Exhibit 107
Calculation of Filing Fee Tables
Form S-4
(Form Type)
Banyan Acquisition
Corporation
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
| Security Type |
Security Class Title(1) |
Fee Calculation or Carry Forward Rule |
Amount Registered(2) |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate | Amount
of Registration Fee |
Carry Forward Form Type |
Carry Forward File Number |
Carry Forward Initial Effective Date |
Filing
Fee Previously Paid In Connection with Unsold Securities to be Carried Forward | |
| Newly Registered Securities | ||||||||||||
| Fees
to be Paid |
Equity | New Pinstripes Class A Common Stock, par value $0.0001 per share(3) | Other(4) | 48,946,770 | – | $163,156 | 0.00014760 | $24.09 | ||||
| Equity | New Pinstripes Series B-1 Common Stock, par value $0.0001 per share(5) | Other(6) | 2,500,000 | – | – | – | – | |||||
| Equity | New Pinstripes Series B-2 Common Stock, par value $0.0001 per share(7) | Other(8) | 2,500,000 | – | – | – | – | |||||
| Fees Previously Paid | Equity | New Pinstripes Class A Common Stock, par value $0.0001 per share | Other(4) | 48,185,117 | – | $160,618 | 0.00011020 | $17.71 | ||||
| Carry Forward Securities | ||||||||||||
| Carry Forward Securities | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||
| Total Offering Amounts | $163,156 | $24.09 | ||||||||||
| Total Fees Previously Paid | $17.71 | |||||||||||
| Total Fee Offsets | $– | |||||||||||
| Net Fee Due | $6.38 | |||||||||||
| (1) | In connection with the business combination (the “Business Combination”) with Pinstripes, Inc.’s (“Pinstripes”) described in the joint proxy statement/consent solicitation statement/prospectus forming part of this registration statement, the registrant, Banyan Acquisition Corporation, a Delaware corporation, intends to change its name to Pinstripes Holdings, Inc. (“New Pinstripes”).
|
| (2) | Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
|
| (3) | The number of shares of Class A common stock, par value $0.0001 per share of New Pinstripes (the “New Pinstripes Class A Common Stock”), being registered includes up to (i) 43,946,770 shares of New Pinstripes Class A Common Stock estimated to be issued to Pinstripes’ equity holders, including shares issuable upon exercise of options by option holders, in connection with the Business Combination and (ii) 5,000,000 shares of New Pinstripes Class A Common Stock underlying 2,500,000 shares of Series B-1 common stock, par value $0.0001 per share (the “Series B-1 Common Stock”) and 2,500,000 shares of Series B-2 common stock, par value $0.0001 per share (the “Series B-2 Common Stock”).
|
| (4) | Calculated in accordance with Rule 457(f)(2) of the Securities Act. Pinstripes is a private company, no market exists for its securities, and it has an accumulated capital deficit. Therefore, the proposed maximum aggregate offering price is one-third of the aggregate par value of the Pinstripes securities expected to be exchanged in connection with the Business Combination, including the Pinstripes securities issuable upon the exercise of options. |
| (5) | Represents the number of shares of New Pinstripes Class B-1 Common Stock issuable upon completion of the Business Combination, which are convertible into shares of New Pinstripes Class A Common Stock upon meeting certain vesting criteria as described in the join proxy statement/consent solicitation statement/prospectus forming a part of this registration statement. |
| (6) | No registration fee required pursuant to Rule 457(i) under the Securities Act. |
| (7) | Represents the number of shares of New Pinstripes Class B-2 Common Stock issuable upon completion of the Business Combination, which are convertible into shares of New Pinstripes Class A Common Stock upon meeting certain vesting criteria as described in the join proxy statement/consent solicitation statement/prospectus forming a part of this registration statement. |
| (8) | No registration fee required pursuant to Rule 457(i) under the Securities Act. |