan (the “Banyan Board”) has determined that each of the Condition Precedent Proposals is advisable and in the best interests of Banyan and its stockholders. The Banyan Board approved the Business Combination Agreement and the transactions contemplated thereby and recommends that Banyan’s stockholders vote “FOR” the Business Combination Proposal, “FOR” the Charter Amendment Proposal, “FOR” the Governance Proposals, “FOR” the Listing Proposal, “FOR” the Equity Incentive Plan Proposal, “FOR” the ESPP Proposal, and “FOR” the Adjournment Proposal (if necessary). Each such proposal is described in the accompanying joint proxy statement/consent solicitation statement/prospectus.

Banyan’s directors and officers may have financial interests in the Business Combination that are different from, or in addition to, their interests as stockholders of Banyan and the interests of stockholders of Banyan generally. The existence of financial and personal interests of Banyan’s directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of Banyan and its stockholders and what may be best for a director’s personal interests when determining to recommend that the Banyan stockholders vote for the aforementioned proposals. See the sections in the accompanying joint proxy statement/consent solicitation statement/prospectus entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” and “Beneficial Ownership of Securities.”

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Subject to the terms and provisions of the Business Combination Agreement, Banyan reserves the right at any time to cancel the Special Meeting and not to submit to its stockholders any of the aforementioned proposals. In the event the Special Meeting is canceled, Banyan will liquidate and dissolve in accordance with its certificate of incorporation. In additional, subject to the terms and provisions of the Business Combination Agreement, Banyan reserves the right to postpone or adjourn the Special Meeting on one or more occasions to a later date.

Banyan’s units, the Banyan Class A Common Stock, and Banyan’s redeemable warrants are traded on the New York Stock Exchange (the “NYSE”) under the symbols “BYN.U,” “BYN” and “BYN WS,” respectively. At the closing of the Business Combination, the units will separate into their component shares of common stock and warrants so that the units will no longer trade. New Pinstripes will apply to list, to be effective at the time of the Closing, its common stock and warrants on the NYSE (or the Nasdaq Stock Market LLC) under the symbols “PNST” and “PNST WS,” respectively.

Only holders of record of shares of Banyan Class A Common Stock and shares of Banyan Class B Common Stock at the close of business on              , 2023 (the “Record Date”) are entitled to notice of and to vote and have their respective votes counted at the Special Meeting and any adjournments or postponements of the Special Meeting. A complete list of Banyan’s stockholders of record entitled to vote at the Special Meeting will be available for 10 days before the Special Meeting at Banyan’s principal executive offices for inspection by its stockholders during ordinary business hours for any purpose related to the Special Meeting and electronically during the Special Meeting at https://www.cstproxy.com/           .

The accompanying joint proxy statement/consent solicitation statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Special Meeting. We urge you to read this document and the documents incorporated herein by reference carefully and in their entirety. See the section entitled “Risk Factors” in the accompanying joint proxy statement/consent solicitation statement/prospectus for a discussion of the risks you should consider in evaluating the proposed Business Combination and how it will affect you. Events occurring prior to the Special Meeting may require Banyan to supplement or amend the accompanying joint proxy statement/consent solicitation statement/prospectus, in which case, you are encouraged to read such supplement or amendment along with the accompanying joint proxy statement/consent solicitation statement/prospectus.

Your vote is very important. To ensure your representation at the Special Meeting, please complete and return the enclosed proxy card or submit your proxy by following the instructions contained in the accompanying joint proxy statement/consent solicitation statement/prospectus and on your proxy card. Please submit your proxy promptly whether or not you expect to participate in the Special Meeting. Submitting a proxy now will NOT prevent you from being able to virtually vote online during the Special Meeting. If you hold your shares in “street name,” you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you receive from your broker, bank or other nominee. If you have any questions regarding the accompanying joint proxy statement/consent solicitation statement/prospectus, you may contact Morrow Sodali LLC, Banyan’s proxy solicitor, by calling (800) 662-5200 (toll-free), or banks and brokers can call (203) 658-9400, or by emailing      .info@investor.morrowsodali.com. If you return your proxy card signed and without an indication of how you wish to vote, your shares will be voted in favor of each of the aforementioned proposals.

Pursuant to Banyan’s certificate of incorporation, a holder of Banyan Class A Common Stock (such holder, a “Public Stockholder”) may request that Banyan redeem all or a portion of such Banyan Class A Common Stock for cash if the Business Combination is consummated. These redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Banyan’s transfer agent in order to validly redeem its shares. Public Stockholders may elect to redeem their respective shares of Banyan Class A Common Stock whether they vote “For” or “Against” the Business Combination Proposal or abstain from voting. If the Business Combination is not consummated, the shares of Banyan Class A Common Stock will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a Public Stockholder properly exercises its right to redeem all or a portion of the Banyan Class A Common Stock that it holds and timely tenders or delivers its applicable shares to Banyan’s transfer agent, Banyan will redeem such Banyan Class A Common Stock for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of Banyan’s initial public offering, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in such trust account (net of taxes payable).

Notwithstanding the foregoing, a Public Stockholder, together with any such stockholder’s affiliates or any other person or entity with whom such stockholder is acting in concert or as a “group” (as defined in Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the Banyan Class A Common Stock sold in Banyan’s initial public offering.

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For illustrative purposes, as of          , 2023, the most recent practicable date prior to the date of the accompanying joint proxy statement/consent solicitation statement/prospectus, the redemption price per share would have amounted to approximately $          , based on the aggregate amount on deposit in the aforementioned trust account of approximately $          as of         , 2023 (including interest earned on the funds held in such trust account and not previously released to Banyan to pay its taxes), divided by the total number of then-outstanding Public Shares (as defined in the accompanying joint proxy statement/consent solicitation statement/prospectus). If a Public Stockholder exercises its redemption rights in full, then it will be electing to exchange its Banyan Class A Common Stock for cash and will no longer own Banyan Class A Common Stock. See “Special Meeting of Banyan Stockholders — Redemption Rights” in the accompanying joint proxy statement/consent solicitation statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Banyan Class A Common Stock for cash. A Public Stockholder must complete the procedures for electing to redeem its Banyan Class A Common Stock in the manner described in the accompanying joint proxy statement/consent solicitation statement/prospectus prior to 5:00 p.m., Eastern Time, on           , 2023 (two business days before the initially scheduled date of the Special Meeting) in order for its shares to be redeemed.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE BANYAN REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE AFOREMENTIONED TRUST ACCOUNT AND TENDER YOUR SHARES TO BANYAN’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE INITIALLY SCHEDULED DATE OF THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR STOCK CERTIFICATES TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of the Banyan Board, I would like to thank you for your support of Banyan and look forward to a successful completion of the Business Combination.

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BANYAN ACQUISITION CORPORATION

400 Skokie Blvd, Suite 820

Northbrook, Illinois 60062

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON                   , 2023

TO THE STOCKHOLDERS OF BANYAN ACQUISITION CORPORATION:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “Special Meeting”) of Banyan Acquisition Corporation, a Delaware corporation (“Banyan”), will be held at             [a.m./p.m.], Eastern Time, on          , 2023. We are planning for the Special Meeting to be held virtually over the internet. You are cordially invited to attend the Special Meeting online by visiting https://www.cstproxy.com/          and using a control number assigned by Continental Stock Transfer & Trust Company. To register and receive access to the Special Meeting, registered stockholders and beneficial holders of Banyan stock (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the accompanying proxy statement.

At the Special Meeting, you will be asked to consider and vote on the following proposals:

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Each of the Condition Precedent Proposals is conditioned on the approval and adoption of each of the other Condition Precedent Proposals, and the Business Combination will be consummated only if each of the Condition Precedent Proposals is approved by the requisite Banyan stockholders. If the Business Combination Proposal is not approved, the other proposals (except the Adjournment Proposal) will not be presented to the Banyan stockholders for a vote. The Adjournment Proposal is not conditioned on the approval of any other proposal. Each of these proposals is more fully described in the accompanying joint proxy statement/consent solicitation statement/prospectus, which each Banyan stockholder is encouraged to read carefully and in its entirety.

The above matters are more fully described in the accompanying joint proxy statement/consent solicitation statement/prospectus, which also includes, as Annex A, a copy of the Business Combination Agreement. We urge you to read carefully the accompanying joint proxy statement/consent solicitation statement/prospectus in its entirety, including the Annexes and accompanying financial statements.

The board of directors of Banyan (the “Banyan Board”) has determined that each of the Condition Precedent Proposals is advisable and in the best interests of Banyan and its stockholders. The Banyan Board approved the Business Combination Agreement and the transactions contemplated thereby and recommends that Banyan’s stockholders vote “FOR” the Business Combination Proposal, “FOR” the Charter Amendment Proposal, “FOR” the Governance Proposals, “FOR” the Listing Proposal, “FOR” the Equity Incentive Plan Proposal, “FOR” the ESPP Proposal, and “FOR” the Adjournment Proposal (if necessary). Each such proposal is described in the accompanying joint proxy statement/consent solicitation statement/prospectus.

Banyan’s directors and officers may have financial interests in the Business Combination that are different from, or in addition to, their interests as stockholders of Banyan and the interests of stockholders of Banyan generally. The existence of financial and personal interests of Banyan’s directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of Banyan and its stockholders and what may be best for a director’s personal interests when determining to recommend that Banyan’s stockholders vote for the aforementioned proposals. See the sections in the accompanying joint proxy statement/consent solicitation statement/prospectus entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” and “Beneficial Ownership of Securities.”

Subject to the terms and provisions of the Business Combination Agreement, Banyan reserves the right at any time to cancel the Special Meeting and not to submit to its stockholders any of the aforementioned proposals. In the event the Special Meeting is canceled, Banyan will liquidate and dissolve in accordance with its certificate of incorporation. In addition, subject to the terms and provisions of the Business Combination Agreement, Banyan reserves the right to postpone or adjourn the Special Meeting on one or more occasions to a later date.

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The record date for the Special Meeting is         , 2023 (the “Record Date”). Only holders of record of shares of Banyan Class A Common Stock and shares of Banyan Class B Common Stock at the close of business on the Record Date are entitled to notice of and to vote and have their respective votes counted at the Special Meeting and any adjournments or postponements of the Special Meeting. A complete list of Banyan’s stockholders of record entitled to vote at the Special Meeting will be available for 10 days before the Special Meeting at Banyan’s principal executive offices for inspection by Banyan’s stockholders during ordinary business hours for any purpose related to the Special Meeting and electronically during the Special Meeting at https://www.cstproxy.com/        .

Our Banyan Class A Common Stock and warrants are currently listed on the New York Stock Exchange (the “NYSE”) under the symbols “BYN” and “BYN WS,” respectively. Certain of our shares of Banyan Class A Common Stock and warrants currently trade as units consisting of one share of Banyan Class A Common Stock and one-half of one redeemable warrant, and are listed on the NYSE under the symbol “BYN.U.” These units will automatically separate into their component securities upon consummation of the Business Combination and, as a result, will no longer trade as an independent security. Upon the Closing, we intend to change our name from “Banyan Acquisition Corporation” to “Pinstripes Holdings, Inc.” New Pinstripes will apply to list, to be effective at the time of the closing of the Business Combination, its common stock and warrants on the NYSE (or Nasdaq Stock Market LLC) under the symbols “PNST” and “PNST WS,” respectively.

Pursuant to Banyan’s certificate of incorporation, a holder of Banyan Class A Common Stock (such holder, a “Public Stockholder”) may request that Banyan redeem all or a portion of such Banyan Class A Common Stock for cash if the Business Combination is consummated. These redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Banyan’s transfer agent in order to validly redeem its shares. Public Stockholders may elect to redeem their respective shares of Banyan Class A Common Stock whether they vote “For” or “Against” the Business Combination Proposal or abstain from voting. If the Business Combination is not consummated, the shares of Banyan Class A Common Stock will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a Public Stockholder properly exercises its right to redeem all or a portion of the Banyan Class A Common Stock that it holds and timely tenders or delivers its shares to Banyan’s transfer agent, Banyan will redeem such Banyan Class A Common Stock for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of Banyan’s initial public offering, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in such trust account (net of taxes payable).

For illustrative purposes, as of          , 2023, the most recent practicable date prior to the date of the accompanying joint proxy statement/consent solicitation statement/prospectus, the redemption price per share would have amounted to approximately $        , based on the aggregate amount on deposit in the aforementioned trust account of approximately $        as of       , 2023 (including interest earned on the funds held in such trust account and not previously released to Banyan to pay its taxes), divided by the total number of then-outstanding Public Shares (as defined in the accompanying joint proxy statement/consent solicitation statement/prospectus). If a Public Stockholder exercises its redemption rights in full, then it will be electing to exchange its Banyan Class A Common Stock for cash and will no longer own Banyan Class A Common Stock. See “Special Meeting of Banyan Stockholders—Redemption Rights” in the accompanying joint proxy statement/consent solicitation statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Banyan Class A Common Stock for cash. A Public Stockholder must complete the procedures for electing to redeem its Banyan Class A Common Stock in the manner described in the accompanying joint proxy statement/consent solicitation statement/prospectus prior to 5:00 p.m., Eastern Time, on        , 2023 (two business days before the initially scheduled date of the Special Meeting) in order for its shares to be redeemed.

Notwithstanding the foregoing, a Public Stockholder, together with any such stockholder’s affiliates or any other person or entity with whom such stockholder is acting in concert or as a “group” (as defined in Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the Banyan Class A Common Stock sold in Banyan’s initial public offering.

Approval of the Charter Amendment Proposal requires the affirmative vote of the holders of 65% of the then outstanding shares of Banyan Common Stock, voting together as a single class, at a meeting at which a quorum is present. Approval of the Business Combination Proposal, the Governance Proposals (each which is a non-binding, advisory vote), the Listing Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal require the affirmative vote of a majority of the votes cast by holders of shares of the issued and outstanding Banyan Common Stock, voting together as a single class, at a meeting at which a quorum is present.

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Concurrently with the execution of the Business Combination Agreement, Banyan Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), George Courtot, Bruce Lubin, Otis Carter, Kimberley Annette Rimsza, Matt Jaffee and Brett Biggs (together with the Sponsor, the “Sponsor Holders) entered into a Sponsor Letter Agreement (the “Sponsor Letter Agreement”), pursuant to which, among other things, the Sponsor Holders have agreed, (i) for no additional consideration, to waive their respective redemption rights in connection with the consummation of the Business Combination with respect to any shares of the Banyan Class A Common Stock and Banyan Class B Common Stock they may hold, (ii) to subject two-thirds of the Banyan Class B Common Stock (or Banyan Class A Common Stock, if converted) held by the Sponsor Holders to certain vesting conditions and forfeiture and (iii) to vote any shares of Banyan Common Stock held by them in favor of the Business Combination Proposal and the other proposals to be considered at the Special Meeting. Currently, the Sponsor Holders hold 64.4% of the issued and outstanding shares of Banyan Common Stock. For additional information regarding the Sponsor Letter Agreement, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Sponsor Letter Agreement” in the accompanying joint proxy statement/consent solicitation statement/prospectus.

The Business Combination Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying joint proxy statement/consent solicitation statement/prospectus. There can be no assurance that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement.

If Banyan does not consummate the Business Combination and fails to complete an initial business combination by December 24, 2023 (as such date may be extended by approval of the Banyan stockholders), Banyan will be required to dissolve and liquidate its trust account by returning the then-remaining funds in such account to the Public Stockholders. The joint proxy statement/consent solicitation statement/prospectus accompanying this notice describes the Business Combination Agreement and the transactions contemplated thereby, as well as the proposals to be considered at the Special Meeting. Please review the accompanying joint proxy statement/consent solicitation statement/prospectus carefully.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF BANYAN COMMON STOCK YOU OWN. Whether or not you plan to attend the Special Meeting, please complete, sign, date and mail the enclosed proxy card in the postage-paid envelope provided at your earliest convenience. You may also submit a proxy via the internet by following the instructions printed on your proxy card. If you hold your shares through a broker, bank or other nominee, you should direct the vote of your shares in accordance with the voting instruction form received from your broker, bank or other nominee.

If you have any questions or need assistance with voting, please contact Banyan’s proxy solicitor, Morrow Sodali LLC, by calling (800) 662-5200 (toll-free), or banks and brokers can call (203) 658-9400, or by emailing .info@investor.morrowsodali.com.

If you plan to attend the Special Meeting and are a beneficial holder of Banyan Common Stock who owns your shares of Banyan Common Stock through a bank or broker, you will need to contact Continental Stock Transfer & Trust Company to receive a control number. Please read carefully the sections in the accompanying joint proxy statement/consent solicitation statement/prospectus regarding attending and voting at the Special Meeting to ensure that you comply with these requirements.

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NOTICE OF SOLICITATION OF WRITTEN CONSENT

To the Stockholders of Pinstripes, Inc.:

On June 22, 2023, Banyan Acquisition Corporation, a Delaware Corporation (“Banyan”), and Panther Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Banyan (“Merger Sub”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”) with Pinstripes, Inc., a Delaware corporation (“Pinstripes”). If the transactions contemplated by the Business Combination Agreement are completed, Merger Sub will merge with and into Pinstripes, with Pinstripes surviving such merger as a wholly-owned subsidiary of Banyan (the “Business Combination”). Upon consummation of the Business Combination and the other transactions contemplated by the Business Combination Agreement, the holders of Pinstripes common stock, preferred stock, options, warrants and other convertible securities (collectively, the “Pinstripes equityholders”) will become equityholders of Banyan, which will change its name to “Pinstripes Holdings, Inc.” in connection with the Business Combination. We refer to Banyan after the consummation of the Business Combination as “New Pinstripes.”

The accompanying joint proxy statement/consent solicitation statement/prospectus is being delivered to you on behalf of Pinstripes’ board of directors (the “Pinstripes Board”) to request that Pinstripes’ stockholders as of the record date of          , 2023 execute and return written consents to adopt the Business Combination Agreement and approve the Business Combination. Under the Business Combination Agreement, Pinstripes must provide to Banyan a written consent of Pinstripes’ stockholders evidencing the affirmative vote of the holders of a majority of the outstanding Pinstripes common stock and Pinstripes preferred stock, voting together as a single class on an as-converted basis, to adopt the Business Combination Agreement and approve the Business Combination within three (3) business days of the registration statement containing the accompanying joint proxy statement/consent solicitation statement/prospectus being declared effective under the Securities Act of 1933, as amended.

The accompanying joint proxy statement/consent solicitation statement/prospectus describes the proposed Business Combination and the actions to be taken in connection with the Business Combination, provides additional information about the parties involved, and describes the risks, in the section entitled “Risk Factors,” related to the parties, the proposed Business Combination and other matters. Please give all of this information your careful attention. A copy of the Business Combination Agreement is attached as Annex A to the accompanying joint proxy statement/consent solicitation statement/prospectus.

A summary of the appraisal rights that may be available to you is described in the accompanying joint proxy statement/consent solicitation statement/prospectus in the section entitled “Solicitation of Consents from Pinstripes Stockholders—Appraisal Rights of Pinstripes Stockholders.” To exercise such rights, you must take all other steps necessary to perfect your appraisal rights, as described in the aforementioned section of the accompanying joint proxy statement/consent solicitation statement/prospectus. Please note that if you wish to exercise appraisal rights, you must not sign and return a written consent adopting the Business Combination Agreement. However, so long as you do not return a consent form at all, it is not necessary to affirmatively vote against or disapprove the Business Combination to preserve your ability to exercise appraisal rights. The closing of the Business Combination Agreement is subject to, among other things, holders of not more than ten percent (10%) of the collective outstanding Pinstripes common stock and Pinstripes preferred stock exercising their appraisal rights.

The Pinstripes Board has considered the Business Combination and the terms of the Business Combination Agreement and has determined unanimously that the Business Combination and the Business Combination Agreement are advisable, fair to and in the best interests of Pinstripes and Pinstripes’ stockholders and recommends that Pinstripes’ stockholders adopt the Business Combination Agreement and approve the Business Combination by submitting a written consent. As described in the section entitled “Proposal No. 1—The Business Combination Proposal—Related Agreements—Security Holder Support Agreement” of the accompanying joint proxy statement/consent solicitation statement/prospectus, certain stockholders of Pinstripes, whose ownership interests collectively represent over 50% of the outstanding shares of Pinstripes common stock and Pinstripes preferred stock, and as such are sufficient to approve the Business Combination on behalf of Pinstripes, are parties to a Security Holder Support Agreement with Banyan, whereby such stockholders agreed to vote all of their shares of Pinstripes common stock and Pinstripes preferred stock in favor of approving the Business Combination and the other proposed transactions contemplated by the Business Combination Agreement and have waived their appraisal rights with respect to such matters. Accordingly, if you are party to the Security Holder Support Agreement, you are obligated to execute and return the written consent furnished with the accompanying joint proxy statement/consent solicitation statement/prospectus within three (3) business days of            , and the approval by the Pinstripes stockholders is effectively assured.

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Please complete, date and sign the written consent furnished with the accompanying joint proxy statement/consent solicitation statement/prospectus and return it promptly to Pinstripes by one of the means described in the section entitled “Solicitation of Consents from Pinstripes Stockholders.”

If you have any questions concerning the Business Combination Agreement, the Business Combination, the consent solicitation or the accompanying joint proxy statement/consent solicitation statement/prospectus, or if you have any questions about how to deliver your written consent, please email              or contact Pinstripes, Inc. at 1150 Willow Road, Northbrook, IL 60062, Attention: Chief Executive Officer.

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ABOUT THIS JOINT PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS

This document, which forms part of a registration statement (the “Registration Statement”) on Form S-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by Banyan (File No. 333-            ), constitutes a prospectus of Banyan under Section 5 of the U.S. Securities Act of 1933, as amended, with respect to certain securities of Banyan to be issued in connection with the Business Combination described below. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended, for the Special Meeting to be held in connection with the Business Combination and at which Banyan stockholders will be asked to consider and vote upon a proposal to adopt the Business Combination Agreement and approve the Business Combination, among other matters. This document also constitutes a consent solicitation statement that Pinstripes is providing to the holders of Pinstripes Common Stock and Pinstripes Preferred Stock to solicit, among other things, the required written consent to adopt and approve in all respects the Business Combination Agreement and the transactions contemplated thereby. All share and per share information in this joint proxy statement/consent solicitation statement/prospectus, including the number of Public Shares required to approve the proposals to be voted on, give effect to the Extension Amendment Redemptions (as defined below). See “Summary of the Joint proxy statement/consent solicitation statement/prospectus—The Special Meeting—Quorum and Vote of Banyan Stockholders” and “Information About Banyan—Extension of Time to Complete a Business Combination.”

ADDITIONAL INFORMATION

You may request copies of this joint proxy statement/consent solicitation statement/prospectus and any other publicly available information concerning Banyan, without charge, by written request to Banyan Acquisition Corporation, 400 Skokie Blvd., Suite 820, Northbrook, Illinois 60062, or by telephone request at (847) 757-3812; or Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200 (toll free), or banks and brokers can call (203) 658-9400, or by emailing            .info@investor.morrowsodali.com, or from the SEC through the SEC website at http://www.sec.gov.

In order for a Banyan stockholder to receive timely delivery of the applicable documents in advance of the Special Meeting to be held on        , 2023, such stockholder must request the information no later than five business days prior to the date of the Special Meeting, by          , 2023.

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CERTAIN DEFINED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and “Banyan” refer to Banyan Acquisition Corporation. The terms “New Pinstripes,” “combined company” and
“post-Business Combination company” refer to New Pinstripes and its subsidiaries following the consummation of the Business Combination. The term “Pinstripes” refers to Pinstripes, Inc., together with its subsidiaries, prior to the Business Combination.

“2023 EIP Plan” means the Equity Incentive Plan, dated           , 2023, a copy of which is attached to this joint proxy statement/consent solicitation statement/prospectus as Annex D. For additional information, see “Proposal No. 5—The Equity Incentive Plan Proposal” section of this joint proxy statement/consent solicitation statement/prospectus.

“A&R Registration Rights Agreement” means the Amended and Restated Registration Rights Agreement to be entered into by and among New Pinstripes, the Sponsor Holder, and certain New Pinstripes equityholders at Closing.

“Adjournment Proposal” means the proposal to be considered at the Special Meeting to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if it is determined by Banyan that more time is necessary or appropriate to approve one or more proposals at the Special Meeting.

“AMR Report” means the U.S. Corporate Event Market by Event Type (Conference/Seminar, Trade Shows/Exhibitions, Incentive Programs, Company Meetings, and Others), and Industry (Banking and Financial Sector, Information Technology, Real Estate and Infrastructure, Automotive, Insurance, and Others): Global Opportunity Analysis and Industry Forecast 2021-2030 report prepared by Allied Market Research.

“Banyan” means Banyan Acquisition Corporation, a Delaware corporation, prior to the consummation of the Business Combination.

“Banyan Board” means Banyan’s board of directors.

“Banyan Class A Common Stock” means the Class A common stock, par value $0.0001 per share, of Banyan.

“Banyan Class B Common Stock” means the Class B common stock, par value $0.0001 per share, of Banyan.

“Banyan Common Stock” means, collectively, the Banyan Class A Common Stock and the Banyan Class B Common Stock.

“Banyan Parties” means Banyan and Merger Sub.

“Banyan Private Placement Warrants” means the warrants issued to the Sponsor and the IPO Underwriters in a private placement simultaneously with the closing of the IPO.

“Banyan Public Warrants” means the warrants sold as part of the units in the IPO (whether they were purchased in the IPO or thereafter in the open market).

“Banyan Stockholder Matters” means (a) the adoption and approval of the Business Combination Proposal, (b) the adoption and approval of the Charter Amendment Proposal, (c) the adoption and approval of the Governance Proposals, (d) the adoption and approval of the Listing Proposal, (e) the adoption and approval of the Equity Incentive Plan Proposal, (f) the adoption and approval of the ESPP Proposal, and (g) the adoption and approval of the Adjournment Proposal.

“Brookfield” means Norwalk Land Development, LLC and its affiliates.

“Business Combination” means the transactions contemplated by the Business Combination Agreement, including the Merger.

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“Business Combination Agreement” means the Business Combination Agreement, dated as of June 22, 2023, by and among Banyan, Merger Sub and Pinstripes, as it may be amended and supplemented from time to time in accordance with its terms. A copy of the Business Combination Agreement is attached to this joint proxy statement/consent solicitation statement/prospectus as Annex A.

“Business Combination Proposal” means the proposal to be considered at the Special Meeting to approve the Business Combination.

“Cash-on-Cash Returns” means, in connection with any new Pinstripes location, such location’s Venue-Level Contribution divided by its Net Buildout Costs.

“Charter Amendment Proposal” means the proposal to approve and adopt the Proposed Charter, in the form attached to this joint proxy statement/consent solicitation statement/prospectus as Annex B, which will amend and restate the Existing Charter in its entirety and be effective when duly filed with the Secretary of State of the State of Delaware in connection with the Closing.

“Closing” means the closing of the Business Combination.

“Closing Date” means the date on which the Closing occurs.

“Code” means the Internal Revenue Code of 1986, as amended.

“Cohen Warrant” means that certain Warrant to Purchase Shares of Common Stock (No. 12), exercisable into up to 50,000 shares of Pinstripes Common Stock, issued to Cindy Cohen in December 2017, as amended.

“Condition Precedent Proposals” collectively refers to the Business Combination Proposal, the Charter Amendment Proposal, the Equity Incentive Plan Proposal and the Listing Proposal.

“Continental” mean Continental Stock Transfer & Trust Company.

“Converted Banyan Class A Common Stock” means the 2,000,000 shares of Banyan Class A Common Stock that were converted from Banyan Class B Common Stock.

“DGCL” means the Delaware General Corporation Law, as amended.

“Director Designation Agreement” means the director designation agreement that will be entered into upon Closing, by and between New Pinstripes and Dale Schwartz.

“DLLCA” means the Delaware Limited Liability Company Act, as amended.

“DTC” means The Depository Trust Company.

“DWAC” means The Depository Trust Company’s deposit/withdrawal at custodian system.

“Effective Time” means the effective time of the Merger.

“Equity Incentive Plan Proposal” means the proposal to consider and vote upon the 2023 EIP Plan, a copy of which is attached to the joint proxy statement/consent solicitation statement/prospectus as Annex D.

“ESPP” means the 2023 Employee Stock Purchase Plan, a copy of which is attached to the joint proxy statement/consent solicitation statement/prospectus as Annex E.

“ESPP Proposal” means the proposal to consider and vote upon the ESPP, a copy of which is attached to the joint proxy statement/consent solicitation statement/prospectus as Annex E.

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“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Existing Charter” means Banyan’s amended and restated certificate of incorporation, as amended, in effect prior to the Closing.

“Extension Amendment” means the amendment to the amended and restated certificate of incorporation of Banyan as proposed in the Extension Amendment Proposal that was approved at the Extension Meeting.

“Extension Amendment Proposal” means the proposal presented at the Extension Meeting to amend the amended and restated certificate of incorporation of Banyan to (i) allow Banyan the option to extend the date by which it must complete its initial business combination from April 24, 2023 to December 24, 2023 and (ii) allow each holder of shares of Banyan Class B Common Stock to elect to convert such shares into shares of Banyan Class A Common Stock prior to the Closing.

“Extension Amendment Redemptions” means the redemption by Banyan stockholders of 20,151,313 shares of Banyan Class A Common Stock in connection with the approval and implementation of the Extension Amendment Proposal.

“Extension Meeting” means the special meeting of Banyan stockholders held on April 21, 2023 to consider, among other things, the Extension Amendment Proposal.

“Founder Shares” means Converted Banyan Class A Common Stock and the Banyan Class B Common Stock.

“Full-Service Restaurants: Global Strategic Business Report” means the Global Full-Service Restaurants market trends (2022-2030) report prepared by Global Industry Analysts Inc.

“GAAP” means U.S. generally accepted accounting principles.

“Governance Proposals” means the proposals to approve, on a non-binding advisory basis, certain governance provisions in the Proposed Charter, presented separately in accordance with SEC requirements.

“Governmental Authority” means any federal, state, provincial, municipal, local or foreign government, governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court, arbitral body (public or private) or tribunal.

“Granite Creek Warrant” means that certain Warrant No. 27, exercisable into up to 111,619 shares of Pinstripes Common Stock, issued to Granite Creek FlexCap III, L.P. on April 19, 2023.

“Gross Buildout Cost” means, in connection with any new Pinstripes location, the design and construction costs, plus the cost of furniture, fixtures and equipment, associated with the opening of such location.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and the rules and regulations promulgated thereunder.

“HBC US Holdings” means Hudson’s Bay Company and its affiliates.

“IAAPA Report” means the 2019 to 2023 Global Theme and Amusement Park Outlook Report prepared by the International Association of Amusement Parks Attractions.

“IBISWorld Weddings Report” means the Wedding Services in the US industry trends (2018 - 2023) report prepared by IBISWorld.

“Insiders” means the directors and officers of Banyan.

“IPO” means Banyan’s initial public offering of its units, common stock and warrants pursuant to registration statements on Form S-1 declared effective by the SEC on January 19, 2022 (SEC File Nos. 333-258599 and 333-262248).

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“IPO Underwriters” means BTIG, LLC and I-Bankers Securities, Inc.

“Leon Warrant” means that certain Warrant to Purchase Shares of Common Stock (No. 13), exercisable into up to 10,000 shares of Pinstripes Common Stock, issued to Larry Leon in December 2018, as amended.

“Letter Agreement” means the letter agreement, dated January 19, 2022, by and among Banyan, the Sponsor and other parties thereto.

“Listing Proposal” means the proposal to be considered at the Special Meeting to approve the listing of the New Pinstripes Common Stock on the NYSE (or Nasdaq).

“Lockup Agreement” means the lockup agreement, dated June 22, 2023, and entered into concurrently with the execution and delivery of the Business Combination Agreement, by and among Banyan, Pinstripes and certain security holders of Pinstripes.

“Macerich” means Macerich HHF Broadway Plaza LLC and its affiliates.

“Merger” means the merger of Merger Sub with and into Pinstripes, with Pinstripes being the surviving entity and continuing as a direct, wholly owned subsidiary of New Pinstripes.

“Merger Sub” means Panther Merger Sub Inc., a Delaware corporation and direct, wholly-owned subsidiary of Banyan.

“Middleton Partners” means, collectively, Middleton Pinstripes Investor LLC, a Delaware limited liability company, and Middleton Pinstripes Investor SBS LLC, a Delaware limited liability company.

“Minimum Cash Amount” means $75,000,000.

“Nasdaq” means the Nasdaq Stock Market LLC.

“Net Buildout Cost” means, in connection with the opening of any new Pinstripes location, the Gross Buildout Costs for such location, less any tenant improvement allowances and equipment financing that offset such Gross Buildout Costs.

“New Pinstripes” refers to the combined company immediately following the Closing that shall be renamed upon the Closing.

“New Pinstripes Board” means the board of directors of the combined company subsequent to the completion of the Business Combination.

“New Pinstripes Common Stock” means New Pinstripes’ common stock, par value $0.0001 per share.

“New Pinstripes Private Placement Warrants” means warrants representing the right to purchase shares of New Pinstripes Common Stock following the Closing on the same contractual terms and conditions as the Banyan Private Placement Warrants.

“New Pinstripes Public Warrants” means the warrants representing the right to purchase shares of New Pinstripes Common Stock following the Closing on the same contractual terms and conditions as the Banyan Public Warrants.

“New Pinstripes Warrants” means the New Pinstripes Private Placement Warrants and the New Pinstripes Public Warrants.

“Non-Redemption Agreements” means the non-redemption agreements entered into by the Sponsor in connection with the Extension Meeting, pursuant to which the Sponsor will transfer 1,018,750 shares of Banyan Class B Common Stock to certain investors in Banyan in exchange for such investors agreeing not to redeem their respective shares of Banyan Class A Common Stock in connection with the Extension Meeting.

“NYSE” means the New York Stock Exchange.

“O’Connor/LaSalle” means LaSalle Investment Management and its affiliates.

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“Payback Period” means, as to any new Pinstripes location, the number of years that it takes the Venue-Level Contribution of such location to equal or exceed the Net Buildout Costs for such location.

“Person” means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, Governmental Authority or other entity of any kind.

“Pinstripes” means Pinstripes, Inc., a Delaware corporation.

“Pinstripes Board” means Pinstripes’ board of directors.

“Pinstripes Charter” means Pinstripes’ Third Amended and Restated Certificate of Incorporation, as amended by that certain Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of Pinstripes, together with (a) that certain Certificate of Designations of the Series F Convertible Preferred Stock of Pinstripes, filed with the Secretary of State of the State of Delaware as of September 13, 2018, (i) as amended by that certain Certificate of Amendment, filed with the Secretary of State of the State of Delaware as of September 23, 2019, (ii) as further amended by that certain Second Certificate of Amendment, filed with the Secretary of State of the State of Delaware as of January 28, 2020, and (iii) as further amended by that certain Third Certificate of Amendment, filed with the Secretary of State of the State of Delaware as of June 21, 2023; (b) that certain Certificate of Designations of the Series G Convertible Preferred Stock of Pinstripes, filed with the Secretary of State of the State of Delaware as of April 23, 2021, (i) as amended by that certain Certificate of Amendment, filed with the Secretary of State of the State of Delaware as of August 18, 2021, and (ii) as further amended by that certain Second Certificate of Amendment, filed with the Secretary of State of the State of Delaware as of June 21, 2023; (c) that certain Certificate of Designations of the Series H Convertible Preferred Stock of Pinstripes, filed with the Secretary of State of the State of Delaware as of August 18, 2021, as amended by that certain Certificate of Amendment, filed with the Secretary of State of the State of Delaware as of June 21, 2023; and (d) that certain Certificate of Designations of the Series I Convertible Preferred Stock of Pinstripes, filed with the Secretary of State of the State of Delaware as of June 21, 2023, in each case, as the same may be amended and/or restated from time to time, and Pinstripes’ Amended and Restated Bylaws, as amended and in effect on the date hereof.

“Pinstripes Common Stock” means the Common Stock, par value $0.01 per share, of Pinstripes.

“Pinstripes Convertible Notes” means (a) the Convertible Note, dated June 4, 2021, by and between Pinstripes and Fashion Square Eco LP (as amended), and (b) the Convertible Note, dated June 4, 2021, by and between Pinstripes and URW US Services, Inc. (as amended).

“Pinstripes Group” means each of Pinstripes and its direct and indirect Subsidiaries.

“Pinstripes Option” means each option to purchase Pinstripes Common Stock.

“Pinstripes Party” means any member of the Pinstripes Group.

“Pinstripes Preferred Stock” means, collectively, shares of preferred stock, par value $0.01 per share, of Pinstripes designated as “Series A Preferred Stock,” “Series B Preferred Stock,” “Series C Preferred Stock,” “Series D-1 Preferred Stock,” “Series D-2 Preferred Stock,” “Series E Preferred Stock,” “Series F Convertible Preferred Stock,” “Series G Convertible Preferred Stock,” “Series H Convertible Preferred Stock” and “Series I Convertible Preferred Stock” authorized pursuant to the Pinstripes Charter.

“Pinstripes Stock” means, collectively, the Pinstripes Common Stock and Pinstripes Preferred Stock.

“Pinstripes Warrants” means any warrants to acquire equity securities of Pinstripes, including (a) the Silverview Warrants, (b) the Granite Creek Warrant, (c) the Cohen Warrant and (d) the Leon Warrant.

“PIPE Investors” means the investors in the PIPE Financing.

“PIPE Financing” means the proposed equity financing for up to $53,733,800 of gross proceeds to be consummated by Banyan at the Closing.

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“Proposed Bylaws” mean the proposed amended and restated bylaws of New Pinstripes to be in effect following the Business Combination, a form of which is attached hereto as Annex C.

“Proposed Charter” means the proposed amended and restated certificate of incorporation of New Pinstripes in the form attached hereto as Annex B.

“Proxy Solicitor” means Morrow Sodali LLC.

“Public Shares” means Banyan Class A Common Stock sold in the IPO (whether they were purchased in the IPO or thereafter in the open market).

“Public Stockholders” means the holders of shares of Banyan Class A Common Stock that were sold in the IPO (whether they were purchased in the IPO or thereafter in the open market).

“PWC Report” means the Global Entertainment & Media Outlook: 2019 - 2023 prepared by Pricewaterhouse Coopers.

“Record Date” means        , 2023.

“Redemption” means the redemption of Public Shares for the Redemption Price.

“Redemption Deadline” means 5:00 p.m., Eastern Time, on           , 2023 (two business days before the initially scheduled date of the Special Meeting).

“Redemption Price” means the per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (net of taxes payable), divided by the number of then-outstanding Public Shares.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Security Holder Support Agreement” means the security holder support agreement, dated June 22, 2023, and entered into concurrently with the execution and delivery of the Business Combination Agreement, by and among Banyan, Pinstripes and certain security holders of Pinstripes.

“Series I Amount” means the $21,266,200 investment from Middleton Partners in Pinstripes, Inc.

“Series I Financing” means the approximately $21,266,200 investment from Middleton Partners in Pinstripes, Inc. in exchange for an aggregate number of 850,648 shares of Pinstripes’ Series I Convertible Preferred Stock.

“Silverview Warrants” means, collectively, that certain (a) Warrant No. 25, exercisable into up to 258,303 shares of Pinstripes Common Stock, issued to Silverview Special Situations Lending Corporate Warrants LP on March 7, 2023, and (b) Warrant No. 26, exercisable into up to 8,697 shares of Pinstripes Common Stock, issued to Spearhead Insurance Solutions IDF, LLC – Series SCL on March 7, 2023.

“Simon Property Group” means Simon Property Group, L.P.

“Special Meeting” refers to the special meeting of Banyan stockholders where holders of Banyan Common Stock will be asked to consider and vote upon the Business Combination Proposal, among other proposals, and to approve the Business Combination and adopt the Business Combination Agreement.

“Sponsor” means Banyan Acquisition Sponsor LLC, a Delaware limited liability company.

“Sponsor Group” means the Sponsor Holders and the Insiders.

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“Sponsor Holders” means, collectively, the Sponsor, George Courtot, Bruce Lubin, Otis Carter, Kimberley Annette Rimsza, Matt Jaffee and Brett Biggs.

“Sponsor Letter Agreement” means the letter agreement, dated June 22, 2023, and entered into concurrently with the execution and delivery of the Business Combination Agreement, by and among Banyan, Pinstripes and the Sponsor Holders.

“Subsidiary” means, with respect to a Person, any corporation or other organization (including a limited liability company or a partnership), whether incorporated or unincorporated, of which such Person directly or indirectly owns or controls a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization or any organization of which such Person or any of its direct or indirect subsidiaries is, directly or indirectly, a general partner or managing member.

“Transaction” means the transactions contemplated by the Business Combination Agreement.

“Transaction Agreements” means the Business Combination Agreement, the Sponsor Letter Agreement, the Security Holder Support Agreement, the Lockup Agreement, the Director Designation Agreement, the A&R Registration Rights Agreement, the Proposed Charter, the Proposed Bylaws and all the agreements, documents, instruments and certificates entered into in connection therewith and any and all exhibits and schedules thereto.

“Transfer Agent” means Continental Stock Transfer & Trust Company.

“Trust Account” means the trust account established at the consummation of the IPO that holds the proceeds of the IPO and is maintained by Continental Stock Transfer & Trust Company, acting as trustee.

“Trust Agreement” means that certain Investment Management Trust Agreement, dated as of January 19, 2022, by and between Banyan and Continental Stock Transfer & Trust Company, as amended by that certain Amendment to the Investment Management Trust Agreement, dated as of April 23, 2023.

“Trustee” means Continental Stock Transfer & Trust Company, acting as trustee of the Trust Account.

“Underwriters” means the underwriters of the IPO.

“Units” means the units each consisting of one share of Banyan Class A Common Stock and one-half of one Banyan Public Warrant.

“Unvested Shares” means those shares held by the Sponsor Holders that, pursuant to the Sponsor Letter Agreement, are subject to certain vesting conditions and such conditions have not yet been satisfied.

“U.S. Treasury Bills” means short-term U.S. government-backed securities with a maturity of less than one year.

“Venue-Level Contribution” means, for any of Pinstripes locations for any fiscal year, the revenue less direct expenses attributable to such location in such fiscal year.

“Venue-Level Contribution Margin” means, for any of Pinstripes’ locations, for any fiscal year, such location’s Venue-Level Contribution, divided by the revenue in such fiscal year.

“Vesting Shares” means two-thirds of the shares of Banyan Class B Common Stock (or Banyan Class A Common Stock, if converted) held by the Sponsor Holders (excluding 1,018,750 shares of Banyan Class B Common Stock that will be transferred at Closing by the Sponsor pursuant to the Non-Redemption Agreements and up to 2,000,000 shares of Banyan Class B Common Stock that may be transferred by the Sponsor to investors in the Series I Financing and the PIPE Financing).

“Warrant Agreement” means the Warrant Agreement, dated January 19, 2022, by and between Banyan and Continental Stock Transfer & Trust Company, as warrant agent.

“Westfield” means Westland Garden State Plaza Limited Partnership and Westfield Topanga Owner LLC and their affiliates.

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TRADEMARKS

This proxy statement includes the trademark of Pinstripes such as “Pinstripes,” which are protected under applicable intellectual property laws and are the property of Pinstripes or its subsidiaries. This joint proxy statement/consent solicitation statement/prospectus also contains trademarks, service marks, trade names and copyrights of other entities, which are the property of their respective owners. Solely for convenience, trademarks and trade names referred to in this joint proxy statement/consent solicitation statement/prospectus may appear without the ^® or ^TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks and trade names. Banyan does not intend its use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of it by, any other companies.

MARKET AND INDUSTRY INFORMATION

This joint proxy statement/consent solicitation statement/prospectus includes market and industry data and forecasts that Banyan has derived from publicly available information, various industry publications, other published industry sources, Banyan’s internal data and estimates and assumptions made by Pinstripes’ based on such sources. Industry publications and other published industry sources generally indicate that the information contained therein was obtained from sources believed to be reliable.

Although Banyan believes that these third-party sources are reliable, neither Banyan nor Pinstripes nor any of their affiliates or representatives guarantees the accuracy or completeness of this information, and neither Banyan nor Pinstripes nor any of their affiliates or representatives has independently verified this information. Some market data and statistical information are also based on Pinstripes’ good faith estimates, which are derived from Pinstripes management’s knowledge of its industry and such independent sources referred to above. Certain market, ranking and industry data included elsewhere in this joint proxy statement/consent solicitation statement/prospectus, including the size of Pinstripes’ total addressable market, are based on estimates of Pinstripes management. These estimates have been derived from Pinstripes management’s knowledge and experience in the markets in which it operates, as well as information obtained from surveys, reports by market research firms, Pinstripes’ customers, distributors, suppliers, trade and business organizations and other contacts in the markets in which Pinstripes operates and have not been verified by independent sources. References herein to Pinstripes being a leader in a market or product category refer to Pinstripes’ belief that it is a best-in-class experiential dining and entertainment brand, unless the context otherwise requires.

Pinstripes’ internal data and estimates are based upon information obtained from trade and business organizations and other contacts in the markets in which Pinstripes operates and Pinstripes management’s understanding of industry conditions. Although Pinstripes believes that such information is reliable, Pinstripes has not had this information verified by any independent sources. The estimates and market and industry information provided in this joint proxy statement/consent solicitation statement/prospectus are subject to change based on various factors, including those described in the section entitled “Risk Factors—Risks Related to Our Business and Operations” and elsewhere in this joint proxy statement/consent solicitation statement/prospectus.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this joint proxy statement/consent solicitation statement/prospectus and the documents incorporated by reference herein are “forward-looking statements” that reflect our current views with respect to future events and financial performance, business strategies, expectations for our business, and the timing and ability for us to complete the Business Combination and any other statements of a future or forward-looking nature, constitute “forward-looking statements” for the purposes of federal securities laws. These forward-looking statements include statements about the parties’ ability to close the Business Combination, the anticipated benefits of the Business Combination, the financial conditions, results of operations, earnings outlook and prospects of Banyan and Pinstripes and may include statements for the period following the consummation of the Business Combination. The information included in this joint proxy statement/consent solicitation statement/prospectus in relation to Pinstripes has been provided by Pinstripes and its management, and forward-looking statements include statements relating to Pinstripes’ management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. Forward-looking statements appear in a number of places in this joint proxy statement/consent solicitation statement/prospectus including, without limitation, in the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Banyan,” “Information About Banyan” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Pinstripes,” “Information About Pinstripes,” and “Proposal No. 1—The Business Combination Proposal—Certain Pinstripes Projected Financial Information.”

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. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this joint proxy statement/consent solicitation statement/prospectus may include, for example, statements about the benefits of the Business Combination and the future financial performance of New Pinstripes following the Business Combination. The forward-looking statements contained in this joint proxy statement/consent solicitation statement/prospectus are based on Banyan and Pinstripes’ current expectations and beliefs concerning future developments and their potential effects on Banyan and/or New Pinstripes. You should not place undue reliance on these forward-looking statements in deciding how to grant your proxy or instruct how your vote should be cast or vote your shares on the proposals set forth in this joint proxy statement/consent solicitation statement/prospectus. We cannot assure you that future developments affecting us and/or New Pinstripes will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond Banyan’s control or the control of Pinstripes) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of Banyan and/or Pinstripes’ assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Some factors that could cause actual results to differ include, but are not limited to:

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The foregoing list of factors is not exhaustive and additional factors may cause actual results to differ materially from current expectations. We caution you that the foregoing list may not contain all of the forward-looking statements made in this joint proxy statement/consent solicitation statement/prospectus. Should one or more of these risks or uncertainties materialize, or should any of the assumptions made by our management or Pinstripes prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. In addition, there may be additional risks that neither Banyan nor Pinstripes presently knows or that Banyan and Pinstripes currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.

All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this joint proxy statement/consent solicitation statement/prospectus and attributable to Banyan, Pinstripes or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this joint proxy statement/consent solicitation statement/prospectus. Neither Banyan nor Pinstripes give any assurance that Pinstripes, or New Pinstripes (if the Business Combination is consummated), will achieve its expectations. The reader is cautioned not to place undue reliance on these forward-looking statements, which only speak as of the date made, are not a guarantee of future performance and are subject to a number of uncertainties, risks, assumptions and other factors, many of which are outside the control of Banyan and Pinstripes. Except to the extent required by applicable law or regulation, Banyan and Pinstripes expressly disclaim any obligation and undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this joint proxy statement/consent solicitation statement/prospectus or to reflect the occurrence of unanticipated events. Before a stockholder grants its proxy or instructs how its votes should be cast or voted on the proposals set forth in this joint proxy statement/consent solicitation statement/prospectus, it should be aware that the occurrence of the events described in the section titled “Risk Factors” and elsewhere in this joint proxy statement/consent solicitation statement/prospectus may adversely affect Banyan, Pinstripes or New Pinstripes.

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SUMMARY OF THE JOINT PROXY STATEMENT/CONSENT SOLICITATION

STATEMENT/PROSPECTUS

This summary highlights selected information from this joint proxy statement/consent solicitation statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the Special Meeting, including the terms of the proposed Business Combination, you should read this document and the documents incorporated by reference herein, including the Annexes and accompanying financial statements of Banyan and Pinstripes, carefully and in their entirety. The Business Combination Agreement is the legal document that governs the Business Combination and the other transactions that will be undertaken in connection therewith. The Business Combination Agreement is attached hereto as Annex A and is also described in detail in this joint proxy statement/consent solicitation statement/prospectus in the section entitled “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement.” This joint proxy statement/consent solicitation statement/prospectus also includes forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.”

The Parties to the Business Combination

Banyan

Banyan is a blank check company incorporated as a Delaware corporation on March 10, 2021, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities.

Our Banyan Class A Common Stock and public warrants are currently listed on the NYSE under the symbols “BYN” and “BYN WS,” respectively. Certain of our shares of Banyan Class A Common Stock and warrants currently trade as units consisting of one share of Banyan Class A Common Stock and one-half of one redeemable warrant, and are listed on the NYSE under the symbol “BYN.U” Upon the Closing, the units will automatically separate into their component securities and, as a result, will no longer trade as an independent security. Upon the Closing, we intend to change our name from “Banyan Acquisition Corporation” to “Pinstripes Holdings, Inc.” and we currently intend to apply for listing, to be effective at the time of the Closing, of New Pinstripes Common Stock and New Pinstripes Warrants on the NYSE under the proposed symbols “PNST” and “PNST WS,” respectively. However, we may elect to instead apply to list the New Pinstripes Common Stock and the New Pinstripes Warrants on one of the three tiers of Nasdaq, which has listing standards and corporate governance and other requirements for listed companies that differ in some respects from those of the NYSE.

Banyan’s principal executive offices are located at 400 Skokie Blvd, Suite 820, Northbrook, Illinois 60062 and its phone number is (847) 757-3812.

Merger Sub

Merger Sub is a Delaware corporation and a direct, wholly-owned subsidiary of Banyan formed on June 16, 2023.

Merger Sub’s principal executive offices are located at 400 Skokie Blvd, Suite 820, Northbrook, Illinois 60062, and its phone number is (847) 757-3812.

Pinstripes

Pinstripes is a Delaware corporation that was originally incorporated on March 7, 2006.

Pinstripes’ principal executive offices are located at 1150 Willow Road, Northbrook, IL 60062, and its phone number is (847) 480-2323.

Summary of the Business Combination Agreement

On June 22, 2023, Banyan entered into the Business Combination Agreement with Merger Sub and Pinstripes. The Business Combination Agreement provides that, among other things and upon the terms and subject to the conditions thereof, (a) at the Closing, in accordance with the DGCL, Merger Sub will merge with and into Pinstripes, with Pinstripes as the surviving company in the Merger and, after giving effect to such Merger, continuing as a wholly owned subsidiary of Banyan and (b) Banyan will change its name to “Pinstripes Holdings, Inc.” For additional information regarding the Business Combination Agreement, you are encouraged to

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carefully read the Business Combination Agreement in its entirety, which is attached to this joint proxy statement/consent solicitation statement/prospectus as Annex A, and to review the sections of this joint proxy statement/consent solicitation statement/prospectus entitled “Proposal No. 1—The Business Combination Proposal — The Business Combination Agreement” and “Proposal No. 1—The Business Combination Proposal — General; Structure of the Business Combination.”

Consideration Received under the Business Combination Agreement

At or immediately prior to the Effective Time, among other things, (a) all outstanding shares of Pinstripes Preferred Stock, Pinstripes Warrants and Pinstripes Convertible Notes will be converted (or automatically exercised, as applicable) into shares of Pinstripes Common Stock; (b) (i) all outstanding shares of Pinstripes Common Stock (excluding any Pinstripes Common Stock as to which appraisal rights have been properly exercised in accordance with Delaware law, shares of Pinstripes Common Stock held by Pinstripes as treasury stock and shares of Pinstripes Common Stock issued in connection with the conversion of the Series I Convertible Preferred Stock of Pinstripes) will be cancelled in exchange for the right to receive, in the aggregate, a number of shares of New Pinstripes Common Stock determined on the basis of an exchange ratio derived from an implied equity value for Pinstripes of $429,000,000 (the “Exchange Ratio”) at the time of the Merger, and (ii) each outstanding share of Pinstripes Common Stock received upon conversion of the Series I Convertible Preferred Stock of Pinstripes will be automatically cancelled and converted, based on the Series I Exchange Ratio (as defined in the Business Combination Agreement), into the right to receive the number of New Pinstripes Common Stock set forth on an allocation schedule to be delivered by Pinstripes to Banyan at least three business days prior to the Closing; and (c) each option (whether vested or unvested) to purchase shares of Pinstripes Common Stock that is outstanding as of immediately prior to the Effective Time will be converted into an option to purchase a number of New Pinstripes Common Stock based on the Exchange Ratio. As of the date of this joint proxy statement/consent solicitation statement/prospectus, it is expected that, at the Effective Time, (i) each share of Pinstripes Common Stock (including as a result of the conversions described above, but excluding any dissenting shares and cancelled treasury stock and shares of Pinstripes Common Stock issued in connection with the conversion of the Series I Convertible Preferred Stock of Pinstripes) will be automatically cancelled and extinguished and converted into the right to receive shares of New Pinstripes Common Stock, determined in accordance with the Business Combination Agreement, at an exchange ratio of approximately 2.33 shares of New Pinstripes Common Stock for each share of Pinstripes Common Stock, and (ii) each outstanding share of Pinstripes Common Stock received upon conversion of the Series I Convertible Preferred Stock of Pinstripes will be automatically cancelled and extinguished and converted into the right to receive shares of New Pinstripes Common Stock determined in accordance with the Business Combination Agreement, based on an exchange ratio of 2.5 shares of New Pinstripes Common Stock for each share of Pinstripes Common Stock. For additional information regarding the consideration payable under the Business Combination Agreement, see the section entitled “Proposal No. 1—The Business Combination Proposal — Consideration to be Received in the Business Combination.”

Organizational Structure

Simplified Organizational Structure of Banyan before the Merger and Business Combination

The diagram below depicts a simplified version of Banyan’s current organizational structure:

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Simplified Organizational Structure of Pinstripes before the Merger and Business Combination

The diagram below depicts a simplified version of Pinstripes’ current organizational structure:

Simplified Organizational Structure of New Pinstripes after giving effect to the Merger and Business Combination

The diagram below depicts a simplified version of New Pinstripes’ organizational structure immediately following the completion of the Merger and the Business Combination, which is subject to change based on any Redemptions, the Series I Financing and/or any PIPE Financing (if any).

Equity Ownership Upon Closing

As of the date of this joint proxy statement/consent solicitation statement/prospectus, and following the Extension Amendment Redemptions, there are issued and outstanding (i) 11,243,687 shares of Banyan Common Stock, comprised of 5,998,687 shares of Banyan Class A Common Stock held by Public Stockholders and the Sponsor and 5,245,000 shares of Banyan Class B Common Stock held by the Sponsor Holders and (ii) 23,985,000 Banyan Warrants, comprised of 12,075,000 Banyan Public Warrants and

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11,910,000 Banyan Private Placement Warrants. Each whole warrant entitles the holder thereof to purchase one share of Banyan Class A Common Stock and, following the Closing, will entitle the holder thereof to purchase one share of New Pinstripes Common Stock. In connection with the Closing, each then-issued and outstanding share of Banyan Class A Common Stock and Banyan Class B Common Stock will convert into a share of New Pinstripes Common Stock on a one-for-one basis. In addition, as of        , 2023, the most recent practicable date prior to the date of this joint proxy statement/consent solicitation statement/prospectus, there is approximately $42 million in the Trust Account.

The following table summarizes the dilutive effect and the pro forma ownership of New Pinstripes Common Stock following the Business Combination based on the varying levels of redemptions by the Public Stockholders and the following additional assumptions: (i) 40,666,485 shares of New Pinstripes Common Stock are issued to Pinstripes equityholders (excluding holders of shares of Series I Convertible Preferred Stock of Pinstripes) in both a no redemption scenario and a maximum redemption scenario, (ii) 2,197,507 shares of New Pinstripes Common Stock are issued to holders of shares of Series I Convertible Preferred Stock of Pinstripes in both a no redemption scenario and a maximum redemption scenario, (iii) the Sponsor transfers 1,018,750 shares of Banyan Class B Common Stock to Public Stockholders pursuant to the Non-Redemption Agreements, (iv) the Sponsor transfers 517,643 shares of Banyan Class B Common Stock to the Series I investors, (v) 1,154,324 shares of New Pinstripes Common Stock are issued to PIPE Investors in a no redemption scenario and 5,373,380 shares of New Pinstripes Common Stock are issued to PIPE Investors in a maximum redemption scenario and (vi) all outstanding and unexercised Pinstripes options, whether vested or unvested, are converted into options to purchase shares of New Pinstripes Common Stock (each, a “New Pinstripes Option”). The following table excludes 3,312,356 Unvested Shares, the New Pinstripes Warrants, which will be exercisable for 23,985,000 shares of New Pinstripes Common Stock following the consummation of the Business Combination, and the unvested New Pinstripes Options, which will be exercisable for 5,321,125 shares of New Pinstripes Common Stock following the consummation of the Business Combination.

Based on these assumptions, and assuming that no outstanding shares of Banyan Class A Common Stock are redeemed in connection with the Business Combination, there would be approximately 51,949,647 shares of New Pinstripes Common Stock outstanding immediately following the consummation of the Business Combination. If the actual facts are different than these assumptions, the ownership percentages in New Pinstripes will be different.

The scenarios depicted below are for illustrative purposes only, as the actual number of Redemptions by the Public Stockholders is not able to be known prior to the Redemption Deadline.

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The voting percentages set forth above were calculated based on the assumptions set forth above and do not take into account (i) New Pinstripes Warrants and New Pinstripes Options that will remain outstanding immediately following the Business Combination and may be exercised thereafter and (ii) the issuance of any shares upon completion of the Business Combination under the 2023 EIP Plan, but do include the shares owned by the Sponsor Holders, which, at Closing, will convert into shares of Banyan Class A Common Stock in accordance with the terms of the Existing Charter, subject to adjustment. For more information, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

If the actual facts are different than the assumptions set forth above, the voting percentages set forth above will be different. For example, there are currently outstanding an aggregate of 23,985,000 warrants to acquire shares of Banyan Class A Common Stock, which are comprised of 11,910,000 Banyan Private Placement Warrants and 12,075,000 Banyan Public Warrants. Following the Closing, each of these warrants will entitle the holder thereof to purchase New Pinstripes Common Stock at an exercise price of $11.50 per share on the terms and conditions set forth in the applicable warrant agreement. If we assume that each outstanding warrant is exercised and one share of New Pinstripes Common Stock is issued as a result of such exercise, with payment to New Pinstripes of the exercise price of $11.50 per share, in cash, our fully-diluted share capital would increase by a total of 23,985,000 shares, with approximately $275,827,500 paid to New Pinstripes to exercise the warrants.

Conditions to the Closing of the Business Combination

The obligations of Banyan and Pinstripes to consummate the Closing is subject to the satisfaction or waiver of certain customary closing conditions, including, among others:

For additional information regarding the conditions to the completion of the Business Combination Agreement, see the section in this joint proxy statement/consent solicitation statement/prospectus entitled “Proposal No. 1—The Business Combination Proposal—Conditions to the Closing of the Business Combination.”

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Related Agreements

Sponsor Letter Agreement

Concurrently with the execution of the Business Combination Agreement, Banyan, the Sponsor Holders and Pinstripes, entered into the Sponsor Letter Agreement, pursuant to which, among other things, the Sponsor Holders agreed to (i) vote in favor of all proposals at the Special Meeting, (ii) waive the anti-dilution or similar protections with respect to the Banyan Class B Common Stock held by the Sponsor Holders, (iii) not redeem any of their respective shares in connection with the vote to approve the Business Combination and (iv) not further amend or modify the Letter Agreement. Additionally, each of the Sponsor Holders acknowledged that the Letter Agreement would continue to be in effect and would survive the consummation of the Business Combination; provided, however, that effective from the Closing, the lock-up period contained in Section 7 of the Letter Agreement would be shortened to six months from the Closing.

In addition, the Sponsor Holders agreed that two-thirds of the Banyan Class B Common Stock (or Banyan Class A Common Stock, if converted) held by the Sponsor Holders (excluding up to approximately 1,000,000 shares of Banyan Class B Common Stock that will be transferred at Closing by the Sponsor pursuant to the Non-Redemption Agreements and up to 2,000,000 shares of Banyan Class B Common Stock that may be transferred by the Sponsor to investors in the Series I Financing and the PIPE Financing) 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 New Pinstripes 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 New Pinstripes 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 Holders. For additional information regarding the Sponsor Letter Agreement, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Sponsor Letter Agreement.”

Security Holder Support Agreement

Concurrently with the execution of the Business Combination Agreement, Banyan, Pinstripes and certain security holders of Pinstripes entered into the Security Holder Support Agreement, pursuant to which such security holders agreed to, among other things, (i) waive any appraisal rights or dissenter rights in connection with the Business Combination, (ii) as soon as reasonably practicable following the registration statement on Form S-4, of which this joint proxy statement/consent solicitation statement/prospectus forms a part, being declared effective by the SEC, consent to and vote in favor of the Business Combination Agreement and the transactions contemplated thereby (including the Merger) and (iii) not transfer any New Pinstripes Common Stock such security holders will be issued in connection with the Business Combination for a period of six months following the Closing. The transfer restrictions for such security holders will lapse prior to their expiration upon the occurrence of certain events, including the closing price of the New Pinstripes Common Stock reaching or exceeding $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing. For additional information regarding the Security Holder Support Agreement, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Security Holder Support Agreement.”

Lockup Agreement

Concurrently with the execution of the Business Combination Agreement, Banyan, Pinstripes and certain other security holders of Pinstripes not party to the Security Holder Support Agreement entered into the Lockup Agreement, pursuant to which such security holders agreed that it, he or she will not transfer any New Pinstripes Common Stock such security holder will be issued in connection with the Business Combination for a period of six months following the Closing. The transfer restrictions for the security holders will lapse prior to their expiration upon the occurrence of certain events, including the closing price of the New Pinstripes Common Stock reaching or exceeding $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing. Additionally, the transfer restrictions contain customary exceptions, including for estate planning transfers, affiliates transfers, certain open market transfers and transfers upon death or by will. For additional information regarding the Lockup Agreement, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Lockup Agreement.”

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Director Designation Agreement

At the Closing, the New Pinstripes Board will be composed of a total of seven directors. At the Closing, New Pinstripes and Mr. Dale Schwartz, the chief executive officer of Pinstripes, will enter into the Director Designation Agreement, pursuant to which, among other things, Mr. Schwartz will have the right to designate: (i) four directors for election to the New Pinstripes Board so long as Mr. Schwartz or any trusts or family partnerships he controls (collectively, the “Schwartz Group”) beneficially own a number of shares equal to at least 70% of the number of shares of New Pinstripes Common Stock the members of the Schwartz Group are issued in connection with the Business Combination, (ii) three directors for election to the New Pinstripes Board so long as the members of the Schwartz Group hold at least 50% (and less than 70%) of the number of shares of New Pinstripes Common Stock the members of the Schwartz Group are issued in connection with the Business Combination, (iii) two directors for election to the New Pinstripes Board so long as the members of the Schwartz Group hold at least 25% (and less than 50%) of the number of shares of New Pinstripes Common Stock the members of the Schwartz Group are issued in connection with the Business Combination and (iv) one director for election to the New Pinstripes Board so long as the members of the Schwartz Group hold at least 10% (and less than 25%) of the number of shares of New Pinstripes Common Stock the members of the Schwartz Group are issued in connection with the Business Combination. Mr. Schwartz will also have the right to designate a majority of the members of each committee of the New Pinstripes Board for so long as Mr. Schwartz has the ability to designate at least four individuals for nomination to the New Pinstripes Board. At all other times that Mr. Schwartz has the ability to designate at least one individual for nomination to the New Pinstripes Board, Mr. Schwartz will have the ability to designate at least one-third, but in no event fewer than one, of the members of each committee. Additionally, New Pinstripes will not increase or decrease the size of the New Pinstripes Board or amend or adopt new organizational documents, corporate policies or committee charters that might reasonably be deemed to adversely affect any of Mr. Schwartz’ rights under the Director Designation Agreement without the consent of Mr. Schwartz so long as Mr. Schwartz has the ability to designate at least one individual for nomination to the New Pinstripes Board. Each of Mr. Schwartz’s designees (other than himself) must qualify as independent directors under the rules of the New York Stock Exchange (or, if not the New York Stock Exchange, the principal U.S. national securities exchange upon which the New Pinstripes Common Stock is then listed). For additional information regarding the Director Designation Agreement, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Director Designation Agreement.”

A&R Registration Rights Agreement

At the Closing, New Pinstripes, the Sponsor Holders and certain equityholders of New Pinstripes intend to enter into the A&R Registration Rights Agreement, pursuant to which, among other things, the parties thereto will be granted customary registration rights with respect to shares of New Pinstripes.

Proposals to be Submitted at the Special Meeting

The following is a summary of the proposals to be submitted at the Special Meeting.

The Business Combination Proposal

A proposal to adopt and approve the Business Combination Agreement and the transactions contemplated thereby (including the Business Combination). See the section of this joint proxy statement/consent solicitation statement/prospectus entitled “Proposal No. 1 —The Business Combination Proposal” and the Business Combination Agreement, a copy of which is attached as Annex A to this joint proxy statement/consent solicitation statement/prospectus, for additional information.

The Charter Amendment Proposal

A proposal to approve and adopt the Proposed Charter, in the form attached to this joint proxy statement/consent solicitation statement/prospectus as Annex B, which will amend and restate the Existing Charter in its entirety and be effective when duly filed with the Secretary of State of the State of Delaware in connection with the Closing. See the section of this joint proxy statement/consent solicitation statement/prospectus entitled “Proposal No. 2—The Charter Amendment Proposal” and the Proposed Charter, a copy of which is attached as Annex B to this joint proxy statement/consent solicitation statement/prospectus, for additional information.

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The Governance Proposals

A proposal to approve, on a non-binding advisory basis, certain governance provisions in the Proposed Charter, presented separately in accordance with the SEC requirements:

See the section of this joint proxy statement/consent solicitation statement/prospectus entitled “Proposal No. 3—The Governance Proposals” for additional information.

The Listing Proposal

A proposal to approve the issuance of shares of New Pinstripes Common Stock in connection with the Business Combination for purposes of complying with the applicable provisions of Section 312.03 of the NYSE Listed Company Manual. See the section of this joint proxy statement/consent solicitation statement/prospectus entitled “Proposal No. 4—The Listing Proposal” for additional information.

The Equity Incentive Plan Proposal

A proposal to approve and adopt the Equity Incentive Plan, established to be effective after the Closing. See the section of this joint proxy statement/consent solicitation statement/prospectus entitled “Proposal No. 5—The Equity Incentive Plan Proposal” and the Equity Incentive Plan, a copy of which is attached as Annex D to this joint proxy statement/consent solicitation statement/prospectus, for additional information.

The ESPP Proposal

A proposal to approve and adopt the Employee Stock Purchase Plan, established to be effective after the Closing. See the section of this joint proxy statement/consent solicitation statement/prospectus entitled “Proposal No. 6—The ESPP Proposal” and the Employee Stock Purchase Plan, a copy of which is attached as Annex E to this joint proxy statement/consent solicitation statement/prospectus, for additional information.

The Adjournment Proposal

A proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate as determined by the Banyan Board subject to the Business Combination Agreement. See the section of this joint proxy statement/consent solicitation statement/prospectus entitled “Proposal No. 7—The Adjournment Proposal” for additional information.

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The Special Meeting

Date, Time and Place of the Special Meeting

The Special Meeting will be held on       , 2023, at        [a.m./p.m.], Eastern Time, via a virtual meeting. At the Special Meeting, Banyan’s stockholders will be asked to approve the Business Combination Proposal, the Charter Amendment Proposal, the Listing Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal (if necessary).

Registration for the Special Meeting

If you are a registered stockholder of Banyan, along with this joint proxy statement/consent solicitation statement/prospectus, you received a proxy card from the Transfer Agent, which contains instructions on how to attend the virtual Special Meeting, including the URL address and your control number. You will need your control number to access the virtual Special Meeting. If you do not have your control number, contact the Transfer Agent at (917) 262-2373, or by email at proxy@continentalstock.com.

If you hold your Banyan stock through a bank or broker, you will need to contact the Transfer Agent to receive a control number. If you plan to vote at the Special Meeting, you will need to have a legal proxy from your bank or broker, or if you would like to join and not vote, the Transfer Agent can issue you a guest control number with proof of ownership. Either way, you must contact the Transfer Agent for specific instructions on how to receive your control number. The Transfer Agent can be contacted at the phone number or email address above. Please allow up to 72 hours prior to the Special Meeting for processing your control number.

You can pre-register to attend the virtual Special Meeting starting on      , 2023 (two business days prior to the Special Meeting). Enter the following URL address into your browser https://www.cstproxy.com/     , then enter your control number, name and email address. Once you pre-register, you can vote or enter questions in the chat box. At the start of the Special Meeting, you will need to re-log in using the same control number and, if you want to vote during the Special Meeting, you will be prompted to enter your control number again.

If you do not have access to the internet, you can listen only to the Special Meeting by dialing        (or        if you are located outside of the United States and Canada (standard rates apply)) and when prompted enter the pin number       #. Please note you will not be able to vote or enter questions during the Special Meeting if you choose to participate telephonically.

Voting Power; Record Date

The Banyan Board has fixed the close of business on        , 2023 as the Record Date for determining Banyan stockholders entitled to notice of and to attend and vote at the Special Meeting. As of the close of business on        , 2023, there were 11,243,687 shares of Banyan Common Stock outstanding and entitled to vote, of which 5,998,687 are Banyan Class A Common Stock and 5,245,000 are Banyan Class B Common Stock. The Sponsor Holders hold an aggregate of 2,000,000 Converted Banyan Class A Common Stock and 5,245,000 Banyan Class B Common Stock representing 64.4% of the outstanding shares of Banyan Common Stock. Each share of Banyan Common Stock is entitled to one vote per share at the Special Meeting. The Sponsor Holders have agreed to vote the Converted Banyan Class A Common Stock, the Banyan Class B Common Stock and any other Banyan Common Stock they hold in favor of the Business Combination.

Quorum and Vote of Banyan Stockholders

A quorum of Banyan stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the voting power of all outstanding shares of Banyan Common Stock entitled to vote as of the Record Date at the Special Meeting is represented at the Special Meeting online or by proxy. Abstentions will be counted as present for the purpose of determining a quorum. As of the Record Date, 5,621,844 shares of Banyan Common Stock would be required to be present online (or represented by proxy) at the Special Meeting to achieve a quorum.

As of the date of this joint proxy statement/consent solicitation statement/prospectus, the Sponsor Holders hold an aggregate of approximately 64.4% of the issued and outstanding shares of Banyan Common Stock, which will count towards this quorum. As a result, as of the Record Date, in addition to the shares of the Sponsor Holders, no additional Public Shares would be required to be present at the Special Meeting to achieve a quorum.

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The following table reflects the number of shares of Banyan Class A Common Stock required to approve each proposal voted upon by the Banyan stockholders.

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The proposals presented at the Special Meeting require the following votes:

Consummation of the Business Combination is conditioned on the approval of each of the Condition Precedent Proposals. The Adjournment Proposal and the Governance Proposals are not conditioned on the approval of any other proposal. If the Business Combination Proposal is not approved, the other proposals (except the Adjournment Proposal) will not be presented to the Banyan stockholders for a vote.

Redemption Rights

Holders of Public Shares may seek to redeem their respective Public Shares for cash, regardless of whether they vote for or against, or whether they abstain from voting on, the Business Combination Proposal. Any stockholder holding Public Shares may demand that Banyan redeem such shares for a full pro rata portion of the Trust Account (which, for illustrative purposes, was $      per

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share as of     , 2023, the most recent practicable date prior to the date of this joint proxy statement/consent solicitation statement/prospectus), calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable). If a holder of Public Shares properly seeks redemption as described in this joint proxy statement/consent solicitation statement/prospectus and the Business Combination is consummated, Banyan will redeem these shares for a pro rata portion of funds deposited in the Trust Account and such holder will no longer own these shares following the Business Combination. Additional terms and conditions apply. See the section of this joint proxy statement/consent solicitation statement/prospectus entitled “Special Meeting of Banyan Stockholders—Redemption Rights” for additional information.

Appraisal Rights

Holders of shares of Banyan Common Stock are not entitled to appraisal rights in connection with the Business Combination under Delaware law.

Pinstripes stockholders will have appraisal rights in connection with the Business Combination. Holders of shares of Pinstripes stock who (i) do not consent to the adoption of the Business Combination Agreement, (ii) follow the procedures set forth in Section 262 of the DGCL (including making a written demand of appraisal to Pinstripes within 20 days after the date of mailing of the notice of appraisal rights) and (iii) have not otherwise waived the appraisal rights, will be entitled, under Section 262 of the DGCL, to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of the shares, exclusive of any element of value arising from the accomplishment or expectation of the Business Combination, together with interest, if any, to be paid on the amount determined to be “fair value.” See Section 262 of the DGCL attached as Annex H to this joint proxy statement/consent solicitation statement/prospectus.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. Banyan has engaged Morrow Sodali LLC to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares in person (which would include presence at the virtual Special Meeting) if it revokes its proxy before the Special Meeting. A stockholder also may change its vote by submitting a later-dated proxy as described in the section entitled “Special Meeting of Banyan Stockholders—Revoking Your Proxy.”

Recommendation of the Banyan Board

The Banyan Board has determined that the Business Combination, on the terms and conditions set forth in the Business Combination Agreement, is advisable and in the best interests of Banyan and its stockholders and has directed that the proposals set forth in this joint proxy statement/consent solicitation statement/prospectus be submitted to its stockholders for approval at the Special Meeting on the date and at the time and place set forth in this joint proxy statement/consent solicitation statement/prospectus. The Banyan Board recommends that Banyan’s stockholders vote “FOR” the Business Combination Proposal, “FOR” the Charter Amendment Proposal, “FOR” the Governance Proposals, “FOR” the Listing Proposal, “FOR” the Equity Incentive Plan Proposal, “FOR” the ESPP Proposal, and “FOR” the Adjournment Proposal (if necessary). See the section of this joint proxy statement/consent solicitation statement/prospectus entitled “Proposal No. 1—The Business Combination Proposal—The Banyan Board’s Reasons for the Approval of the Business Combination” for additional information.

Banyan’s directors and officers may have financial interests in the Business Combination that are different from, or in addition to, their interests as stockholders of Banyan and the interests of stockholders of Banyan generally. The existence of financial and personal interests of one or more of Banyan’s directors may result in a conflict of interest on the part of such director(s) between what they may believe is in the best interests of Banyan and its stockholders and what they may believe is best for themselves in determining to recommend that Banyan’s stockholders vote for the aforementioned proposals. See the section of this joint proxy statement/consent solicitation statement/prospectus entitled “Proposal No. 1—The Business Combination Proposal—Interests of Certain Persons in the Business Combination.”

The Banyan Board’s Reasons for the Approval of the Business Combination

The Banyan Board, in evaluating the transaction with Pinstripes, consulted with Banyan’s management and its legal and other advisors. In reaching its resolution (i) that the terms and conditions of the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination, are advisable and in the best interests of Banyan and its stockholders and (ii) to recommend that the stockholders approve the transactions contemplated by the Business Combination Agreement and other proposals submitted to the stockholders, the Banyan Board considered a wide variety of factors in connection with its evaluation of the

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Business Combination. In light of the complexity of those factors, the Banyan Board did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. Individual members of the Banyan Board may have given different weight to different factors. This explanation of the reasons for the Banyan Board’s approval of the Business Combination, and all other information presented in this section, is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”

Before reaching its decision, the Banyan Board reviewed the results of the due diligence conducted by Banyan’s management and advisors, which included:

The factors considered by the Banyan Board (including certain historical and forecasted financial information that were subsequently updated) included, but were not limited to, the following:

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Further, the proceeds less transaction expenses to be delivered to the combined companies in connection with the Business Combination (including the remaining proceeds from Trust Account after giving effect to any redemptions of Banyan Common Stock), will remain on the balance sheet of the combined company after Closing in order to fund Pinstripes’ existing operations and support new and existing growth initiatives.

In the course of its deliberations, the Banyan Board considered a variety of uncertainties, risks and other potentially negative reasons relevant to the Business Combination, including the below:

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In addition to considering the factors described above, the Banyan Board also considered other factors including, without limitation:

After considering the foregoing potentially negative and potentially positive reasons, the Banyan Board concluded that the potentially positive reasons relating to the Business Combination and the other related transactions outweighed the potentially negative reasons.

Opinion of Scalar, LLC

On June 21, 2023, at a meeting of the Banyan Board, Scalar, LLC (“Scalar”) rendered its oral opinion to the Banyan Board, subsequently confirmed in writing, as to the fairness, from a financial point of view, as of such date, to the Public Stockholders (for purposes of such opinion and this summary, other than Pinstripes, the Sponsor, and their respective affiliates, which we refer to collectively as the “Excluded Parties”) of the Consideration (as defined in such opinion) to be paid by the Banyan to the Pinstripes stockholders pursuant to the Business Combination Agreement (without giving effect to any impact of the Transaction on any particular Public Stockholder other than in its capacity as a Public Stockholder), based upon and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken, and other matters considered by Scalar in preparing its opinion.

The full text of Scalar’s written opinion, dated June 21, 2023, which sets forth the procedures followed, assumptions made, matters considered, qualifications and limitations on the review undertaken, and other matters considered by Scalar in connection with the opinion, is attached to this joint proxy statement/consent solicitation statement/prospectus as Annex G. The summary of Scalar’s opinion in this joint proxy statement/consent solicitation statement/prospectus is qualified in its entirety by reference to the full text of Scalar’s written opinion. Scalar’s opinion was provided for the information and assistance of the Banyan Board and does not constitute a recommendation as to how any stockholder of Banyan should vote or act (including with respect to any redemption rights) with respect to the Transaction or any other matter.

Interests of Certain Persons in the Business Combination

Certain members of the Banyan Board and executive officers of Banyan and the Sponsor may have interests in the Business Combination that may be different from, or in addition to, the interests of Banyan’s stockholders generally. The Banyan Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the Business Combination Agreement and in recommending that the Business Combination Agreement and the transactions contemplated thereby be adopted and approved by the stockholders of Banyan.

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These interests include, among other things:

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Sponsor Group Beneficial Ownership of Banyan Prior to Closing

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Sponsor Group Beneficial Ownership of New Pinstripes Following the Closing

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The Banyan Board concluded that the potentially disparate interests would be mitigated because (i) certain of these interests were disclosed in the prospectus for the IPO and these interests are disclosed in this joint proxy statement/consent solicitation statement/prospectus, (ii) most of these disparate interests would exist with respect to a business combination by Banyan with any other target business or businesses, and (iii) the Sponsor Group will hold equity interests in New Pinstripes with value that, after the Closing, will be based on the future performance of Pinstripes, which may be affected by various other factors other than these interests. In addition, Banyan’s independent directors reviewed and considered these interests during their evaluation of the Business Combination and, in approving, as members of the Banyan Board, the Business Combination Agreement and the related agreements and the transactions contemplated thereby, including the Business Combination.

Based on its review of the foregoing considerations, the Banyan Board concluded that the potentially negative factors associated with the Business Combination were outweighed by the potential benefits that it expects the Banyan stockholders will receive as a result of the Business Combination. The Banyan Board realized that there can be no assurance about future results, including results considered or expected as disclosed in the foregoing reasons.

For more information about the factors the Banyan Board considered in evaluating and recommending the Business Combination to the Banyan stockholders, see the section of this joint proxy statement/consent solicitation statement/prospectus entitled “Proposal No. 1—The Business Combination Proposal—The Banyan Board’s Reasons for the Approval of the Business Combination.”

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Certain Other Interests in the Business Combination

In addition to the interests of the Insiders and the Sponsor in the Business Combination, stockholders should be aware that the IPO Underwriters, William Blair & Company, L.L.C. (“William Blair”), in its role as a co-placement agent, financial advisor and capital markets advisor to Banyan, and BTIG, LLC (“BTIG” and together with William Blair, the “Advisors”), in its role as a co-placement agent and capital markets advisor to Banyan, have financial interests that are different from, or in addition to, the interests of Banyan’s stockholders.

Upon consummation of the Business Combination, the IPO Underwriters will be entitled to $3,622,500 of deferred underwriting commissions. The IPO Underwriters have not provided any service in connection with the Business Combination in connection with such fee and such deferred commissions are attributable solely to their services in connection with the IPO. The IPO Underwriters have agreed to waive their rights to the deferred underwriting commissions held in the Trust Account in the event Banyan does not complete an initial business combination within the time period set forth in the Existing Charter. Accordingly, if the Business Combination, or any other initial business combination, is not consummated by that time and Banyan is therefore required to be liquidated, the IPO Underwriters will not receive any of the deferred underwriting commissions and such funds will be returned to Banyan’s public stockholders upon its liquidation.

Additionally, upon consummation of the Business Combination, the Advisors are entitled to certain fees pursuant to their respective engagements. In addition, under the terms of the Advisors’ respective engagements, Banyan agreed to reimburse each Advisor for certain expenses, and to indemnify each Advisor and certain related parties against liabilities, including liabilities under federal securities laws, in each case, in connection with, as a result of, or relating to its engagement. Banyan decided to retain the Advisors based primarily on their leading investment banking franchises with a strong track record of advising on complex, transformational transactions. The Advisors therefore have an interest in Banyan completing the Business Combination that will result in the payment of certain advisory fees.

Sources and Uses of Funds for the Business Combination

The following tables summarize the sources and uses for funding the Business Combination, assuming (i) none of the shares of Banyan Class A Common Stock held by the Public Stockholders are redeemed in connection with the Business Combination and (ii) all of the shares of Banyan Class A Common Stock held by the Public Stockholders are redeemed in connection with the Business Combination.

Where actual amounts are not known or knowable, the figures below represent Banyan’s good faith estimate of such amounts. For more information, see “Unaudited Pro Forma Condensed Combined Financial Information.”

(U.S. dollars in millions)

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Certain Material United States Federal Income Tax Considerations

For a description of the certain United States federal income tax considerations relevant to an exercise of redemption rights, please see “Certain Material United States Federal Income Tax Considerations.”

Anticipated Accounting Treatment of the Business Combination

The Business Combination is expected to be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Banyan will be treated as the acquired company and Pinstripes will be treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of New Pinstripes will represent a continuation of the financial statements of Pinstripes, with the Business Combination treated as the equivalent of Pinstripes issuing stock for the historical net assets of Banyan, accompanied by a recapitalization. The net assets of Banyan will be stated at fair value, which is expected to approximate historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of Pinstripes.

Regulatory Matters

Under the HSR Act and the rules that have been promulgated thereunder by the Federal Trade Commission (“FTC”), certain transactions may not be consummated unless information has been furnished to the Antitrust Division of the Department of Justice (“Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. The Business Combination is subject to these requirements and may not be completed until the expiration of a 30-day waiting period following the filing of the required Notification and Report Forms with the Antitrust Division and the FTC. The Sponsor, the ultimate parent entity of Banyan, and Dale Schwartz, the ultimate parent entity of Pinstripes, filed the required Notification and Report Forms under the HSR Act with respect to the Business Combination Agreement with the Antitrust Division and the FTC on July 14, 2023.

At any time before or after consummation of the Business Combination, notwithstanding termination of the respective waiting periods under the HSR Act, the Department of Justice or the FTC, or any state or foreign governmental authority, could take such action under applicable antitrust laws as such authority deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Business Combination, conditionally approving the Business Combination upon divestiture of assets, subjecting the completion of the Business Combination to regulatory conditions or seeking other remedies. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. Sponsor and Banyan cannot assure you that the Antitrust Division, the FTC, any state attorney general or any other government authority will not attempt to challenge the Business Combination on antitrust grounds, and, if such a challenge is made, Sponsor and Banyan cannot assure you as to its result.

None of Sponsor, Banyan, Dale Schwartz, nor Pinstripes are aware of any material regulatory approvals or actions that are required for completion of the Business Combination other than the expiration of the waiting period under the HSR Act. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Solicitation of Consents from Pinstripes Stockholders

Pinstripes stockholders are being asked to adopt and approve the Business Combination Agreement and approve the Business Combination (the “Pinstripes Business Combination Proposal”) by executing and delivering the written consent furnished with this joint proxy statement/consent solicitation statement/prospectus.

Pinstripes stockholders may consent to the Pinstripes Business Combination Proposal by completing and executing the written consent furnished with this joint proxy statement/consent solicitation statement/prospectus and returning it to Pinstripes by      , 2023 by emailing a .pdf copy of such executed written consent to        or by mailing such executed written consent to Pinstripes, Inc., 1150 Willow Road, Northbrook, IL 60062, Attention: Chief Executive Officer.

For more information, please see “Solicitation of Consents from Pinstripes Stockholders.”

Summary of Risk Factors

You should consider all the information contained in this joint proxy statement/consent solicitation statement/prospectus in deciding how to vote for the proposals presented in this joint proxy statement/consent solicitation statement/prospectus. These risks are discussed more fully in the section entitled “Risk Factors” following this summary. For purposes of the below summary of risk

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factors, “we” and “our” refers to Pinstripes or New Pinstripes, as the context may require. If any of these risks actually occur, Pinstripes’, Banyan’s or New Pinstripes’ business, financial condition or results of operations would likely be materially adversely affected. These risks include, but are not limited to, the following:

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the Special Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that may be important to you. We urge stockholders to read carefully this entire joint proxy statement/consent solicitation statement/prospectus, including the annexes and the other documents referred to herein.

The Business Combination Agreement, among other things, provides that Merger Sub will be merged with and into Pinstripes, following which the separate existence of Merger Sub will cease and Pinstripes will continue as the surviving entity of the Merger and a wholly-owned subsidiary of Banyan.

Following the Business Combination, Banyan will change its name to Pinstripes Holdings, Inc.

For additional information, see the section in this joint proxy statement/consent solicitation statement/prospectus entitled “Proposal No. 1—The Business Combination Proposal—The Business Combination Agreement.” A copy of the Business Combination Agreement is attached to this joint proxy statement/consent solicitation statement/prospectus as Annex A.

The Banyan Class A Common Stock, Units and Banyan Public Warrants are currently listed on the NYSE under the symbols “BYN,” “BYN.U” and “BYN WS,” respectively. New Pinstripes will apply to list, to be effective at the time of the Closing, its common stock and warrants on the NYSE (or Nasdaq).

Banyan is sending this joint proxy statement/consent solicitation statement/prospectus to its stockholders to help them decide how to vote their respective shares of Banyan Common Stock with respect to the matters to be considered at the Special Meeting. The Business Combination cannot be completed unless Banyan’s stockholders approve the Condition Precedent Proposals set forth in this joint proxy statement/consent solicitation statement/prospectus. This joint proxy statement/consent solicitation statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting. Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this joint proxy statement/consent solicitation statement/prospectus and its annexes, which we urge you to do.

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a tender offer. Therefore, Banyan is seeking to obtain the approval of its stockholders of the Business Combination Proposal in order to provide the Public Stockholders with the opportunity to redeem their respective Public Shares in connection with the closing of the Merger.

The following table summarizes the dilutive effect and the pro forma ownership of New Pinstripes Common Stock following the Business Combination based on the varying levels of redemptions by the Public Stockholders and the following additional assumptions: (i) 40,666,485 shares of New Pinstripes Common Stock are issued to Pinstripes equityholders (excluding holders of shares of Series I Convertible Preferred Stock of Pinstripes) in both a no redemption scenario and a maximum redemption scenario, (ii) 2,197,507 shares of New Pinstripes Common Stock are issued to holders of shares of Series I Convertible Preferred Stock of Pinstripes in both a no redemption scenario and a maximum redemption scenario, (iii) the Sponsor transfers 1,018,750 shares of Banyan Class B Common Stock to Public Stockholders pursuant to the Non-Redemption Agreements, (iv) the Sponsor transfers 517,643 shares of Banyan Class B Common Stock to the Series I investors, (v) 1,154,324 shares of New Pinstripes Common Stock are issued to PIPE Investors in a no redemption scenario and 5,373,380 shares of New Pinstripes Common Stock are issued to PIPE Investors in a maximum redemption scenario and (vi) all outstanding and unexercised Pinstripes options, whether vested or unvested, are converted into New Pinstripes Options. The following table excludes 3,312,356 Unvested Shares, the New Pinstripes Warrants, which will be exercisable for 23,985,000 shares of New Pinstripes Common Stock following the consummation of the Business Combination, and the New Pinstripes Options which will be exercisable for 5,321,125 shares of New Pinstripes Common Stock following the consummation of the Business Combination.

Based on these assumptions, and assuming that no outstanding shares of Banyan Class A Common Stock are redeemed in connection with the Business Combination, there would be approximately 51,949,647 shares of New Pinstripes Common Stock outstanding immediately following the consummation of the Business Combination. If the actual facts are different than these assumptions, the ownership percentages in New Pinstripes will be different.

The scenarios depicted below are for illustrative purposes only as the actual number of Redemptions by the Public Stockholders is not able to be known prior to the Redemption Deadline.

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The voting percentages set forth above were calculated based on the assumptions set forth above and do not take into account (i) the New Pinstripes Warrants and New Pinstripes Options that will remain outstanding immediately following the Business Combination and may be exercised thereafter and (ii) the issuance of any shares upon completion of the Business Combination under the 2023 EIP Plan, but do include the shares owned by the Sponsor Holders, which, at Closing, will convert into shares of Banyan Class A Common Stock in accordance with the terms of the Existing Charter, subject to adjustment. For more information, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

If a Public Stockholder exercises its redemption rights, such exercise will not result in the loss of any warrants that he, she or it may hold. Assuming that 3,998,687 shares of Banyan Class A Common Stock held by Public Stockholders were redeemed (the maximum amount permitted under the maximum redemption scenario), the public warrant holders will retain the 12,075,000 Banyan Public Warrants (including the Banyan Public Warrants retained by Public Stockholders who exercised their respective redemption rights in connection with the Extension Amendment Redemptions). The outstanding Banyan Public Warrants (which will become New Pinstripes Public Warrants following the Closing) would have a value of approximately $       per warrant based on the closing price of the Banyan Public Warrants on the NYSE on      , 2023. If a substantial number of, but not all, Public Stockholders exercise their respective redemption rights, and the holders of the 12,075,000 New Pinstripes Public Warrants choose to exercise their respective warrants, any non-redeeming stockholders would experience dilution to the extent such warrants are exercised.

Additionally, as a result of redemptions, the trading market for the New Pinstripes Common Stock may be less liquid than the market for the Banyan Class A Common Stock was prior to consummation of the Business Combination and we may not be able to meet the listing standards for the NYSE, Nasdaq or another national securities exchange. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into New Pinstripes’ business will be reduced.

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The below sensitivity table shows the potential impact of redemptions on the pro forma book value per share of the shares owned by non-redeeming stockholders in a no redemption scenario, a 50% redemption scenario and a maximum redemption scenario. The sensitivity table below also sets forth (i) the potential additional dilutive impact of each of the below additional dilution sources in each redemption scenario and (ii) the effective deferred underwriting fee percentage incurred in connection with the IPO in each redemption scenario.

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