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As filed with the Securities and Exchange Commission on ~~January~~December 2317, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

Pinstripes Holdings, Inc.

(Exact name of registrant as specified in its charter)


Delaware	5810	86-2556699
(State or other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

1150 Willow Road

Northbrook, IL 60062

Telephone: (847) 480-2323

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

Dale Schwartz

Chief Executive Officer

1150 Willow Road

Northbrook, IL 60062

Telephone: (847) 757-3812

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

Copies to:

Mark D. Wood, Esq.

Elizabeth C. McNichol, Esq.

Katten Muchin Rosenman LLP

525 W. Monroe Street

Chicago, IL 60661

Tel: (312) 902-5200

Approximate date of commencement of proposed sale of the securities to the public: From time to time after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the 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(c) 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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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.

Table of Contents

The information in this preliminary prospectus is not complete and may be changed. The securities may not be sold until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED ~~JANUARY~~DECEMBER 2317, 2024

Pinstripes Holdings, Inc.

UpSecondary toOffering ~~23,985,000 Shares~~ of ~~Pinstripes Holdings Class A Common Stock Issuable Upon Exercise of Warrants~~

~~This~~Up ~~prospectus relates to the issuance by Pinstripes Holdings~~to174,750 ~~Inc.,~~Shares ~~a Delaware corporation (“Pinstripes Holdings,” “we,” “us,” or “our”)~~ of ~~shares of Class A common stock, par value $0.0001 per share (“~~Pinstripes Holdings Class A Common Stock”) ~~upon~~Issuable ~~exercise~~Upon ofExercise ~~(i) 12,075,000 warrants the (“Public Warrants”) originally issued in the initial public offering~~ of ~~Pinstripes Holdings (formerly known as Banyan Acquisition Corporation (“Banyan”)) and (ii) 11,910,000 warrants (~~the ~~“Private~~Oaktree ~~Placement~~Tranche ~~Warrants”~~2 ~~and, together with the Public~~ Warrants, the “Warrants”) purchased by Banyan Acquisition Sponsor LLC (the “Sponsor”) and the underwriters of the initial public offering of Banyan in a private placement simultaneously with the closing of the initial public offering.

WeUp ~~are~~to ~~registering~~29,292 ~~the~~Shares ~~issuance~~ of ~~shares of~~ Pinstripes Holdings Class A Common Stock ~~issuable~~Issuable ~~upon~~Upon ~~the~~Exercise ~~exercise~~ of the ~~Warrants~~Silverview asTranche ~~required~~3 ~~by that certain Warrant Agreement, dated as of January 19, 2022 (the “Warrant Agreement”), entered into by and between Banyan and Continental Stock Transfer & Trust Company.~~Warrants

~~The~~This ~~exercise~~prospectus ~~price~~relates ofto the ~~Warrants~~offer isand ~~$11.50~~sale ~~per~~from ~~share,~~time ~~which~~to ~~exceeds~~time ~~the~~by ~~trading price of~~ the ~~Pinstripes~~selling ~~Holdings~~securityholders ~~Class~~identified Ain ~~Common Stock as of the date of~~ this prospectus~~. Although we will receive the proceeds from any exercise of the Warrants for cash~~, weor ~~believe~~their ~~that,~~permitted ~~for~~transferees ~~so long as~~ (the ~~Warrants are~~ “~~out~~Selling ~~of the money,~~Securityholders”) ~~the holders thereof are not likely to exercise the Warrants.~~of:

We(i) ~~will~~up ~~bear~~to ~~all~~174,750 ~~costs~~shares of Pinstripes Holdings, ~~expenses~~Inc., ~~and~~a ~~fees~~Delaware incorporation ~~connection~~(“Pinstripes ~~with~~Holdings,” ~~the~~“we,” ~~registration~~“us,” ofor ~~the~~“our”) ~~shares~~Class A common stock, par value $0.0001 per share, of Pinstripes Holdings (“Pinstripes Holdings Class A Common Stock”) ~~underlying~~issuable upon exercise of the Oaktree Tranche 2 Warrants (as defined below) issued by Pinstripes Holdings to Oaktree Capital Management, L.P. (“Oaktree”) on September 3, 2024, in connection with the Oaktree Tranche 2 Loan (as defined below), pursuant to the Amended Oaktree Loan Agreement; and

(ii) up to 29,292 shares of Pinstripes Holdings Class A Common Stock issuable upon exercise of the Silverview Tranche 3 Warrants (as defined below) issued by Pinstripes Holdings to Silverview Special Situations Lending Corporate Warrants LP, Spearhead Insurance Solutions IDF, LLC — Series SCL and Silverview Special Situations Lending Corporate Warrants II LP (collectively, the “Silverview Lenders”) on on September 3, 2024, in connection with the Silverview Tranche 3 Loan (as defined below), pursuant to the Amended Silverview Loan Agreement.

The 204,042 shares of Pinstripes Holdings Class A Common Stock being offered for resale pursuant to this prospectus by the Selling Securityholders would represent approximately 0.51% of the shares of Pinstripes Holdings Class A Common Stock outstanding as of December 16, 2024 and 0.28% of the shares of Pinstripes Holdings Class A Common Stock outstanding assuming the issuance of all 32,071,319 shares of Pinstripes Holdings Class A Common Stock issuable upon full exercise of the Warrants (as defined below) and the Oaktree Tranche 1 Warrants (as defined below) and upon conversion of all outstanding shares of Pinstripes Holdings Series B Common Stock (as defined below) (which may become convertible only upon the satisfaction of the conditions described elsewhere in this prospectus).

We will bear all costs, expenses and fees in connection with the registration of the shares of Pinstripes Holdings Class A Common Stock. The Selling Securityholders will bear all commissions and discounts, if any, attributable to their respective sales of the shares of Pinstripes Holdings Class A Common Stock.

Our registration of the securities covered by this prospectus does not mean that either we or the Selling Securityholders will issue, offer or sell, as applicable, any of the securities. The Selling Securityholders may offer and sell the securities covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Securityholders may sell the securities in the section entitled “Plan of Distribution.”

You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities.

Pinstripes Holdings Class A Common Stock and Public Warrants (defined below) are listed on the New York Stock Exchange under the ticker symbols “PNST” and “PNST WS”. On ~~January~~December 2213, 2024, the closing price of Pinstripes Holdings Class A Common Stock was $40.466274 per share and the closing price of the Public Warrants was $0.3901 per Public Warrant. Notwithstanding any changes in the prevailing market price, certain Selling Securityholders may still experience a positive rate of return on their securities due to the lower effective purchase price at which they purchased such securities. Accordingly, there may be a higher likelihood that some or all those Selling Securityholders will sell their shares pursuant to the registration statement of which this prospectus is a part, which

could increase the volatility of the market price of Pinstripes Holdings Class A Common Stock or result in a significant decline in the public trading price of Pinstripes Holdings Class A Common Stock. See “Risk Factors - Certain existing stockholders purchased securities in the Company at a price below the current trading price of such securities, and may experience a positive rate of return based on the current trading price. Future investors in our Company may not experience a similar rate of return.” You may not experience a similar rate of return should you invest in our securities, as the price at which you purchase our securities may differ from that of these Selling Securityholders. For example, based on the closing price of the Pinstripes Holdings Class A Common Stock of $0.06274 on December 13, 2024, the holders of the Oaktree Tranche 2 Warrant and the Silverview Tranche 3 Warrants would realize a potential profit of approximately $0.6174 per share and an aggregate profit of approximately $125,976 if it exercised all of the up to 204,042 shares of Pinstripes Holdings Class A Common Stock underlying the such warrants for $0.01 per share and sold all such shares of Pinstripes Holdings Class A Common Stock.

We will not receive any proceeds from the sale of the Pinstripes Holdings Class A Common Stock by the Selling Securityholders pursuant to this prospectus. We will receive any proceeds from the exercise of the Oaktree Tranche 2 Warrants and the Silverview Tranche 3 Warrants (if any) for cash, but not from the sale of the shares of Pinstripes Holdings Class A Common Stock issuable upon such exercise.

We are an “emerging growth company,” as that term is defined under the federal securities laws and, as such, are subject to certain reduced public company reporting requirements.

Investing in our securities involves risks that are described in the “Risk Factors“” section beginning on page 7 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is December ~~January~~ 17, 2024.

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TABLE OF CONTENTS

			Page
About This Prospectus			ii
Certain Defined Terms			iii
Trademarks			~~viii~~ix
Cautionary Statement Regarding Forward-Looking Statements			ixx
Prospectus Summary			1
Risk Factors			7
Market Price and Dividend Information			4038
Use of Proceeds			4139
Determination of Offering Price			42
Management‘s Discussion and Analysis of Financial Condition and Results of Operations			40
Unaudited Pro Forma Condensed Combined Financial Information			43
Business			68
Management‘s Discussion and Analysis of Financial Condition and Results of Operations			71
Management			80
Business			99
Executive Compensation			88
Management			112
Description of Securities			92
Executive Compensation			121
Beneficial Ownership of Securities			107
Description of Securities			124
Selling Securityholders			109
Beneficial Ownership of Securities			140
Certain Relationships and Related Party Transactions			111
Certain Relationships and Related Party Transactions			142
Material United States Tax Consequences to Holders of Common Stock and Warrants			120
Material United States Tax Consequences to Holders of Common Stock and Warrants			151
Plan of Distribution			125
Plan of Distribution			158
Experts			129
Experts			159
Validity of Securities			129
Validity of Securities			159
Where You Can Find More Information			129
Where You Can Find More Information			159
Index to Financial Statements			F-1

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ABOUT THIS PROSPECTUS

You should rely only on the information contained in this prospectus. No one has been authorized to provide you with information that is different from that contained in this prospectus. This prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this prospectus is accurate as of any date other than that date.

For investors outside of the United States: We have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our securities and the distribution of this prospectus outside the United States.

We may also provide a prospectus supplement or post-effective amendment to this registration statement to add information to, or update or change information contained in, this prospectus. You should read both this prospectus and any applicable prospectus supplement or post-effective amendment to the registration statement together with the additional information to which we refer you in the section of this prospectus entitled “Where You Can Find More Information.” You should assume that the information appearing in this prospectus or any prospectus supplement is accurate only as of the date on the front of those documents, regardless of the time of delivery of this prospectus or any applicable prospectus supplement, or any sale of a security. Our business, financial condition, results of operations and prospects may have changed since those dates.

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below in the section entitled “Where You Can Find More Information.”

On December 29, 2023 (the “Closing Date”), we consummated the previously announced business combination (the “Closing”) pursuant to the Business Combination Agreement, dated as of June 22, 2023 (as amended and restated as of September 26, 2023 and November 22, 2023, 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”). On the Closing Date, Merger Sub merged with and into Pinstripes (the “Merger”), with Pinstripes surviving the Merger as a wholly-owned subsidiary of Banyan.

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CERTAIN DEFINED TERMS

“2023 EIP Plan” means the Pinstripes Holdings, Inc. 2023 Omnibus Equity Incentive Plan.

“2024 EBITDA” means the Consolidated Net Income of the Company for the EBITDA Earnout Period, adjusted by adding thereto or (subtracting) therefrom, in each case only to the extent (and in the same proportion) deducted in determining such Consolidated Net Income and without duplication by (a) the total consolidated interest expense (net of interest income) of the Company for the EBITDA Earnout Period determined on a consolidated basis in accordance with GAAP, (b) the amortization expense of the Company for the EBITDA Earnout Period, determined on a consolidated basis in accordance with GAAP, (c) the depreciation expense of Pinstripes Holdings for the EBITDA Earnout Period, determined on a consolidated basis in accordance with GAAP, (d) the tax expense (benefit) of the Company, for the EBITDA Earnout Period, determined on a consolidated basis in accordance with GAAP, and (e) all non-cash losses (net of gains) or charges resulting from any (i) application of purchase accounting, (ii) changes in the fair value of liabilities relating to Listed Warrants or other mark-to-market adjustments, (iii) non-cash expenses (benefits) arising from grants of equity appreciation rights, equity options, restricted equity or any other equity-based compensation or equity-based incentive plan of the Company, (iv) non-cash impairment of goodwill and other long-term intangible assets, (v) unrealized non-cash losses (gains) under swap or similar contracts, (vi) unrealized noncash losses (gains) due to fluctuations in currency values, or (vii) non-cash losses (gains) resulting from any impairment of assets, in each case, for the EBITDA Earnout Period, determined on a consolidated basis in accordance with GAAP.

“A&R Registration Rights Agreement” means the Amended and Restated Registration Rights Agreement into by and among the Company, the Sponsor Holders, and certain other Company equityholders at Closing.

“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 Class A Common Stock” means the Class A common stock, par value $0.0001 per share, of Banyan, outstanding prior to the consummation of the Business Combination.

“Banyan Class B Common Stock” means the Class B common stock, par value $0.0001 per share, of Banyan, outstanding prior to the consummation of the Business Combination.

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

“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.

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

“Business Combination” means the transactions consummated pursuant to the Business Combination Agreement, including the Merger.

“Business Combination Agreement” means the Business Combination Agreement, dated as of June 22, 2023, as amended and restated on September 26, 2023 and on November 22, 2023, by and among Banyan, Merger Sub and Pinstripes.

“Bylaws” mean the Amended and Restated Bylaws of the Company, in effect following the Business Combination.

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“Change of Control” means any transaction or series of transactions (a) constituting a merger, consolidation, reorganization or other business combination or equity or similar investment, however effected, following which either (i) the members of the board of directors of the Company immediately prior to such merger, consolidation, reorganization or other business combination or equity or similar investment do not constitute at least a majority of the board of directors of the company surviving the combination or, if the surviving company is a subsidiary, the ultimate parent thereof or (ii) the voting securities of the Company immediately prior to such merger, consolidation, reorganization or other business combination or equity or similar investment do not continue to represent or are not converted into fifty percent or more of the combined voting power of the then outstanding voting securities of the person resulting from such combination or, if the surviving company is a subsidiary, the ultimate parent thereof; or (b) the result of which is a sale of fifty percent or more of the assets of the Company to any person.

“Charter” means the Second Amended and Restated Certificate of Incorporation of the Company.

“Closing” means the closing of the Business Combination.

“Closing Date” means December 29, 2023.

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

“Consolidated Net Income” means, for the EBITDA Earnout Period, the consolidated net income (or loss) of the Company determined on a consolidated basis in accordance with GAAP. For the avoidance of doubt, the revenue recognition policies and practices utilized by Pinstripes as of the date of ~~the~~November ~~Second~~22, ~~A&R~~2023 ~~Business Combination Agreement~~ shall be utilized for purposes of determining Consolidated Net Income.

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

“Director Designation Agreement” means the director designation agreement dated as of the Closing Date, by and between the Company and Dale Schwartz.

"Earnout Shares” means the 2,500,000 shares designated as Pinstripes Holdings Series B-1 Common Stock and 2,500,000 shares designated as Pinstripes Holdings Series B-2 Common Stock, which shares are subject to the vesting and forfeiture conditions and restrictions on transfer set forth in the Charter.

“Earnout Period” means the period commencing five months after the Closing Date and ending on the fifth anniversary of the Closing Date.

“EBITDA Earnout Period” means the period starting on January 8, 2024 and ending on January 5, 2025.

“EBITDA Earnout Shares” means the 4,000,000 shares designated as Pinstripes Holdings Series B-3 Common Stock, which shares are subject to the vesting and forfeiture conditions on transfer set forth in the Charter.

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

“ESPP” means the Pinstripes Holdings, Inc. 2023 Employee Stock Purchase Plan.

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

“Exchange Ratio” means, for each share of Pinstripes Common Stock outstanding immediately prior to the consummation of the Business Combination (including as a result of the warrant exercises and convertible note conversions, 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), approximately 1.8486 shares of Pinstripes Holdings Class A 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.

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“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.

“Individual Sponsor Holders” means Bruce Lubin Kimberly Gill Rimsza, Otis Carter, George Courtot, Brett Briggs and Matt Jaffee.

“IPO” means Banyan’s initial public offering of its units, common stock and warrants pursuant to a registration statement 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 Letter Agreement” means the letter agreement, dated January 19, 2022, by and among Banyan, the Sponsor and other parties thereto.

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

“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 Pinstripes Holdings.

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

“Middleton Series I Investors” means, collectively, Middleton Pinstripes Investor LLC, a Delaware limited liability company, and Middleton Pinstripes Investor SBS LLC, a Delaware limited liability company. The Middleton Series I Investors are affiliates of Middleton Partners, an investment firm of which Keith Jaffee, who was Banyan’s Chief Executive Officer prior to the Closing, is the Chairman.

“Non-Redeeming Investors” means certain investors in Banyan who agreed not to redeem their respective shares of Banyan Class A Common Stock in connection with Banyan’s extension meeting held on April 21, 2023.

“NYSE” means the New York Stock Exchange.

“Oaktree ~~Warrants~~” means ~~the warrants issued by the Company to~~ Oaktree Capital Management, L.P.~~, in connection with the closing of the Business Combination and the Oaktree Tranche 1 Loan.~~

“Oaktree Tranche 1 Warrants” means the warrants issued by the Company to Oaktree, in connection with the closing of the Business Combination and the Oaktree Tranche 1 Loan.

“Oaktree Tranche 2 Warrants” means the warrants issued by the Company to Oaktree on November 27, 2024, in connection with the closing of the Amended Oaktree Loan Agreement and a $3.0 million draw of the Oaktree Tranche 2 Loan.

“Oaktree Loan Agreement” means the loan agreement, dated as of December 29, 2023, by and among Pinstripes, Pinstripes Holdings, Oaktree Fund Administration, LLC, as agent and the lenders party thereto.

“Amended Oaktree Loan Agreement” means the Oaktree Loan Agreement, dated as of December 29, 2023, by an among Pinstripes, Pinstripes Holdings, Oaktree Fund Administration, LLC, as agent and the lenders party thereto, as amended by the First Amendment, dated as of September 3, 2024.

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“Oaktree Tranche 1 Loan” means the $50.0 million loan pursuant to the Oaktree Loan Agreement.

“Oaktree Tranche 2 Loan” means the up to $50.0 million loan pursuant to the Amended Oaktree Loan Agreement.

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

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

“Pinstripes Affiliates” means affiliates of Pinstripes prior to the vote of the Pinstripes stockholders to approve the Business Combination.

“Pinstripes Common Stock” means the Common Stock, par value $0.01 per share, of Pinstripes outstanding prior to the Business Combination.

“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) outstanding prior to the Business Combination.

“Pinstripes Holdings” refers to Banyan following the Closing of the Business Combination, including its name change from Banyan to “Pinstripes Holdings, Inc.”

“Pinstripes Holdings Board” means the board of directors of Pinstripes Holdings subsequent to the completion of the Business Combination.

“Pinstripes Holdings Common Stock” means the Common Stock, par value $0.01 per share, of Pinstripes ~~Holdings~~outstanding ~~Class~~immediately Aprior to the Business Combination, including the Pinstripes Common Stock issued upon conversion of the Pinstripes Preferred Stock and the Pinstripes ~~Holdings~~Convertible ~~Class~~Notes Band ~~Common~~upon ~~Stock,~~the ~~collectively~~exercise of Pinstripes’ outstanding warrants.

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

“Pinstripes Holdings Class B Common Stock” means the Pinstripes Holdings Series B-1 Common Stock, the Pinstripes Holdings Series B-2 Common Stock and the Pinstripes Holdings Series B-3 Common Stock.

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“Pinstripes Holdings Series B-1 Common Stock” means Pinstripes Holding’s Series B-1 common stock, par value $0.0001 per share, which are subject to vesting and forfeiture conditions set forth in the Charter.

“Pinstripes Holdings Series B-2 Common Stock” means Pinstripes Holding’s Series B-2 common stock, par value $0.0001 per share, which are subject to vesting and forfeiture conditions set forth in the Charter.

“Pinstripes Holdings Series B-3 Common Stock” means Pinstripes Holdings’ Series B-3 common stock, par value $0.0001 per share, which are subject to vesting and forfeiture conditions set forth in the Charter.

“Pinstripes ~~Option~~Holdings Options” means ~~each~~the ~~option~~options to purchase Pinstripes Holdings Class A Common Stock ~~outstanding~~issued ~~prior~~ to ~~the~~Pinstripes ~~Business~~Affiliates ~~Combination.~~in exchange for Pinstripes Options.

“Pinstripes Options” means each option to purchase Pinstripes Common Stock outstanding prior to the Business Combination.

“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 and outstanding prior to the Business Combination.

~~“Pinstripes Stockholders” means, collectively, the holders of Pinstripes Common Stock and Pinstripes Preferred Stock immediately prior to the consummation of the Business Combination.~~ vi

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“Pinstripes Stockholders” means, collectively, the holders of Pinstripes Common Stock immediately prior to the consummation of the Business Combination.

“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.

“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).

“Public Shares” means shares of Banyan Class A Common Stock 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.

“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 as of 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.

“Selling Securityholders” means the persons listed in the table in the section titled “Selling Securityholders” and the pledgees, donees, transferees, assignees, successors, designees and others who later come to hold any of such persons’ interest in the Pinstripes Holdings Class A Common Stock or Private Placement Warrants other than through a public sale.

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

“Series I Financing” means the aggregate $21,266,200 investment from the Middleton Series I Investors in Pinstripes, Inc. in exchange for an aggregate 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~~Credit ~~Situations~~Partners ~~Lending Corporate Warrants~~ LP ~~on March 7~~, ~~2023,~~as ~~and~~agent ~~(b) Warrant~~for ~~No.~~the ~~26,~~Silverview ~~exercisable into up to 8,697 shares of Pinstripes Common Stock, issued to Spearhead Insurance Solutions IDF, LLC — Series SCL on March 7, 2023~~Lenders.

“Silverview Lenders” means, collectively, Silverview Special Situations Lending Corporate Warrants LP, Spearhead Insurance Solutions IDF, LLC — Series SCL and Silverview Special Situations Lending Corporate Warrants II LP.

“Silverview Tranche 3 Warrants” means, collectively, that certain (a) Class A Common Stock Purchase Warrant, exercisable into up to 17,877 shares of Pinstripes Holdings Class A Common Stock, issued to Silverview Special Situations Lending Corporate Warrants LP on November 27, 2024, (b) the Class A Common Stock Purchase Warrant exercisable into up to 954 shares of Pinstripes Holdings Class A Common Stock, issued to Spearhead Insurance Solutions IDF, LLC - Series SCL on November 27, 2024, (c) the Class A Common Stock Purchase Warrant exercisable into up to 10,461 shares of Pinstripes Holdings Class A Common Stock, issued to Silverview Special Situations Lending Corporate Warrants II LP on November 27, 2024.

“Silverview Loan Agreement” means the loan agreement, entered into on March 7, 2023, by and among Pinstripes, Pinstripes Holdings, Silverview Credit Partners LP, as agent for the Silverview Lenders and the financial institutions and other institutional investors as parties thereto.

“Amended Silverview Loan Agreement” means that certain Silverview Loan Agreement, dated as of December 29, 2023, by and among Pinstripes, Pinstripes Holdings, Silverview Credit Partners LP, as agent for the lenders and the financial institutions and other institutional investors as parties thereto, as amended by the Sixth Amendment, dated as of September 3, 2024.

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“Silverview Tranche 3 Loan” means the $2.0 million loan pursuant to the Amended Silverview Loan Agreement.

“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 were asked to, among other things, approve the Business Combination and adopt the Business Combination Agreement.

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

“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, as amended on December 22, 2023.

“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.

“Oaktree Tranche 1 Loan” means the $50.0 million loan pursuant to the Oaktree Loan Agreement.

“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 Charter, the 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.

“Underwriters” means the underwriters of the IPO.

“Vesting Shares” means the 1,830,000 of the shares of Banyan Common Stock held by the Sponsor Holders that are subject to vesting and forfeiture conditions, of which 915,000 shares are designated as Pinstripes Holdings Series B-1 Common Stock and 915,000 shares are designated as Pinstripes Holdings Series B-2 Common Stock upon the Closing.

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

“Warrants” means the Public Warrants and the Private Placement Warrants issued pursuant to the Warrant Agreement.

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

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TRADEMARKS

This prospectus includes the trademarks of Pinstripes Holdings such as “Pinstripes,” which are protected under applicable intellectual property laws and are the property of Pinstripes Holdings or its subsidiaries. This 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 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. The Company 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 prospectus includes market and industry data and forecasts that the Company has derived from publicly available information, various industry publications, other published industry sources, the Company’s internal data and estimates and assumptions made by the Company 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 the Company believes that these third-party sources are reliable, neither the Company nor any of its affiliates or representatives guarantees the accuracy or completeness of this information, and neither the Company nor any of its affiliates or representatives has independently verified this information. Some market data and statistical information are also based on the Company’s good faith estimates, which are derived from the Company’s management’s knowledge of its industry and such independent sources referred to above. Certain market, ranking and industry data included elsewhere in this prospectus, including the size of the Company’s total addressable market, are based on estimates of the Company’s management. These estimates have been derived from the Company’s management’s knowledge and experience in the markets in which it operates, as well as information obtained from surveys, reports by market research firms, the Company’s customers, distributors, suppliers, trade and business organizations and other contacts in the markets in which the Company operates and have not been verified by independent sources. References herein to the Company being a leader in a market or product category refer to the Company’s belief that it is a best-in-class experiential dining and entertainment brand, unless the context otherwise requires.

The Company’s internal data and estimates are based upon information obtained from trade and business organizations and other contacts in the markets in which the Company operates and the Company’s management’s understanding of industry conditions. Although the Company believes that such information is reliable, the Company has not had this information verified by any independent sources. The estimates and market and industry information provided in this 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 prospectus.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this 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 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 anticipated benefits of the Business Combination and our financial conditions, results of operations, earnings outlook and prospects. Forward-looking statements appear in a number of places in this prospectus including, without limitation, in the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Pinstripes Holdings” and “Information About Pinstripes Holdings”.

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. The forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. 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 prospectus. We cannot assure you that future developments affecting the Company will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) 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 our 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:

•our ability to recognize the anticipated benefits of the Business Combination;

•risks related to the uncertainty of the projected financial information with respect to the Company;

•the risks related to our current growth strategy and our ability to successfully open and integrate new locations;

•risks related to our substantial indebtedness;

•~~the~~ risks related to ~~the capital intensive nature of~~ our ~~business, our~~ ability to ~~attract~~continue ~~new~~as ~~customers~~a ~~and~~going ~~retain~~concern ~~existing customers~~ and ~~the~~raise ~~impact~~additional ~~of the COVID-19 pandemic, including the resulting labor shortage and inflation, on us~~capital;

•~~our~~the ~~success~~risks inrelated ~~retaining~~to orthe ~~recruiting,~~capital orintensive ~~changes~~nature ~~required~~of in our ~~officers~~business, ~~key~~our ~~employees~~ability orto ~~directors~~attract innew ~~operating~~customers asand aretain ~~public~~existing ~~company~~customers and the impact of pandemics and global economic trends, including the resulting labor shortage and inflation, on us;

•changes required in, or our success in retaining or recruiting, our officers, key employees or directors in operating as a public company;

•our ability to maintain the listing of Pinstripes Holdings Class A Common Stock and Warrants on the NYSE;

•geopolitical risk and changes in applicable laws or regulations;

•the possibility that we may be adversely affected by other economic, business, and/or competitive factors;

•our estimates of expenses and profitability;

•operational risk;

~~•the possibility that the COVID-19 pandemic, or another major disease, disrupt our business;~~ x

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•litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on our resources; and

•other risks and uncertainties indicated in this prospectus, including those under the heading “Risk Factors”, and other filings that have been made or will be made with the SEC by the Company, as applicable.

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 prospectus. Should one or more of these risks or uncertainties materialize, or should any of the assumptions made by us 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 we presently does not know or that we 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 matters addressed in this prospectus and attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this prospectus. We do not give any assurance that we will achieve our expectations. Investors and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which only speak as of the date made, are not a guarantee of future performance and are subject to a number of uncertainties, risks, assumptions and other factors, many of which are outside of our control. Except to the extent required by applicable law or regulation, we expressly disclaim any obligation and undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events. Stockholders should be aware that the occurrence of the events described in the section titled “Risk Factors” and elsewhere in this prospectus may adversely affect the Company.

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PROSPECTUS SUMMARY

This summary highlights selected information from this prospectus and does not contain all of the information that is important to you. You should read this entire document and the other documents to which we refer before you decide to invest in our securities. Unless the context indicates otherwise, references in this prospectus to the “Company,” “Pinstripes Holdings,” “we,” “us,” “our” and similar terms refer to Pinstripes Holdings, Inc. (f/k/a Banyan Acquisition Corporation) and its consolidated subsidiaries after the consummation of the Business Combination. References to “Banyan” refer to the predecessor company prior to the consummation of the Business Combination.

About Pinstripes Holdings

Pinstripes Holdings is an experiential dining and entertainment concept combining exceptional Italian-American cuisine with bowling, bocce, and private events. Our large-format community venues offer a winning combination of sophisticated fun for the consumer longing for human connectedness across generations, and we deliver a broad range of experiences, from a 300-person wedding in one of our many event spaces, to an intimate date night for two in one of our dining rooms, to a birthday party on our bowling lanes or bocce courts. This ability to offer curated and engaging experiences across a broad range of occasions enables us to generate revenue from numerous sources, including dining, bowling and bocce and private events and off-site events and catering.

As of ~~January~~October 513, 2024, 2024, we owned and operated 1517 restaurants in ~~nine~~ten states and Washington D.C., and employed approximately 21,~~000~~700 PinMembers. Subsequent to the end of the second quarter, we opened our 18th location in Walnut Creek, CA on November 15, 2024. We are highly disciplined in our site selection process, and we design and construct large-format locations that are each 26,000 to 38,000 square feet of interior space, plus additional outdoor patio space that includes outdoor dining, bocce courts, fire-pits and decorative fountains. Each location can host over 900 guests at a time, with dining capacity of approximately 300 guests, bar capacity of 75 guests, 11 to 20 bowling lanes, 6 to 12 indoor/outdoor bocce courts and multiple private event spaces that can accommodate groups of 20 to 1,000 guests. Our locations generated average unit volumes (“AUV”), as further defined below, of $8.6 million for the fiscal year ended April 3028, ~~2023~~2024, demonstrating the scale of our operating model and ability to tailor our space in bespoke ways. Our overall revenue growth over the past few years has primarily been driven by increases in same store sales and is expected in the future to be primarily driven by revenues from new location openings and increases in same store sales.

Recent Developments

~~Business~~Amended ~~Combination~~Oaktree Loan Agreement and Oaktree Tranche 2 Warrants

On December 29, 2023 (the “Oaktree Loan Closing Date”), weimmediately ~~consummated~~following ~~the~~consummation ~~previously~~of ~~announced~~the Business Combination, ~~pursuant~~Pinstripes toHoldings and the ~~Business~~registrant ~~Combination~~entered into the Oaktree Loan Agreement. Onwith ~~the~~Oaktree ~~Closing~~Fund ~~Date~~Administration, ~~Merger~~LLC, ~~Sub~~as ~~merged~~agent ~~with~~ and ~~into~~the ~~Pinstripes~~lenders party thereto (the “~~Merger”~~Lenders), providing for the Oaktree Tranche 1 Loan. In connection with ~~Pinstripes~~the ~~surviving~~closing of the ~~Merger~~Oaktree asTranche a1 ~~wholly-owned~~Loan, ~~subsidiary~~the ofLenders ~~Banyan~~were granted the Oaktree Tranche 1 Warrants.

InOn ~~connection~~September ~~with the Business Combination~~3, ~~among other things~~2024, ~~(i) Banyan was renamed “~~Pinstripes ~~Holdings~~, Inc.,” (ii“Pinstripes”), ~~each~~the ofCompany and the ~~then-issued~~other ~~and~~guarantors ~~outstanding~~party ~~shares~~thereto ofentered ~~Banyan~~into ~~Class~~the AAmended ~~Common~~Oaktree ~~Stock~~Loan Agreement, ~~other~~by ~~than~~and ~~the~~among ~~Vesting Shares~~Pinstripes, ~~continued~~the asCompany, athe ~~share~~other ofguarantors ~~Pinstripes~~party ~~Holdings~~thereto, ~~Class~~Oaktree AFund ~~Common~~Administration, ~~Stock~~LLC, ~~(iii)~~as ~~each~~agent ofand the ~~then-issued~~lenders ~~and~~from ~~outstanding~~time ~~shares~~to oftime ~~Banyan~~party ~~Class~~thereto B(the ~~Common~~“Oaktree ~~Stock,~~Lenders”). ~~other~~The ~~than~~Amended ~~the~~Oaktree ~~Vesting~~Loan ~~Shares,~~Agreement ~~converted~~provides, onamong ~~a one-for-one basis~~things, ~~into~~that: a(i) ~~share~~the ofOaktree ~~Pinstripes~~Lenders ~~Holdings~~have ~~Class~~the ~~A Common Stock~~option, ~~(iv)~~in ~~915,000~~their ofdiscretion ~~the~~to ~~Vesting~~fund ~~Shares~~additional ~~held~~loans byunder the ~~Sponsor~~Oaktree ~~Holders~~Tranche ~~converted,~~2 onLoan ~~a one-for-one basis, into shares~~ of ~~Pinstripes~~up ~~Holdings~~to ~~Series~~$50.0 ~~B-1~~million ~~Common~~in ~~Stock and~~any ~~915,000~~number of ~~the~~separate ~~Vesting~~drawings ~~Shares~~(rather ~~converted,~~than on$40.0 million in a ~~one-for-one~~single ~~basis,~~tranche ~~into~~as ~~shares~~was ofprovided ~~Pinstripes~~for ~~Holdings~~in ~~Series~~the ~~B-2~~Oaktree ~~Common~~Loan ~~Stock~~Agreement), (vii) ~~each~~the ~~then-issued~~Company ~~and~~is ~~outstanding~~obligated ~~whole~~to ~~warrant~~grant ~~exercisable~~additional ~~for~~Oaktree ~~one~~Tranche ~~share~~2 ofWarrants ~~Banyan~~on ~~Class~~any Aclosing ~~Common~~of ~~Stock~~a ~~become~~Oaktree ~~exercisable~~Tranche ~~for~~2 ~~one~~Loan ~~share~~equal ofto ~~Pinstripes~~the ~~Holdings~~product ~~Class~~of A2,912,500 ~~Common~~multiplied ~~Stock~~by atthe anquotient ~~exercise~~of ~~price~~(A) ofthe ~~$11.50~~total ~~per~~amount ~~share~~funded on ~~the~~such ~~terms~~Tranche ~~and~~2 ~~conditions~~Loan ~~set~~closing ~~forth~~date inby ~~the~~(B) ~~Warrant~~$50.0 ~~Agreement,~~million ~~and~~ (~~vi)~~rather ~~the~~than ~~Sponsor~~a ~~Holders~~single ~~forfeited~~additional anwarrant ~~aggregate~~exercisable offor 1,~~018~~900,~~750~~000 shares ofas ~~Banyan~~was ~~Common~~provided ~~Stock,~~for ~~which~~in ~~were~~the ~~re-issued~~Oaktree asLoan ~~Pinstripes~~Agreement), ~~Holdings~~and ~~Class~~(iii) Athe ~~Common~~Company ~~Stock~~shall toissue ~~certain~~any ~~investors~~Tranche in2 ~~Banyan~~Warrant ~~who~~in ~~agreed~~a ~~not~~form toconsistent ~~redeem~~with ~~their~~the ~~respective~~Oaktree ~~shares~~Warrant ofAmendment ~~Banyan~~described ~~Class~~below. AIn ~~Common Stock in~~ connection with ~~Banyan’s~~the ~~extension~~Amended ~~meeting~~Oaktree ~~held~~Loan ~~on April 21~~Agreement, ~~2023~~the Company and ~~also~~Oaktree ~~forfeited~~Capital ~~an additional aggregate of 1~~Management,~~242,975~~ ~~shares~~L.P. ofentered ~~Banyan~~into ~~Common~~Amendment ~~Stock as discussed further below~~No. ~~Additionally,~~1 to the ~~public~~Class ~~units~~A ofCommon ~~Banyan~~Stock ~~automatically~~Purchase ~~separated~~Warrants ~~into~~ (the ~~component~~“Oaktree ~~securities~~Warrant ~~upon consummation of the Business Combination and~~Amendment”), aswhich ~~a result, no longer traded as a separate security.~~

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~~Immediately~~eliminates ~~prior to~~ the ~~effective~~one-year ~~time~~lock-up ofrestriction ~~the~~(subject ~~Business~~to ~~Combination~~limited ~~(the~~exceptions) ~~“Effective~~that ~~Time”),~~had ~~each~~existed ~~outstanding~~in ~~share~~respect of ~~Pinstripes~~the ~~preferred~~2,912,500 ~~stock~~shares ~~(other~~of ~~than~~ the ~~Series~~Company’s IClass ~~Convertible~~A ~~Preferred~~Common Stock, asissuable ~~defined~~upon ~~below)~~exercise ~~automatically converted into shares~~ of ~~Pinstripes~~warrants ~~common~~issued ~~stock,~~by ~~par~~the ~~value~~Company ~~$0.01~~to ~~per~~Oaktree ~~share~~Capital ~~(“Pinstripes Common Stock”)~~Management, L.P. in ~~accordance~~connection with the ~~governing~~funding ~~documents~~ of ~~Pinstripes,~~the ~~and~~original ~~each~~Oaktree ~~warrant~~Tranche ~~and~~1 ~~convertible~~Loan ~~note~~under ofthe ~~Pinstripes~~Oaktree ~~was~~Loan ~~automatically~~Agreement ~~exercised~~(as ~~for,~~well oras ~~converted~~the ~~into,~~same ~~shares~~restriction ofthat ~~Pinstripes~~had ~~Common~~been ~~Stock.~~applicable Atto the ~~Effective~~transfer ~~Time, each share~~ of ~~Pinstripes~~the ~~Common~~warrants ~~Stock~~themselves). ~~(including~~Purusant asto ~~a result of~~ the ~~warrant~~Amended ~~exercises~~Oaktree ~~and~~Loan ~~convertible note conversions specified above~~Agreement, ~~but~~the ~~excluding~~Oaktree ~~any~~Lenders ~~dissenting~~funded ~~shares~~an ~~and~~Oaktree ~~cancelled~~Tranche ~~treasury~~2 ~~stock~~Loan ~~and shares of Pinstripes Common Stock issued~~ in ~~connection with~~ the ~~conversion~~amount of ~~the~~$3.0 ~~Series~~million Iand ~~Convertible~~the ~~Preferred~~Company ~~Stock~~agreed ~~(as~~to ~~defined~~grant ~~below)~~an ofOaktree ~~Pinstripes),~~Tranche ~~was~~2 ~~automatically~~Warrant ~~cancelled~~exercisable ~~and~~for ~~extinguished~~174,750 ~~and converted into the right to receive~~ shares of ~~Pinstripes~~the ~~Holdings~~Company’s Class A Common Stock, ~~determined in accordance with the Business Combination Agreement,~~ at an ~~exchange~~exercise ~~ratio~~price of ~~approximately 1~~$0.8501 ~~shares~~per ~~of Class A Common Stock for each~~ share, ofupon ~~Pinstripes Common Stock (~~the ~~“Exchange~~authorization ~~Ratio”).~~of Insuch ~~addition,~~issuance ~~the~~by ~~holders of~~ the ~~outstanding~~New ~~shares~~York ~~of Pinstripes Common~~ Stock ~~immediately~~Exchange. ~~prior~~The toprincipal ~~the~~payment ~~closing~~ of the ~~Business~~Oaktree ~~Combination~~Tranche ~~(excluding~~2 ~~holders~~Loan ofis ~~common~~due ~~stock~~at ~~issued~~maturity inon ~~connection~~December ~~with~~29, ~~the~~2028. ~~conversion~~Interest ofon the ~~Series~~Oaktree ITranche ~~Convertible~~2 ~~Preferred~~Loan ~~Stock~~accrues ofon ~~Pinstripes)~~a ~~received~~daily anbasis ~~aggregate~~calculated ofbased ~~2,500,000~~on ~~shares~~a ~~of Series B~~360-1day ~~Common~~year ~~Stock,~~at ~~2,500,000~~a ~~shares~~rate ofper ~~Series~~annum ~~B-2~~equal ~~Common~~to ~~Stock~~(i) ~~and~~12.5% ~~4,000,000~~payable ~~shares~~quarterly ~~of Series B-3 Common Stock,~~ in ~~each case~~arrears, ~~pro~~at ~~rata~~the ~~based upon each such holder~~Company’s ~~entitlement~~option toeither ~~consideration~~ in ~~connection~~cash ~~with~~or ~~the~~in ~~Merger.~~kind ~~The Pinstripes Holdings Class B Common Stock is~~ (subject to ~~the~~certain ~~vesting~~procedures and ~~forfeiture~~ conditions) ~~and~~prior ~~restrictions~~to onDecember ~~transfer~~31, as2024, ~~implemented in the Charter~~ and asthereafter ~~further~~solely ~~described~~ in ~~“Description of Securities.” In addition~~cash, ~~the~~plus ~~Sponsor~~(ii) ~~Holders~~7.5% ~~forfeited~~payable ~~1,242,975~~quarterly ~~shares~~in ~~of Banyan Common Stock~~arrears, ~~which~~at ~~shares were re-issued to holders of shares of Pinstripes Common Stock outstanding immediately prior to~~ the ~~Closing as Pinstripes Holdings Class A Common Stock, pro rata based upon each such holder~~Company’s ~~entitlement~~option, toeither ~~consideration~~ in ~~connection~~cash ~~with~~or ~~the~~in ~~Merger.~~kind ~~Further, each option~~ (~~whether~~subject ~~vested or unvested)~~ to ~~purchase~~certain ~~shares~~procedures ofand ~~Pinstripes~~conditions) ~~Common~~at ~~Stock~~all ~~that was outstanding as of immediately prior to the Effective Time was converted into an option to purchase a number of Pinstripes Holdings Class A Common Stock based on the Exchange Ratio~~times.

~~Each~~Amended ~~outstanding~~Silverview ~~share~~Loan ofAgreement Pinstripes Common Stock received upon conversion of Series I Convertible Preferred Stock of Pinstripes (the “Series I Convertible Preferred Stock”), including accrued dividends thereon, was automatically cancelled and ~~extinguished~~Silverview ~~and~~Tranche ~~converted~~3 ~~into~~Warrants the right to receive shares of Pinstripes Holdings Class A Common Stock determined in accordance with the Business Combination Agreement, based on an exchange ratio of approximately 2.6 shares of Pinstripes Holdings Class A Common Stock for each share of Pinstripes Common Stock. In addition, the Sponsor Holders forfeited 507,025 shares of Banyan Common Stock, which shares were re-issued to holders of the Series I Convertible Preferred Stock as Pinstripes Holdings Class A Common Stock, pro rata based upon each such holder’s entitlement to consideration in connection with the Merger.

~~Also~~On on December 29, 2023, immediately following ~~consummation of~~ the Business Combination, Pinstripes Holdings and the registrant entered into the Oaktree Loan Agreement with Oaktree Fund Administration, LLC, as agent (the “Agent”) and the lenders party thereto (the “Lenders), providing for the Oaktree Tranche 1 Loan. In connection with the closing of the Oaktree Tranche 1 Loan, the Lenders were granted the Oaktree Warrants. Also on December 29, 2023, immediately following the consummation of the Business Combination, Pinstripes borrowed an additional $5.0 million under the Silverview Loan Agreement, dated as of March 7, 2023 by and among ~~Pinstripes~~the ~~Holdings~~Company, ~~Inc.,~~ Silverview Credit Partners LP, and other institutional investors from time to time (as amended, supplemented, amended and restated or otherwise modified from time to time~~, the “Silverview Loan Agreement”~~).

~~The~~On ~~Pinstripes~~September ~~Holdings~~3, ~~Class~~2024, APinstripes, ~~Common~~the ~~Stock~~Company and ~~Public~~the ~~Warrants~~other ~~commenced~~guarantors ~~trading~~party onthereto entered into the ~~New~~Amended ~~York~~Silverview ~~Stock~~Loan ~~Exchange~~Agreement, (by and among Pinstripes, the ~~“NYSE”)~~Company, ~~under~~the other guarantors party thereto, Silverview, the ~~symbols~~Silverview ~~“PNST”~~Lenders and ~~“PNST~~other WSinstitutional investors party thereto from time to time. The Amended Silverview Loan Agreement provides for additional funds under the Silverview Tranche 3 Loan of up to $2.0 million,” ~~respectively~~made on September 3, 2024 and which matures on ~~January~~June 7, 2027. The Silverview Tranche 3 Loan bears an interest rate per annum equal to 15.00%. The Amended Silverview Loan Agreement provides that the Company shall pay a closing and origination fee in the aggregate amount equal to 3.00% of the Silverview Tranche 3 Loan and an exit fee in the aggregate amount equal to 2.50% of the Silverview Tranche 3 Term Loan. Additionally, ~~2024~~the Company agreed to issue the Silverview Tranche 3 Warrants, collectively exercisable for up to 29,292 shares of the Pinstripes Holdings Class A Common Stock, at an exercise price of $0.01 per share, upon the authorization of such issuance by the New York Stock Exchange.

The Business Combination has been accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Banyan was treated as the acquired company and Pinstripes was treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of Pinstripes Holdings 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 were stated at fair value, which approximated historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of Pinstripes.

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The rights of holders of Pinstripes Holdings Class A Common Stock and Pinstripes Holdings Class B Common Stock are governed by our Charter, our Bylaws, and the DGCL.

Corporate Information

Pinstripes was founded in 2007. Banyan was incorporated on March 10, 2021 for the purpose of consummating a business combination. Banyan completed its initial public offering of its units, common stock and warrants pursuant to a registration statement on Form S-1 declared effective by the SEC on January 19, 2022 (SEC File Nos. 333-258599 and 333-262248).

Pinstripes Holdings, Inc. is a Delaware corporation. Our principal executive offices are located at 1150 Willow Road Northbrook, IL 60062 and our telephone number at that address is (847) 480-2323. Our website is located at www.pinstripes.com. We do not incorporate the information contained on, or accessible through, our corporate website into this prospectus, and you should not consider it part of this prospectus. We have included our website address only as an inactive textual reference and do not intend it to be an active link to our website.

Emerging Growth Company and Smaller Reporting Company

The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies for up to five years or until we are no longer an emerging growth company. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We have elected not to opt out of such extended transition period, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, the consolidated financial statements may not be ~~comparable to those of companies that comply with new or revised accounting pronouncements as of public company effective dates.~~

We will remain an emerging growth company until the earlier of (1) the last day of the first fiscal year (a) following the fifth anniversary of the completion of Banyan’s IPO, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of the Pinstripes Holdings Class A Common Stock that is held by non-affiliates equals or exceeds $700 million as of the end of that year’s second fiscal quarter, and (2~~) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period.~~

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comparable to those of companies that comply with new or revised accounting pronouncements as of public company effective dates.

We will remain an emerging growth company until the earlier of (1) the last day of the first fiscal year (a) following the fifth anniversary of the completion of the IPO, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of the Pinstripes Holdings Class A Common Stock that is held by non-affiliates equals or exceeds $700 million as of the end of that year’s second fiscal quarter, and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our Common Stock held by non-affiliates equals or exceeds $250 million as of the end of that year’s second fiscal quarter and our annual revenues equaled or exceeded $100 million during such completed fiscal year, or (2) the market value of our Common Stock held by non-affiliates equals or exceeds $700 million as of the end of that year’s second fiscal quarter. This may also make comparison of us with other public companies more difficult.

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THE OFFERING

Issuer						Pinstripes Holdings, Inc. (f/k/a Banyan Acquisition Corporation).
Offering and Resale of Pinstripes Holdings Class A Common Stock
Issuance of Pinstripes Class A Common Stock
Shares of Pinstripes Holdings Class A Common Stock offered by the Selling Securityholders						Up to an aggregate of 204,042 shares of Pinstripes Holdings Class A Common Stock, which consist of:
Shares of Pinstripes Holdings Class A Common Stock offered						Up to (i) 12,075,000 shares of Pinstripes Holdings Class A Common Stock issuable upon exercise of Public Warrants and (ii) 11,910,000 shares of Pinstripes Class A Common Stock issuable upon exercise of Private Placement Warrants.
						(i) up to 174,750 shares of Pinstripes Holdings Class A Common Stock issuable upon exercise, at an exercise price of $0.01 per share, of the Oaktree Tranche 2 Warrants issued by Pinstripes Holdings to Oaktree, in connection with the Oaktree Tranche 2 Loan, pursuant to the Amended Oaktree Loan Agreement; and(ii) up to 29,292 shares of Pinstripes Holdings Class A Common Stock issuable upon exercise at an exercise price of $0.01 per share, of the Silverview Tranche 3 Warrants issued by Pinstripes Holdings to the Silverview Lenders, in connection with the Silverview Tranche 3 Loan, pursuant to the Amended Silverview Loan Agreement.
Shares of Pinstripes Holdings Class A Common Stock outstanding prior to exercise of Warrants						39,918,036 shares as of the close of business on January 22, 2024.
Shares of Pinstripes Holdings Class A Common Stock outstanding prior to exercise of Oaktree Tranche 2 Warrants and Silverview Tranche 3 Warrants						40,087,785 shares as of the close of business on December 16, 2024.
Shares of Pinstripes Holdings Class A Common Stock outstanding assuming exercise of all Warrants						63,903,036 shares (based on total shares outstanding as of the close of business on January 22, 2024).
Shares of Pinstripes Holdings Class A Common Stock outstanding assuming exercise of all Oaktree Tranche 2 Warrants and Silverview Tranche 3 Warrants						40,291,827 shares (based on total shares outstanding as of the close of business on December 16, 2024).
Exercise price of Warrants						$11.50 per share, subject to adjustment as described herein.
Use of proceeds						We will not receive any proceeds from the sale of shares of Pinstripes Holdings Class A Common Stock by the Selling Securityholders. We will receive any proceeds from the exercise of the Oaktree Tranche 2 Warrants and the Silverview Tranche 3 Warrants (if any) for cash, but not from the sale of the shares of Pinstripes Holdings Class A Common Stock issuable upon such exercise.
Use of proceeds						We will receive any proceeds from the exercise of the Warrants for cash, but not from the sale of the shares of Common Stock issuable upon such exercise. We expect to use the net proceeds from the exercise of the Warrants, if any, to facilitate the further growth of our business, including through the development of additional locations, and for general corporate purposes. We believe the likelihood that Warrant holders will exercise their Warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the trading price of the Pinstripes Holdings Class A Common Stock. As of the date of this prospectus, the trading price of the Pinstripes Holdings Class A Common Stock is substantially less than the $11.50 per share exercise price of the Warrants. For so long as the Warrants are “out of the money,” we believe holders of the Warrants will be unlikely to exercise their Warrants. There can be no assurance that the Warrants will be “in the money” prior to expiring, and thus we may never receive any proceeds from the exercise of such Warrants. Further, to the extent that the Warrants are exercised but on a “cashless basis,” the amount of cash we would receive from the exercise of Warrants, if any, would decrease. The Private Placement Warrants are exercisable on a cashless basis at any time and the Public Warrants are exercisable on a cashless basis in certain limited circumstances. See the section titled “Use of Proceeds.”
Risk Factors						See “Risk Factors” and the other information included in this prospectus for a discussion of factors you should consider before investing in our securities.
NYSE Ticker Symbols						“PNST” and “PNST WS,” for Pinstripes Holdings Class A Common Stock and the Warrants, respectively.

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SUMMARY RISK FACTORS

Summary of Risk Factors

You should consider all the information contained in this prospectus in deciding how to vote for the proposals presented in this prospectus. These risks are discussed more fully in the section entitled “Risk Factors” following this summary. If any of these risks actually occur, our business, financial condition or results of operations would likely be materially adversely affected. These risks include, but are not limited to, the following:

•the experiential dining and entertainment market in which we operate is highly competitive;

•our long-term success is highly dependent on our ability to successfully identify and secure appropriate locations and timely develop and expand our operations in existing and new markets;

•we have a substantial amount of indebtedness;

•there exists substantial doubt about our ability to continue as a going concern

•disruptions or delays we may encounter in the expansion and construction of our facilities;

•we may not be able to renew real property leases on favorable terms, or at all, and our landlords may not meet their financial obligations to us, either of which may require us to close a location or relocate;

•our business may be adversely impacted by changes in consumer discretionary spending and general economic conditions in our markets or declines in the popularity of bowling and bocce;

•shortages or interruptions in the supply or delivery of food products;

•increased labor costs or shortages;

•~~the COVID-19 pandemic has disrupted, and~~ future pandemics or natural disasters may disrupt, our business, results of operations and financial condition;

•we may not achieve our target development goals, aggressive development could cannibalize existing sales and new locations may not be successful or profitable;

•food safety and food-borne illness concerns may have an adverse effect on our business;

•damage to our reputation could negatively impact our business, financial condition and results of operations;

•our dependence on a small number of suppliers for the majority of our food ingredients;

•we depend on key executive management;

•our management has identified material weaknesses in ~~its~~our internal control over financial reporting and may identify additional material weaknesses in the future;

•we are subject to many federal, state and local laws with which compliance is both costly and complex;

•a liquid and established trading market may not develop for the Pinstripes Holdings Class A Common Stock;

•~~pursuant to~~ the ~~Director~~sales ~~Designation~~of ~~Agreement,~~such ~~Dale~~shares ~~Schwartz,~~being ~~our~~offered ~~Chairman~~in ~~and~~this ~~Chief Executive Officer~~prospectus, ~~has~~or the ~~right~~perception tothat ~~designate~~these asales ~~specified~~could ~~number~~occur, ofcould ~~directors~~cause ~~(initially four of seven) to~~ the ~~Pinstripes~~market ~~Holdings~~price ~~Board and will retain certain other governance rights so long as he continues to beneficially own a certain number~~ of ~~shares~~the of Pinstripes Holdings Class A Common Stock; to decline significantly;

•iffuture weinvestors ~~are~~in ~~unable~~our toCompany ~~satisfy~~may ~~our~~not ~~obligations~~experience as a ~~public~~rate ~~company,~~of wereturn ~~would~~similar ~~face~~to ~~possible~~certain ~~delisting,~~existing ~~which~~stockholders ~~would~~that ~~result~~purchased securities in the Company at a ~~limited~~price ~~public~~below ~~market~~the ~~for~~current ~~our~~trading ~~securities~~price;

•we have a substantial amount of indebtedness;

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•pursuant to the ~~Company~~Director isDesignation anAgreement, ~~“emerging~~Dale ~~growth~~Schwartz, ~~company”~~our ~~within~~Chairman, President and Chief Executive Officer, has the ~~meaning~~right to designate a specified number of directors (initially four of seven) to the ~~Securities~~Pinstripes ~~Act,~~Holdings Board and ~~this~~will ~~could~~retain ~~make~~certain ~~our~~other ~~securities~~governance ~~less~~rights ~~attractive~~so long as he continues to ~~investors~~beneficially own a certain number of shares of Pinstripes Holdings Class A Common Stock, and his interests may conflict with ours or our stockholders’ in the future;

•aif ~~portion~~we ofare ~~our~~unable ~~total~~to ~~outstanding~~satisfy ~~shares~~our ~~are~~obligations ~~restricted~~as ~~from~~a ~~immediate~~public ~~resale~~company, ~~but~~we ~~may~~would beface ~~sold~~possible ~~into~~delisting, ~~the~~which ~~market~~would result in ~~the~~a ~~near~~limited ~~future~~public market for our securities; ~~and~~

•~~the~~we ~~Company’s~~are ~~business~~an “emerging growth company” and ~~operations~~a ~~could~~“smaller bereporting ~~negatively~~company” ~~affected~~within ifthe itmeaning ~~becomes~~of ~~subject~~the toSecurities ~~any~~Act, and this could make our securities ~~litigation~~less orattractive ~~stockholder~~to ~~activism.~~investors;

•if we are unable to satisfy our obligations as a public company, we would face possible delisting, which would result in a limited public market for our securities;

•a portion of our total outstanding shares were restricted from immediate resale but may be now sold into the market in the near future; and

•our business and operations could be negatively affected if we become subject to any securities litigation or stockholder activism.

You should carefully consider the risks described below, together with all of the other information included in this prospectus, before making an investment decision. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances may have an adverse effect on our business, cash flows, financial condition and results of operations. You should also carefully consider the following risk factors in addition to the other information included in this prospectus, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements.” We may face additional risks and uncertainties that are not presently known to them, or that they currently deem immaterial, which may also impair their respective businesses or financial condition.

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RISK FACTORS

~~You~~We are subject to various risks that may materially harm our business, prospects, financial condition and results of operations. Before making an investment decision, you should carefully consider the risks described below, together with ~~all of~~ the other information included in this prospectus~~, before making an investment decision~~. Unless the context otherwise requires, any reference in the below subsection of this prospectus to the “Company,” “we,” “us,” “our” and “Pinstripes” refers to Pinstripes, Inc. and its consolidated subsidiaries prior to the consummation of the Business Combination and to Pinstripes Holdings following the consummation of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability of Pinstripes Holdings to realize the anticipated benefits of the Business Combination, and may have an adverse effect on the business, cash flows, financial condition and results of operations of Pinstripes Holdings. You should also carefully consider the following risk factors in addition to the other information included in this prospectus, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements.” We may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair our businesses or financial condition.

Risks Related to Our Business and Operations

Our market is highly competitive. We may not be able to compete favorably in the highly competitive out-of-home and home-based entertainment and dining markets, which could adversely affect our business, results of operations and financial condition.

The experiential dining and entertainment market in which we operate is highly competitive. A substantial number of national and regional chains and independently owned restaurants and entertainment providers compete with us for customers, locations and qualified management and other staff. We also compete for corporate events, social events and other engagements, such as weddings and birthday parties, at our locations. Competitors include (i) providers of out-of-home entertainment, including other dining and entertainment businesses; (ii) other localized attraction facilities, including movie theaters, sporting events, bowling alleys, pickleball courts and nightclubs; and (iii) other private events venues, such as hotels and banquet facilities. Many of the entities operating these businesses are larger and have significantly greater financial resources, a greater number of locations, have been in business longer, have greater name recognition and are better established in the markets where our locations are situated or are planned to be situated. As a result, they may be able to invest greater resources than we can in attracting customers and succeed in attracting customers who would otherwise come to our locations. We also face competition from local establishments that offer entertainment experiences similar to ours and restaurants that are highly competitive with respect to price, quality of service, location, ambience and type and quality of food. Any efforts we may undertake to expand our entertainment offerings in order to increase our competitiveness in the out-of-home entertainment market may not be successful. We also face competition from increasingly sophisticated home-based forms of entertainment, such as internet and video gaming, home movie delivery and home food delivery. Our failure to compete favorably in these competitive markets could adversely affect our business, results of operations and financial condition.

Our long-term growth is dependent on our ability to successfully identify and secure appropriate locations and timely develop and expand our operations in existing and new markets.

One of the key means of achieving our growth strategies will be through opening and operating new locations in the United States on a profitable basis for the foreseeable future. As of ~~January~~October 2213, 2024, we had 1517 existing operational locations. On November 15, we opened our 18th location in Walnut Creek, CA. and we currently plan to open ~~four~~one additional new locations in ~~the remainder of~~ fiscal ~~2024~~year 2025. To accomplish these goals, we must identify appropriate markets where we can enter or expand, taking into account numerous factors such as the location of our current locations, demographics, traffic patterns and information gathered from our experience. We may not be able to open our planned new locations within budget or on a timely basis, if at all, given the uncertainty of these factors, which could adversely affect our business, financial condition and results of operations. Additionally, as we operate more locations, our rate of expansion relative to the size of our location base will eventually decline.

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The number and timing of new locations opened during any given period may be negatively impacted by a number of factors including, without limitation:

•the identification and availability of attractive sites for new locations and the ability to negotiate suitable lease terms;

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•recruitment and training of qualified personnel in local markets;

•our ability to obtain all required governmental permits, including zonal approvals, on a timely basis;

•our ability to control construction and development costs of new locations;

•competition in new markets, including competition for appropriate sites;

•the failure of ~~the~~ landlords and real estate developers to timely deliver real estate to us;

•the proximity of potential sites to an existing locations, and the impact of cannibalization on future growth; and

•the cost and availability of capital to fund construction costs and pre-opening expenses.

Further, we may not correctly analyze the suitability of a location or anticipate all of the challenges imposed by expanding our operations, and the lack of development and overall decrease in commercial real estate due to the current macroeconomic downturn may lead to increased costs for commercial real estate. In addition, as has happened when other experiential dining and entertainment concepts have tried to expand, we may find that our concept has limited appeal in new markets or we may experience a decline in the popularity of our concept in the markets in which we operate. If we ~~don’t~~do not timely open new locations, including those under construction and scheduled to open in ~~the remainder of~~ fiscal year ~~2024~~2025, or if we are unable to otherwise expand in existing markets or profitably penetrate new markets, our ability to meet our growth expectations or otherwise increase our revenues and profitability may be materially harmed or we may face losses.

We may encounter disruptions or delays in the construction of our facilities, which may impair our ability to grow.

We are subject to several risks in connection with the construction of our facilities, including the availability and performance of engineers and contractors, suppliers, and consultants, the availability of funding and the receipt of required governmental approvals, licenses and permits, which could be delayed. We have previously experienced delays related to the opening of certain of our existing locations and it is possible we may experience similar delays in the future. As of ~~January~~October 2213, 2024, we ~~have~~had ~~four~~two locations under construction and planned for opening ~~through~~in fiscal ~~2024~~2025. On November 15, we opened our 18th location in Walnut Creek, CA. We are starting construction on three additional locations in fiscal 2025 and expect the locations to be opened by the end of fiscal 2026. Any delay in the performance of any one or more of the contractors, suppliers, consultants, or other persons on whom we are dependent in connection with our construction activities, a delay in or failure to receive the required governmental approvals, licenses and permits in a timely manner or on reasonable terms, or a delay in or failure in connection with the completion and successful operation of the operational elements in connection with construction could delay and negatively affect our ability to meet our growth expectations or otherwise increase our revenues and profitability. In addition, certain of our construction contracts and leases contain co-tenancy provisions that may limit our ability to open newly constructed locations if construction related to our co-tenants’ facilities has not finished. ~~Our~~We ~~forecasts~~ currently anticipate higher revenues in the first and second years of operations for certain of our locations under construction compared to our historical first and second year revenues following the openings of our existing locations, due to the forecasted foot traffic we expect to have at such locations and the anticipation that the new locations will allow us to operate outdoors all year ~~around~~round.

There can be no assurance that current or future construction plans implemented by us will be successfully completed on time, within budget and without design defect, that the necessary personnel and equipment will be available in a timely manner or on reasonable terms to complete construction projects successfully, that we will be able to obtain all necessary governmental approvals, licenses and permits, or that the completion of the construction, the start-up costs and the ongoing operating costs will not be significantly higher than anticipated by us. Any of the foregoing factors could adversely impact our operations and financial condition.

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Fixed rental payments account for a significant portion of our operating expenses, which increases our vulnerability to general adverse economic and industry conditions and could limit our operating and financial flexibility.

Payments under our operating leases account for a significant portion of our operating expenses. For example, total rental payments under operating leases were approximately $25.5 million, or 23% of our total revenues in fiscal 2023 and were $1128.82 million, or 24% of our total revenues, in ~~the first twenty-four weeks of~~ fiscal 2024. In addition, as of ~~January~~April 1728, 2024, we were a party to operating leases requiring future minimum lease payments of approximately $~~121~~106.23 million in the aggregate through the next five years and approximately $~~128~~85.9 million in the aggregate thereafter, inclusive of interest (see Note 9). We expect that we will lease any new locations we open under operating leases. Our substantial operating lease obligations could have significant negative consequences, including:

•increasing our vulnerability to general adverse economic and industry conditions;

•limiting our ability to obtain additional financing;

•requiring a substantial portion of our available cash to be applied to pay our rental obligations, thus reducing cash available for other purposes;

•limiting our flexibility in planning for or reacting to changes in our business or the industry in which we compete; and

•placing us at a disadvantage with respect to our competitors.

We depend on cash flow from operations to pay our lease obligations and to fulfill our other cash needs. If our business does not generate sufficient cash flow from operating activities and sufficient funds are not otherwise available to us from borrowings under bank loans or from other sources, we may not be able to service our operating lease obligations, grow our business, respond to competitive challenges or fund our other liquidity and capital needs.

We may not be able to renew real property leases on favorable terms, or at all, and our landlords may not meet their financial obligations to us, either of which may require us to close a location or relocate and could adversely affect our business, results of operations and financial condition.

All locations operated by us as of ~~January~~October 2213, 2024 ~~are~~were operated on leased property. The leases typically provide for a base rent plus costs associated with maintenance and taxes and, in some instances, provide for the respective landlord to receive a percentage of the gross receipts above a certain threshold earned at the location governed by such lease. In the event we decide not to renew a lease at a specific location, prior written notice to the landlord is required pursuant to the timeframes prescribed in our various leases. A decision not to renew a lease for a location could be based on a number of factors, including, without limitation, an assessment of the area in which the location is situated and the nature and quality of nearby tenants. In addition, macroeconomic conditions, among other factors, may cause our landlords to be unable to obtain financing or remain in good standing under their existing financing arrangements, resulting in failures to pay required tenant improvement allowances or satisfy other lease covenants to us. We may choose not to renew, or may not be able to renew, certain of such existing leases, including if the capital investment then required to maintain the location is not justified by the return on the required investment. If we are not able to renew the leases at rents that allow such locations to remain profitable as their terms expire, the number of such locations may decrease, resulting in lower revenue from operations, or we may relocate a location (with the precise destination of such new location potentially being subject to restrictive covenants or non-compete provisions contained in certain leases), which could subject us to construction and other costs and risks, including, without limitation, the accelerated repayment of the outstanding balances of any applicable promissory notes or landlord-provided allowances and/or loans. In either case, our business, results of operations and financial condition could be adversely affected.

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Increased food commodity and energy costs could decrease our location-level operating profit margins or cause us to limit or otherwise modify our menu, which could adversely affect our business, results of operations and financial condition.

Our profitability depends in part on our ability to anticipate and react to changes in the price and availability of food commodities. Prices may be affected due to market changes, increased competition, the general risk of inflation, shortages or interruptions in supply due to weather, disease or other conditions beyond our control, or other reasons. For example, since 2020, food and other commodity prices have been increasing at a rate higher than that of the recent historical inflation rate. Among other factors, COVID-19 and Russia’s invasion of Ukraine ~~have~~ caused significant supply chain disruptions, which ~~have~~ resulted in changes in the price or availability of certain food products. Other events could increase commodity prices or cause shortages that could affect the cost and quality of the items we buy or require us to further raise prices or limit our menu options. Additionally, the commodity markets will likely continue to increase over time if global warming trends continue and may also become volatile due to climate change and climate conditions, all of which are beyond our control and, in many instances, are extreme and unpredictable (such as more frequent and/or severe fires and hurricanes). Increases in commodity costs, combined with other more general economic and demographic conditions, could impact our pricing and negatively affect our location sales and location-level operating profit margins. From time to time, competitive conditions could limit our menu pricing flexibility. In addition, macroeconomic conditions could make additional menu price increases imprudent. There can be no assurance that future cost increases can be offset by increased menu prices or that increased menu prices will be fully absorbed by our customers without any resulting change to their visit frequencies or purchasing patterns. In addition, there can be no assurance that we will generate same location sales growth in an amount sufficient to offset inflationary or other cost pressures.

Our profitability also is adversely affected by increases in the price of utilities, such as natural gas, ~~electric,~~electricity and water, whether as a result of inflation, shortages or interruptions in supply, or otherwise. Our ability to respond to increased costs by increasing prices or by implementing alternative processes or products will depend on our ability to anticipate and react to such increases and other more general economic and demographic conditions, as well as the responses of our competitors and customers. All of these changes may be difficult to predict, and many of these risks are beyond our control. Any resulting increased costs for food commodities or energy could adversely affect our business, results of operations and financial condition.

Changes in the cost of labor could harm our business.

Increases in wage and benefits costs, including as a result of increases in minimum wages and other governmental regulations affecting labor costs, may significantly increase our labor costs and operating expenses and make it more difficult to fully staff our restaurants. From time to time, legislative proposals are made to increase the minimum wage at the United States federal, state, and local levels, such as recent minimum wage increases in Cook County, Illinois and the City of Chicago, which came effective July 1, 2023, and California Assembly Bill No. ~~257~~1228, ~~the~~which ~~Fast~~was ~~Food~~signed ~~Accountability~~into ~~and~~law ~~Standards~~in ~~Recovery~~September ~~Act,~~2023 and which ~~passed~~increases inthe ~~September 2022~~state’s ~~and~~minimum ~~which~~wage ~~proposes~~and tocreates ~~create~~ a council to set, ~~among other things,~~ minimum wages and recommend regulations to address working ~~condition~~conditions ~~standards~~and other matters in the broadly defined fast food industry. ~~Other measures, such as the proposed New York State Assembly Bill No. A1710A, seek to phase out the usage of a subminimum wage for restaurant workers.~~ Because we employ a large workforce, any wage increases and/or expansion of benefits mandates will have a particularly significant impact on our labor costs. In addition, our suppliers, distributors, and business partners may be similarly impacted by wage and benefit cost inflation. For example, in April 2024, New York City ~~recently~~announced ~~instituted~~ an increase in the minimum wage for ~~delivery workers that deliver on behalf of third~~app-~~party~~based food delivery ~~services,~~workers ~~which~~that iswould ~~currently~~be ~~being~~effective ~~challenged~~immediately byand ~~certain~~fully ~~third~~phased-~~party~~in ~~delivery~~on ~~apps~~April 1, 2025. If such trends continue, our suppliers, distributors, and business partners may increase their prices for goods and services in order to offset their increasing labor costs.

In addition, Chicago has implemented a “fair workweek” ordinance, which requires food service employers to provide employees with specified notice in scheduling changes and pay premiums for changes made to employees’ schedules, among other requirements. Similar legislation may be enacted in other jurisdictions in which we operate, and in jurisdictions where we may enter in the future, and such regulatory structures, in turn, could result in missed corporate opportunities due to diverted management attention, as well as increased costs, both in terms of ongoing compliance and resolution of alleged violations. Such regulations are often complex to administer and have evolved over time and may continue to do so.

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compliance and resolution of alleged violations. Such regulations are often complex to administer and have evolved over time and may continue to do so.

Our inability to identify qualified individuals for our workforce could slow our growth and adversely impact our ability to operate our locations.

We believe that our success depends in part upon our ability to attract, motivate and retain a sufficient number of qualified managers and team members to meet the needs of our existing locations and to staff new locations. A sufficient number of qualified individuals to fill these positions and qualifications may be in short supply in some geographic areas. Competition in those areas for qualified team members could require us to pay higher wages and provide greater benefits, especially in times of robust regional or national economic conditions. Any inability to recruit and retain qualified individuals may result in higher turnover and increased labor costs and could compromise the quality of our service, all of which could adversely affect our business, results of operations and financial condition. ~~Any~~These ~~such~~factors ~~inability~~ could also delay the planned openings of new locations and could adversely impact our existing locations. Any such inability to retain or recruit qualified team members, increased costs of attracting qualified employees or delays in locations openings could adversely affect our business, results of operations and financial condition.

The COVID-19 pandemic created staffing complexities for us and other restaurant operators and, on March 15, 2020, as a result of the pandemic, all operations at our locations operating at the time were temporarily suspended. We have since reopened all of our locations in a new environment, filled with increased complexity for our employees and managers, a decreased applicant pool for all positions, safety concerns and ongoing staff call-outs and exclusions due to illness. Despite the removal of COVID-19 restrictions, there remains an aggressive competition for talent, wage inflation and pressure to improve benefits and workplace conditions to remain competitive, and the pandemic perpetuated an ongoing labor shortage and heightened labor relations issues. Due to future pandemics or natural disasters, we could experience a further shortage of labor and decrease in the pool of available qualified talent for key functions. Our existing wages and benefits programs, combined with the challenging conditions remaining after the COVID-19 pandemic, the volatile macroeconomic environment and the highly competitive wage pressure resulting from the current labor shortage, may be insufficient to attract and retain the best talent.

Furthermore, maintaining appropriate staffing and hiring and training new staff requires precise workforce planning, which has become more complex due to, among other things:

•significant staffing and hiring issues in the restaurant industry throughout the country, which were exacerbated by the COVID-19 pandemic;

•laws related to wage and hour violations or predictive scheduling, such as “fair workweek” or “secure scheduling” ordinances in certain geographic areas where we operate;

•low levels of unemployment, which ~~has~~have resulted in aggressive competition for talent, wage inflation, and pressure to improve benefits and workplace conditions to remain competitive; and

•the so-called “great resignation” trend.

Our failure to recruit and retain new employees in a timely manner or higher employee turnover levels all could affect our ability to open new locations and grow sales at existing locations, and we may experience higher than projected labor costs.

~~The~~Changes ~~COVID-19~~in ~~pandemic~~economic ~~had~~conditions acould ~~material~~materially ~~adverse~~affect ~~impact on~~ our business, ~~results of operations, liquidity and~~ financial condition. ~~Future~~and ~~outbreaks~~results of ~~COVID-19, other contagious diseases or other adverse public health developments in the United States or worldwide could have similar impacts on our business~~operations.

~~The~~Any ~~COVID-19~~significant ~~pandemic~~decrease ~~had~~in aconsumer ~~material~~confidence, ~~adverse~~or ~~impact~~periods onof ~~our~~economic ~~business~~slowdown or recession and ~~results~~higher inflation rates, could lead to a curtailing of ~~operations~~discretionary spending, which in ~~fiscal~~turn ~~2020~~could reduce our revenues and ~~2021~~results of operations. AtOur ~~the~~business ~~peak~~is ofdependent ~~the~~upon ~~COVID-19~~consumer ~~outbreak~~discretionary inspending ~~fiscal~~and ~~2021~~therefore, is affected by consumer confidence as awell ~~result~~as the future performance of the ~~pandemic~~economy. As a result, ~~all~~our results of operations atare ~~our~~susceptible ~~locations~~to ~~were~~economic ~~temporarily~~slowdowns ~~suspended~~and recessions. AsJob ~~our~~losses, ~~locations~~home ~~re-opened~~foreclosures, ~~following~~investment ~~approximately~~losses ~~four months~~in ofthe ~~closure~~financial markets, wepersonal ~~experienced~~bankruptcies, ~~comparable~~credit ~~store~~card ~~sales~~debt ~~declines~~and home mortgage and ~~reduced~~other ~~revenues~~borrowing ~~compared~~costs, declines in housing values, reduced access to ~~pre-pandemic~~credit, ~~operations~~adverse economic or market conditions due to inflation and long-term changes in

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~~modified~~consumer ~~operating~~behavior ~~hours,~~resulting ~~occupancy~~from ~~restrictions~~a ~~and~~resurgence ~~reduced~~of ~~customer~~COVID-19 ~~traffic.~~or ~~Specifically,~~the ~~our~~emergence ~~revenue~~of ~~decreased~~another ~~from~~unforeseen ~~approximately~~pandemic, ~~$66.1~~amongst ~~million~~other infactors, ~~fiscal~~may ~~2020~~result ~~to $25.0 million~~ in ~~fiscal~~lower ~~2021.~~levels Itof ~~remains~~customer ~~difficult~~traffic toin ~~predict~~our ~~future outbreaks~~locations, ~~including~~a ~~new~~decline ~~variants~~in ofconsumer ~~COVID-19~~confidence orand ~~similar~~a ~~public~~curtailing ~~health~~of ~~threats,~~consumer ~~their~~discretionary ~~impact~~spending. onWe ~~our~~believe ~~business~~that orconsumers ~~the~~generally ~~broader~~are ~~economy,~~more ~~how~~willing ~~consumer~~to ~~behavior~~make ~~may~~discretionary ~~change~~purchases ~~and~~during ~~whether~~periods ~~such~~in ~~changes~~which ~~would~~favorable beeconomic ~~temporary~~conditions ~~or permanent~~prevail. ~~Additionally,~~If ~~prolonged~~economic ~~volatility~~conditions orworsen, ~~significant~~we ~~disruption~~could ofsee ~~global~~deterioration ~~financial~~in ~~markets~~customer ~~due~~traffic toor a ~~resurgence~~reduction ofin ~~COVID-19 or~~ the ~~emergence~~average ofamount ~~another~~customers ~~unforeseen~~spend ~~pandemic~~in ~~could have a negative impact on~~ our ~~ability~~locations. toThis ~~access~~could ~~capital~~result ~~markets~~in ~~and~~a ~~other~~reduction ~~funding~~of ~~sources,~~staff ~~on acceptable terms or at all~~levels, ~~and~~changes ~~impede~~to our ~~ability~~hours toof ~~comply~~operation, ~~with~~asset ~~debt~~impairment ~~covenants~~charges orand ~~our~~potential ~~ability~~location toclosures, ~~obtain~~on ~~additional~~a ~~waivers~~temporary or ~~amendments,~~a ifpermanent ~~necessary~~basis, ~~and~~as wewell ~~could~~as ~~also~~a ~~incur~~deceleration ~~additional impairment charges~~ of ~~our~~new ~~long-lived~~location ~~assets~~openings, ~~goodwill~~any orof ~~other intangibles,~~ which ~~may~~could ~~have~~adversely ~~a significant or material~~ impact on our ~~financial~~revenues and results of operations.

Changes in economic conditions could materially affect our business, financial condition and results of operations.

Any significant decrease in consumer confidence, or periods of economic slowdown or recession and higher inflation rates could lead to a curtailing of discretionary spending, which in turn could reduce our revenues and results of operations. Our business is dependent upon consumer discretionary spending and, therefore, is affected by consumer confidence as well as the future performance of the economy. As a result, our results of operations are susceptible to economic slowdowns and recessions. Job losses, home foreclosures, investment losses in the financial markets, personal bankruptcies, credit card debt and home mortgage and other borrowing costs, declines in housing values, reduced access to credit, adverse economic or market conditions due to inflation and long-term changes in consumer behavior resulting from a resurgence of COVID-19 or the emergence of another unforeseen pandemic, amongst other factors, may result in lower levels of customer traffic in our locations, a decline in consumer confidence and a curtailing of consumer discretionary spending. We believe that consumers generally are more willing to make discretionary purchases during periods in which favorable economic conditions prevail. If economic conditions worsen, we could see deterioration in customer traffic or a reduction in the average amount customers spend in our locations. This could result in a reduction of staff levels, changes to our hours of operation, asset impairment charges and potential location closures, on a temporary or a permanent basis, as well as a deceleration of new location openings, any of which could adversely impact our revenues and results of operations.

Damage to our reputation could negatively impact our business, financial condition and results of operations.

Our reputation and the quality of our brand are critical to our business and success. We must protect and grow the value of our brand in order for us to continue to be successful. Any incident that erodes our reputation or consumer perception of our brand could significantly reduce its value and damage our business.

We may be adversely affected by any negative publicity, regardless of its accuracy, including with respect to:

•food safety concerns, including food tampering or contamination;

•food-borne illness incidents;

•the safety of the food commodities we use;

•customer injury and the perceived safety of our entertainment offerings;

•security breaches of confidential customer or employee information;

•employment-related claims relating to alleged employment discrimination, wage and hour violations, labor standards or healthcare and benefit issues; or

•government or industry findings concerning our locations, or restaurants operated by other ~~foodservice~~food service providers or others across the food industry supply chain.

Also, there has been an increase in the use of social media and other platforms for online communications that provide individuals with access to a broad audience of consumers and other interested persons. Any negative publicity may be amplified by the use of platforms that enable guests to review our entertainment offerings, restaurants and food, such as TripAdvisor and Yelp, among others. The availability of information on social media and other online communications platforms, and the impact of such information, can be virtually immediate. Many social media and other communications platforms immediately publish the content their subscribers, and participants can post often without filters or checks on the accuracy of the content posted. The opportunity for dissemination of information, including inaccurate information, is seemingly limitless and readily available. Information concerning us may be posted on such platforms at any time. Information posted may be adverse to our interests or may be inaccurate, each of which may harm our performance, prospects or business. The harm may be immediate without affording us an opportunity for redress or correction.

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restaurants and food, such as TripAdvisor and Yelp, among others. The availability of information on social media and other online communications platforms, and the impact of such information, can be virtually immediate. Many social media and other communications platforms immediately publish the content their subscribers and participants can post, often without filters or checks on accuracy of the content posted. The opportunity for dissemination of information, including inaccurate information, is seemingly limitless and readily available. Information concerning our Company may be posted on such platforms at any time. Information posted may be adverse to our interests or may be inaccurate, each of which may harm our performance, prospects or business. The harm may be immediate without affording us an opportunity for redress or correction.

Ultimately, the risks associated with any such negative publicity or incorrect information cannot be completely eliminated or mitigated and may materially harm our reputation, business, results of operations and financial condition.

Food safety and food-borne illness incidents may have an adverse effect on our business by not only reducing demand but also increasing operating costs.

Food-borne illnesses and other food safety issues have occurred in the food industry in the past and could occur in the future. A negative report or negative publicity, whether related to one of our locations or to a competitor in the industry, may have an adverse impact on demand for our food and could result in decreased customer traffic to our locations, including as a result of a decrease in event bookings. A decrease in customer traffic to our locations as a ~~result of these health concerns or negative publicity could materially harm our reputation, business, results of operations and financial condition.~~

Furthermore, our reliance on third-party food suppliers and distributors increases the risk that food-borne illness incidents could be caused by factors outside of our control and that multiple locations would be affected rather than a single location. We cannot assure you that all food items will be properly maintained during transport throughout the supply chain, that such food items have not been tampered with and that our employees will identify all products that may be spoiled and should not be used in our locations. If our customers become ill from food-borne illnesses, we could be forced to temporarily close some locations. Furthermore, any instances of food contamination, whether or not at our locations, could subject us or our suppliers to a food recall pursuant to provisions enacted by the United States Food and Drug Administration’s (the “FDA”). 12

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result of any such health concerns or negative publicity could materially harm our reputation, business, results of operations and financial condition.

Shortages or interruptions in the supply or delivery of food products or other supplies could adversely affect our business, results of operations and financial condition.

We are dependent on frequent deliveries of food products and other supplies that meet our specifications. Shortages or interruptions in the supply of these products caused by problems in production or distribution, inclement weather, unanticipated demand or other conditions have adversely affected in the past, and could adversely affect in the future, the availability, quality and cost of ingredients, which would adversely affect our business, results of operations and financial condition.

We have one principal supplier and a limited number of other suppliers and distributors for our food products and other supplies. If our suppliers or distributors are unable to fulfill their obligations under our arrangements with them, we could encounter supply shortages and incur higher costs.

We depend on Sysco Corporation (“Sysco”) as our principal supplier of food products and on Edward Don & Company (“Edward Don”) as our principal supplier of restaurant equipment and supplies and have a limited number of other suppliers and distributors for our food products and other supplies,. ~~and~~The ~~the~~ cancellation of our arrangements with these suppliers or distributors or the disruption, delay or inability of these suppliers or distributors to deliver such products to our locations may adversely affect our business, results of operations and financial condition while we establish alternative distribution channels. Our current Master Services Agreement with Sysco, dated January 1, 2023 (the “Master Services Agreement”), has a three-year term and may be terminated upon the earlier of (1) ninety ~~(90)~~ days written notice by either Sysco or ~~Pinstripes~~us for a breach by the other party of any material provision of the Master Services Agreement, unless such breach is cured within such ninety ~~(90)~~ day period, (2) immediately by Sysco if ~~Pinstripes~~we ~~fails~~fail to pay any amounts due to Sysco or if Sysco determines, in its sole judgment, that circumstances exist that will materially affect ~~Pinstripes’~~our ability to meet ~~its~~our financial obligations as they come due or (3) upon not less than sixty days written notice by Sysco if it determines that certain of our assumptions under the Master Services Agreement are not materially met. Our current Distribution Agreement with Edward Don, dated April 18, 2024, has an initial five-year term and is automatically renewable for successive one year periods unless either party gives the other ninety days written notice of its intent not to renew.

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(3) upon not less than sixty (60) days written notice by Sysco if it determines that certain of Pinstripes’ assumptions under the Master Services Agreement are not materially met. Our current Distribution Agreement with Edward Don, dated May 17, 2010, had an initial three-year term and is automatically renewable for successive one year periods unless either party gives the other 90 days written notice of its intent not to renew.

In addition, if our suppliers or distributors fail to comply with food safety or other laws and regulations, or face allegations of non-compliance, their operations may be disrupted. A labor strike at our suppliers or distributors could also cause their operations to be disrupted or delayed. We cannot assure you that we would be able to find replacement suppliers or distributors on commercially reasonable terms or on a timely basis, if at all.

If our suppliers or distributors are unable to fulfill their obligations under their contracts orand we are unable to identify alternative sources, we could encounter supply shortages and incur higher costs, each of which could adversely affect our business, results of operations and financial condition.

Our procurement of bowling and other equipment is dependent upon a few suppliers.

Our ability to continue to procure bowling and other equipment for our existing and future locations is important to our business strategy. The number of suppliers from which we can purchase such equipment is limited. To the extent that the number of suppliers declines, we could be subject to the risk of distribution delays, pricing ~~pressure, lack of innovation and other associated risks, which could adversely affect our business, results of operations and financial condition.~~

~~Local conditions, events, adverse weather conditions and natural disasters could adversely affect our business.~~ 13

~~Certain~~Table of the regions in which our locations are located have been, and may in the future be, subject to adverse local conditions, events, adverse weather conditions, or natural disasters, such as earthquakes, floods and hurricanes. Depending upon its magnitude, a natural disaster could severely damage our locations, which could adversely affect our business, results of operations or financial condition. Our property and business interruption insurance may not be sufficient if there is a major disaster. In addition, upon the expiration of our current insurance policies, adequate insurance coverage may not be available at reasonable rates, or at all. Contents

pressure, lack of innovation and other associated risks, which could adversely affect our business, results of operations and financial condition.

Our expansion into new markets may present increased risks due to our unfamiliarity with the area.

Some of our new locations will be situated in areas where we have little or no meaningful experience. Locations we open in new markets may take longer to reach expected sales and profit levels on a consistent basis, may be less profitable on average than our existing locations and may have higher construction, occupancy or operating costs than locations we open in existing markets. New markets may have competitive conditions, consumer tastes and discretionary spending patterns that are more difficult to predict or satisfy than our existing markets. We may need to make greater investments in advertising and promotional activity or alter our marketing strategies in new markets to build brand awareness. We may find it more difficult in new markets to hire, motivate and keep qualified employees who share our values. As a result, these new locations may be less successful or may achieve target location-level operating profit margins at a slower rate, if ever. If we do not successfully execute our plans to enter new markets or do not do so in a cost-effective manner, our business, results of operations and financial condition could be adversely affected.

As part of our growth strategy, we may pursue growing our business internationally, and the risks of doing business internationally could increase our costs, reduce our profits or disrupt our business.

As part of our growth strategy, we may pursue opening locations internationally. We currently have no international locations, and as a result, we have no experience operating our business in international markets. Our ability to expand internationally will depend on the acceptance of our dining and entertainment concept in non-U.S. markets and on the adoption of consumer trends away from traditional brick-and-mortar retailers towards experiential shopping environments in such non-U.S. markets. It will also depend on the availability of high-quality real estate in international markets and our ability to lease property on terms acceptable to us. In addition, if we expand internationally, we will become subject to the risks of doing business outside the United States, including:

14•changes in foreign currency exchange rates or currency restructurings and hyperinflation or deflation in the countries in which our potential licensees may operate;

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real estate in international markets and our ability to lease property on terms acceptable to us. In addition, if we expand internationally, we will become subject to the risks of doing business outside the United States, including:

•changes in foreign currency exchange rates or currency restructurings and hyperinflation or deflation in the countries in which our licensees operate;

•the imposition of restrictions on currency conversion or the transfer of funds or limitations on our ability to repatriate non-U.S. earnings in a tax effective manner;

•the presence and acceptance of varying levels of business corruption in international markets;

•the ability to comply with, or the impact of complying with, complex and changing laws, regulations and policies of foreign governments that may affect investments or operations, including foreign ownership restrictions, import and export controls, tariffs, embargoes, intellectual property, and licensing requirements and regulations, increases in taxes paid and other changes in applicable tax laws;

•the difficulties involved in managing an organization doing business in ~~many~~ different countries;

•the ability to comply with, or the impact of complying with, complex and changing laws, regulations and economic and political policies of the U.S. government, including U.S. laws and regulations relating to economic sanctions, export controls and anti-boycott requirements;

•increases in anti-American sentiment and the identification of the licensed brand as an American brand;

•the effect of disruptions caused by severe weather, natural disasters, outbreak of disease or other events that make travel to a particular region less attractive or more difficult; ~~and~~

•political and economic instability; and

•armed conflicts, such as the ongoing conflict between Russia and Ukraine and the conflict in Israel.

Any or all of these factors may adversely affect the performance of future locations in international markets. In addition, the economy of any region in which our international locations are located may be adversely affected to a greater degree than that of other areas of the country or the world by certain developments affecting industries concentrated in that region or country. While these factors and the impact of these factors are difficult to predict, any one or more of them could lower our revenues, increase our costs, reduce our profits or disrupt our business. 14

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Any or all of these factors may adversely affect the performance of future locations in international markets. In addition, the economy of any region in which our international locations may be located may be adversely affected to a greater degree than that of other areas of such country or the world by certain developments affecting industries concentrated in that region or country. While these factors and their potential impact are difficult to predict, any one or more of them could lower our revenues, increase our costs, reduce our profits or disrupt our business.

New locations, once opened, may not be profitable, and the performance of our existing locations may not be indicative of future results.

Our results have been, and in the future may continue to be, significantly impacted by the timing of new location openings (often dictated by factors outside of our control), including landlord and real estate developer delays, associated location pre-opening costs and operating inefficiencies, as well as changes in our geographic concentration due to the opening of new locations. Our experience has been that labor and operating costs associated with newly opened locations for the first several months of operation are generally higher than costs associated with our existing locations, both in aggregate dollars and as a percentage of the locations’ sales. We may incur additional costs in new markets, particularly for labor, as well as marketing, which may impact the profitability of those locations as compared to our existing locations. Accordingly, the volume and timing of new location openings may adversely impact our business, results of operations and financial condition.

Although we target specified operating and financial metrics, new locations may not meet these targets or may take longer than anticipated to do so. Any new locations we open may not be profitable or achieve operating results similar to those of our existing locations, which could adversely affect our business, results of operations and financial condition.

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Our failure to manage our growth effectively could harm our business and operating results.

Our growth plan includes the addition of a significant number of new locations. Our existing management systems, financial and management controls and information systems may not be adequate to support our planned expansion. Our ability to manage our growth effectively will require us to continue to enhance these systems, procedures and controls and to locate, hire, train and retain management and operating personnel, particularly in new markets. We may not be able to respond on a timely basis to all of the changing demands that our planned expansion will impose on management and on our existing infrastructure, or be able to hire or retain the necessary management and operating personnel, which could harm our business, financial condition or results of operations. These demands could cause us to operate our existing business less effectively, which in turn could cause a deterioration in the financial performance of our existing locations.

Our plans to open new locations, and the ongoing need for capital expenditures at our existing locations, may require additional capital.

We intend to continue to make investments to support our business growth and may require additional funds to respond to business challenges or opportunities, including the need to open additional locations, to develop new menu items or enhance our existing menu items, to enhance our operating infrastructure, and to satisfy the costs associated with being a public company ~~following the completion of the Business Combination~~. Accordingly, we may need to engage in equity or debt financings to secure additional funds, and the amount of capital required to fund our operations may be affected by the costs and expenditures incurred pursuant to, and the net cash received upon the consummation of, the Business Combination. In addition, we may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly limited, which could have a material adverse effect on our business, financial condition and results of operations.

We depend on our founder and will depend on other key personnel.

We depend on the leadership and experience of our founder and CEO, Dale Schwartz. Our development, success and growth to date has been, and we expect our future success and growth to be, highly dependent upon the personal efforts of Mr. Schwartz, and we expect our future success and growth will also be dependent on the efforts of other ~~key~~members ~~employees,~~of ~~including~~senior ~~individuals~~management ~~we hire in connection with~~ and ~~following~~key ~~the Business Combination~~employees. The loss of the services of Mr. Schwartz or any of our other members of senior management or key employees could adversely affect our business, results of operations and financial condition, as we may not be able to find suitable individuals to replace such personnel on a timely basis or without incurring increased costs, or at all. We do not maintain key man life insurance on Mr. Schwartz or any other key employees. We believe that our future success will depend on our continued ability to attract and retain highly skilled and qualified personnel. There is a high level of competition for experienced, successful personnel in our industry. Our inability to meet our executive staffing requirements in the future could impair our growth and harm our business.

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basis or without incurring increased costs, or at all. We do not maintain key man life insurance on Mr. Schwartz or any other key employees. We believe that our future success will depend on our continued ability to attract and retain highly skilled and qualified personnel. There is a high level of competition for experienced, successful personnel in our industry. Our inability to meet our executive staffing requirements in the future could impair our growth and harm our business.

Unionization activities could disrupt our operations and affect our profitability.

Efforts to unionize have been increasing in the restaurant and food services industry. Although none of our employees are currently covered under collective bargaining agreements, our employees may elect to be represented by labor unions in the future. If a significant number of our employees were to become unionized and collective bargaining agreement terms were significantly different from our current compensation arrangements, our business, results of operations and financial condition could be adversely affected. In addition, a labor dispute related to union organizing efforts involving some or all of our employees may harm our reputation, disrupt our operations and reduce our revenues, and resolution of disputes may increase our costs. Further, if we enter into a new market with unionized construction companies, construction and build out costs for new locations in such markets could materially increase.

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Our business is subject to seasonal and quarterly fluctuations.

Our revenues are influenced by seasonal shifts in consumer spending. Typically, our average sales per location are highest in the holiday season (specifically, the period from the last week of November to the second week of January) and summer and lowest in the winter and the fall (other than during the holiday season). This seasonality is due to increases in spending and private events in the holiday season, followed by continued increased activity as weather improves in the spring and summer. The fall and winter are our lowest sales seasons due to the fact that the weather is typically deteriorating and children are returning to school. However, throughout fiscal 2021, a variety of factors, including the impacts of COVID-19 on our business, government actions taken to respond to COVID-19 and to stimulate the United States’ recovery from COVID-19, and changing consumer preferences have caused fluctuations in our sales volumes that are different than our typical seasonality. Holidays, changes in the economy, severe weather and similar conditions may impact sales volumes seasonally in some operating regions. In addition, we operate on a 52- week or 53-week fiscal year ending on the last Sunday of April. In our 52-week fiscal year, the first, second and third fiscal quarters each contain twelve weeks and the fourth fiscal quarter contains sixteen weeks. In our 53-week fiscal year, the first, second and third fiscal quarters each contain twelve weeks and the fourth fiscal quarter contains seventeen weeks. In addition, year-over-year comparisons can be affected by differences in our fiscal years. As a result of these factors and the differences among our fiscal quarters, our quarterly operating results and comparable restaurant sales, as well as our key performance measures, may fluctuate significantly from quarter to quarter and our results for any one quarter ~~are~~may not be indicative of any other quarter.

Because many of our locations are concentrated in local or regional areas, we are susceptible to economic and other trends and developments, including adverse weather conditions, in those areas.

Our financial performance is highly dependent on our locations in the Midwest and Northeast. As a result, adverse economic conditions in any of these areas could adversely affect our business, results of operations and financial condition. In addition, given our current geographic concentrations, negative publicity regarding any of our locations in these areas could adversely affect our business, results of operations and financial condition, as could other regional occurrences such as local strikes, terrorist attacks, crime, increases in energy prices, inclement weather or natural or man-made disasters. In particular, adverse weather conditions, such as regional winter storms, floods, severe thunderstorms and tornados, could negatively impact our results of operations. Temporary or prolonged location closures may occur and customer traffic may decline due to the actual or perceived effects of future weather -related events.

Changes in consumer preferences and buying patterns could negatively affect our results of operations.

The success of our stores depends in large part on leased properties primarily located near high-density retail areas such as regional malls, lifestyle centers, big box shopping centers and entertainment centers. We depend on a high volume of visitors at these centers to attract customers to our locations. As demographic and economic patterns change, current locations may or may not continue to be attractive or profitable. In addition, the gaming, restaurant and events aspects of our business have varying margins, and changes in consumer behavior affect our sales mix, which may affect our results of operations. E-commerce or online shopping continues to increase and negatively impact consumer traffic at traditional “brick and mortar” retail sites located in regional malls, lifestyle centers, big box shopping centers and entertainment centers, resulting in the closure of large department stores that were once the anchor tenants of shopping malls and retail centers. We are currently seeking to capitalize on the current dislocation in the retail industry by providing an alternative for consumers seeking engaging experiences. If consumer behavior does not continue to evolve in the ways we have projected or if we otherwise are unable to accomplish our goal, our sales could be negatively affected.

~~Our marketing strategies and channels will evolve and may not be successful.~~ 16

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~~marketing~~impact ~~expenditures.~~consumer ~~Some~~traffic ofat ~~our~~traditional ~~marketing~~“brick ~~initiatives may not be successful,~~ and ~~marketing~~mortar” ~~efforts~~retail ~~that~~sites ~~may~~located ~~have~~in ~~been~~regional ~~successful~~malls, inlifestyle ~~some~~centers, ~~markets~~big ~~may~~box ~~not~~shopping becenters asand ~~successful~~entertainment ~~in others~~centers, resulting in ~~expenses incurred without~~ the ~~benefit~~closure of ~~higher~~large ~~revenues.~~department ~~While~~stores wethat ~~utilize~~were anonce ~~online reservation system provider, we do not generally offer reservations through~~ the ~~leading~~anchor ~~third-party~~tenants ~~online reservation platforms, which may reduce awareness~~ of ~~our~~shopping ~~brand~~malls and ~~necessitate~~retail ~~additional~~centers. ~~efforts~~We toare ~~drive~~currently ~~customers~~seeking to ~~our~~capitalize ~~locations.~~on ~~Additionally,~~the ~~some~~current ofdislocation ~~our~~in ~~competitors~~the ~~have~~retail ~~greater~~industry ~~financial~~by ~~resources,~~providing ~~which~~an ~~enable~~alternative ~~them~~for toconsumers ~~spend~~seeking ~~significantly~~engaging ~~more~~experiences. onIf ~~marketing~~consumer ~~and~~behavior ~~advertising~~does ~~than~~not wecontinue ~~are able~~ to atevolve ~~this~~in ~~time.~~the ~~Should~~ways ~~our~~we ~~competitors~~have ~~increase~~projected ~~spending on marketing and advertising~~ or ~~our~~if ~~marketing~~we ~~funds~~otherwise ~~decrease~~are ~~for~~unable ~~any~~to ~~reason,~~accomplish ~~or should~~ our ~~advertising and promotions be less effective than those of our competitors~~goal, our ~~business,~~sales ~~results of operations and financial condition~~ could be ~~adversely~~negatively affected.

Our marketing strategies and channels will evolve and may not be successful.

Pinstripes is a small but growing brand. We incur costs and expend other resources in our marketing efforts to attract and retain customers. Our marketing strategy includes public relations, digital and social media, promotions, and in-location messaging, which require less marketing spend as compared to traditional marketing programs. As the number of our locations increases, and as we expand into new markets, we expect to increase our investment in advertising and consider additional promotional activities. Accordingly, in the future, we may incur greater marketing expenditures. Some of our marketing initiatives may not be successful, and marketing efforts that may have been successful in some markets may not be as successful in others, resulting in expenses incurred without the benefit of higher revenues. While we utilize an online reservation system provider, we do not generally offer reservations through the leading third-party online reservation platforms, which may reduce awareness of our brand and necessitate additional efforts to drive customers to our locations. Additionally, some of our competitors have greater financial resources, which enable them to spend significantly more on marketing and advertising than we are able to at this time. Should our competitors increase spending on marketing and advertising or our marketing funds decrease for any reason, or should our advertising and promotions be less effective than those of our competitors, our business, results of operations and financial condition could be adversely affected.

Legislation and regulations requiring the display and provision of nutritional information for our menu offerings, and new information or attitudes regarding diet and health or adverse opinions about the health effects of consuming our menu offerings, could affect consumer preferences and negatively impact our business, financial condition and results of operations.

Government regulation and consumer eating habits may impact our business as a result of changes in attitudes regarding diet and health or new information regarding the health effects of consuming our menu offerings. These changes have resulted in, and may continue to result in, the enactment of laws and regulations that impact the ingredients and nutritional content of our menu offerings, or laws and regulations requiring us to disclose the nutritional content of our food offerings.

For example, a number of states, counties and cities have enacted menu labeling laws requiring multi-unit restaurant operators to disclose certain nutritional information to customers, or have enacted legislation restricting the use of certain types of ingredients in restaurants. Furthermore, the Patient Protection and Affordable Care Act of 2010 (the “PPACA”) establishes a uniform, federal requirement for chain restaurants with 20 or more locations operating under the same name and offering substantially the same menus to post certain nutritional information on their menus. Specifically, the PPACA amended the Federal Food, Drug and Cosmetic Act to require certain chain restaurants to publish the total number of calories of standard menu items on menus and menu boards, along with a statement that puts this calorie information in the context of a total daily calorie intake. The PPACA also requires covered restaurants to provide to consumers, upon request, a written summary of detailed nutritional information for each standard menu item, and to provide a statement on menus and menu boards about the availability of this information. The PPACA further permits the FDA to require covered restaurants to make additional nutrient disclosures, such as disclosure of trans-fat content. As we expand, we anticipate we will be become subject to the requirements of the PPACA in the near future, and an unfavorable report on, or reaction to, our menu ingredients, the size of our portions or the nutritional content of our menu items could negatively influence the demand for our offerings.

We cannot make any assurances regarding our ability to effectively respond to changes in consumer health perceptions or our ability to successfully implement the nutrient content disclosure requirements and to adapt our menu offerings to trends in eating habits. The imposition of menu-labeling laws could have an adverse effect on our results of operations and financial position, as well as the hospitality industry in general.

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Our insurance may not provide adequate levels of coverage against claims.

We maintain various insurance policies for employee health, workers’ compensation, general liability and property damage. Although we believe that we maintain insurance customary for businesses of our size and type, there are types of losses we may incur that cannot be insured against or that we believe are not economically reasonable to insure. Additionally, our insurance policies may be insufficient to compensate us for any losses that we may incur. Any such losses could adversely affect our business, results of operations and financial condition.

If we fail to develop and implement new technology, products and services, adapt our products and services to changes in technology and marketplace requirements, or if our ongoing efforts to upgrade our technology, products and services are not successful, we could lose customers.

Our growth strategy depends in part on developing and expanding the technological capabilities of our entertainment offerings. We may be unsuccessful in expanding our technological capabilities in connection with our bowling and bocce options. In addition, we have experienced delays in implementing certain technologies into our operations, such as projection mapping and tracer technology for our bowling lanes and bocce courts, and we may face continued delays in the future. If new technologies are developed by our competitors that displace our traditional entertainment options, we may be unsuccessful in adequately responding to customer practices and we may lose customers.

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bowling and bocce options. In addition, we have experienced delays in implementing certain technologies into our operations, such as projection mapping and tracer technology for our bowling lanes and bocce courts, and we may face continued delays in the future. If new technologies are developed by our competitors that displace our traditional entertainment options, we may be unsuccessful in adequately responding to customer practices and we may lose customers.

We expect to rely on third parties to develop or co-develop new technology. We may not be able to enter into such relationships on attractive terms, or at all, and these relationships may not be successful. In addition, partners, some of whom may be our competitors or potential competitors, may choose to develop competing solutions on their own or with third parties.

We may engage in merger and acquisition activities, joint ventures and other strategic ventures and investments that could require significant management attention, disrupt our business, dilute stockholder value and adversely affect our results of operations.

As part of our business strategy, we may seek to engage in merger and acquisition activities, joint ventures and other strategic ventures and investments. However, we may not be able to find suitable acquisition, joint venture or other strategic venture or investment candidates and we may not be able to complete acquisitions, joint ventures or other strategic ventures or investments on favorable terms, if at all, in the future. If we do complete acquisitions, joint ventures, strategic ventures or investments, we may not ultimately strengthen our competitive position or achieve our goals, and any acquisitions, joint ventures, strategic ventures or investments we complete could be viewed negatively by members or investors. In addition, any acquisition, joint venture, strategic venture, investment or business relationship may result in unforeseen operating difficulties and expenditures, particularly if we cannot retain the key personnel of an acquired company, including disrupting our ongoing operations, diverting management from their primary responsibilities, subjecting us to additional liabilities, increasing our expenses, and adversely impacting our business, financial condition and results of operations. The integration of acquisitions requires time and focus from our management team and may divert attention from the day-to-day operations of our business. We may not successfully integrate acquisitions we may make. Our business may be negatively impacted following an acquisition if we are unable to effectively manage our expanded operations. In addition, even if our operations are integrated successfully with acquired companies, we may not realize the full benefits of the acquisition, including the synergies, operating efficiencies or sales or growth opportunities that ~~are~~were anticipated.

Moreover, we may be exposed to unknown liabilities, and the anticipated benefits of any acquisition, joint venture, strategic venture, investment or business relationship may not be realized, if, for example, we fail to successfully integrate such ~~acquisitions~~acquisition, joint ~~ventures~~venture or strategic ~~ventures~~venture, or the technologies or products associated with such transactions, into our company. Unforeseen negative impacts of any acquisition, joint venture, strategic venture, investment or business relationship could have a negative impact on our ~~brands~~brand, reputation, competitive position or customer relationships, or cause a diversion of management attention. To pay for any such transactions, we may have to use cash, incur debt or issue equity securities, each of which may affect our financial condition or the value of our capital stock and could result in dilution to our stockholders. If we incur more debt, our fixed obligations will increase, and we could also subject ourselves to covenants or other restrictions that could impede our ability to manage our operations and impose restrictions on our capital raising activities, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not successfully evaluate or utilize an acquired business or technology and accurately forecast the financial impact of an acquisition transaction, including accounting charges. Additionally, we may receive indications of interest from other parties interested in acquiring some or all of our business. The time required to evaluate such indications of interest could require significant attention from management, disrupt the ordinary functioning of our business, and could have an adverse effect on our business, financial condition, and results of operations.

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our ability to manage our operations and impose restrictions on our capital raising activities, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not successfully evaluate or utilize an acquired business or technology and accurately forecast the financial impact of an acquisition transaction, including accounting charges. Additionally, we may receive indications of interest from other parties interested in acquiring some or all of our business. The time required to evaluate such indications of interest could require significant attention from management, disrupting the ordinary functioning of our business, and could have an adverse effect on our business, financial condition, and results of operations.

Our current or future indebtedness could impair our financial condition and reduce the funds available to us for growth or other purposes. Our debt agreements impose certain operating and financial restrictions, with which failure to comply could result in an event of default that could adversely affect our business.

We have substantial indebtedness. As of October 1513, ~~2023~~2024 and April 30 28, ~~2023~~2024, we had a total net indebtedness of $4484.2 1 million and $3775.35 million, respectively, under a variety of credit facilities and other instruments which include, but are not limited to, the following:

•On ~~March~~December 729, 2023, we borrowed $2250.50 million ofpursuant ~~the~~to ~~$35 million total available under a facility with Silverview Credit Partners LP (~~the ~~“Silverview~~Oaktree ~~Term~~Tranche 1 Loan”), which ~~loan~~ bears an interest rate per annum ~~equal~~of ~~to 15.00~~20%, ~~is disbursable in two tranches~~ and matures on ~~June 7, 2027. On July 27, 2023, September 29, 2023, October 20, 2023 and~~ December 29, ~~2023 we borrowed an additional $1~~2028.0 ~~million, $1.5 million, $5.0 million and $5.0 million, respectively, pursuant to the Silverview Term Loan.~~ Under the ~~Silverview~~Oaktree ~~Term~~Tranche 1 Loan, we are subject to financial covenants, as well as to customary events of default, that, if triggered, could result in acceleration of the maturity of the ~~Silverview~~Oaktree ~~Term~~Tranche 1 Loan. The ~~Silverview~~Oaktree ~~Term~~Tranche 1 Loan contains negative covenants restricting our activities, including limitations on: dispositions; mergers or acquisitions; incurring indebtedness or liens; paying dividends or redeeming stock or making other distributions; making certain investments; and engaging in certain other business transactions.

•On ~~April~~March 197, 2023, we borrowed $1122.5 million ~~under~~of anthe ~~equipment~~$35.0 ~~term~~million ~~loan~~total ~~with~~available ~~GCP~~under IIa ~~Agent,~~term ~~LLC~~loan facility (the “~~Granite~~Silverview ~~Creek~~Facility”) ~~Term~~with ~~Loan~~Silverview Credit Partners LP (“Silverview”), which loan bears an interest rate per annum equal to ~~12.00~~15%, is disbursable in two tranches and matures on ~~April~~June 197, ~~2028~~2027. On July 27, 2023, September 29, 2023, October 20, 2023 and December 29, 2023, we borrowed an additional $1.0 million, $1.5 million, $5.0 million, ~~under~~and $5.0 million, respectively, pursuant to the ~~Granite~~Silverview ~~Creek~~Facility. ~~Term~~Under ~~Loan~~the Silverview Facility, we are subject to financial covenants, as well as to customary events of default that, if triggered, could result in acceleration of the maturity of the Silverview Facility. The Silverview Facility contains negative covenants restricting our activities, including limitations on dispositions; mergers or acquisitions; incurring indebtedness or liens; paying dividends, redeeming stock or making other distributions; making certain investments; and engaging in certain other business transactions.

•InOn ~~November~~April ~~2019~~19, 2023, we ~~entered~~borrowed ~~into~~$11.5 ~~seven~~million ~~notes~~under ~~payable~~an equipment loan facility (the “Granite Creek Facility”) with ~~Ascentium~~Granite Creek Capital Partners LLC ~~with~~(“Granite ~~the~~Creek”), ~~outstanding~~which ~~principal~~loan ofbears ~~$127,000~~an ~~and~~interest ~~$180,000~~rate asper ofannum ~~April~~equal ~~30,~~to ~~2023~~12% and matures on April 2419, ~~2022~~2028. On July 27, ~~respectively~~2023, ~~that~~we ~~all~~borrowed ~~mature~~an onadditional ~~November~~$5.0 ~~14,~~million ~~2024~~under the Granite Creek Facility. ~~The~~Under ~~notes~~the ~~are~~Granite ~~payable~~Creek inFacility, ~~monthly~~we ~~installment~~are ~~payments~~subject ~~ranging~~to ~~from~~customary ~~$600~~events ~~and~~of ~~$800~~default that, ~~including~~if ~~interest~~triggered, atcould ~~the~~result ~~fixed~~in ~~rate~~acceleration of ~~8.50%~~the asmaturity of ~~each~~the ofGranite ~~July~~Creek ~~23,~~Facility. ~~2023,~~The ~~April~~Granite ~~30,~~Creek ~~2023~~Facility contains negative covenants restricting our activities, ~~April~~including 24limitations on: dispositions; mergers or acquisitions; incurring indebtedness or liens; paying dividends, ~~2022~~redeeming stock or making other distributions; making certain investments; and ~~April~~engaging ~~25,~~in ~~2021~~certain other business transactions.

~~See~~•In ~~Note~~November 92019, —we ~~“Long-term~~entered ~~Financing~~into ~~Agreements”~~seven tonotes payable with Ascentium Capital LLC with the ~~audited~~outstanding ~~consolidated~~principal ~~financial~~of ~~statements~~approximately $92,000 and $127,000 as of ~~Pinstripes~~April ~~included~~28, ~~elsewhere~~2024 and April 30, 2023, respectively, that all mature on November 14, 2024. The notes are payable in monthly installment payments ranging from $600 and $800, including interest at the ~~prospectus~~fixed ~~for~~rate ~~further~~of ~~information~~8.5% ~~related~~as toof ~~our~~each ~~indebtedness~~of April 28, 2024 and April 30, 2023.

In ~~connection with the consummation of the Business Combination~~addition, weon ~~pursued~~September ~~debt financing and did not consummate a PIPE financing~~3, ~~as originally contemplated by the Business Combination Agreement. In addition~~2024, ~~the~~we ~~substantial~~borrowed ~~majority~~an ofadditional ~~the funds remaining in the Banyan trust account were redeemed in connection with the Special Meeting~~$3.0 ~~Pinstripes~~million ~~waived~~under the ~~minimum cash condition contained in the Business Combination Agreement and instead closed the~~ Oaktree Tranche 12 Loan and ~~borrowed~~ an additional $52.0 million under the Silverview ~~Term~~Tranche ~~Loan~~3 ~~on the Closing Date~~Loan. See ~~“Management’s~~Note ~~Discussion~~9 ~~and~~— ~~Analysis~~“Long-term ofFinancing ~~Financial~~Agreements” ~~Condition~~included ~~and~~in ~~Results~~the ofnotes ~~Operations~~to —our ~~Liquidity~~consolidated ~~and~~financial ~~Capital~~statements ~~Resources~~included —elsewhere ~~Indebtedness~~in —the ~~Oaktree~~prospectus ~~Loan Agreement”~~ for further information related to the Oaktree Tranche 1 Loan and the increased Silverview Term Loan. Following the closing of the Business Combination, we had a total indebtedness of $99.2 million, which represents a substantial increase in our indebtedness. ~~We may seek additional debt financing as needed to support our business and pursue our growth strategy, subject to the restrictions contained in our existing debt facilities.~~

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In connection with the consummation of the Business Combination, we pursued debt financing and did not consummate a PIPE financing, as originally contemplated by the Business Combination Agreement. In addition, the substantial majority of the funds remaining in the Banyan trust account were redeemed in connection with the Special Meeting. Pinstripes waived the minimum cash condition contained in the Business Combination Agreement and instead closed the Oaktree Tranche 1 Loan and borrowed an additional $5.0 million under the Silverview Facility on December 29, 2023. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” for further information related to the Oaktree Tranche 1 Loan and the increased Silverview Facility. Following the closing of the Business Combination, we had a total net indebtedness of $75.5 million, which represented a substantial increase in our indebtedness. We may seek additional debt financing as needed to support our business and pursue our growth strategy, subject to the restrictions contained in our existing debt facilities.

Our level of debt could have important consequences, including making it more difficult for us to satisfy our obligations with respect to our debt, limiting our ability to obtain additional financing to fund future working capital, capital expenditures, investments or acquisitions or other general corporate requirements, requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, investments or acquisitions and other general corporate purposes, increasing our vulnerability to adverse changes in general economic, industry and competitive conditions, exposing us to the risk of increased interest rates, limiting our flexibility in planning for, and reacting to, changes in the industries in which we compete, placing us at a disadvantage compared to other, less leveraged competitors, increasing our cost of borrowing and hampering our ability to execute on our growth strategy.

If we cannot make scheduled payments on our debt, or if we breach any of the covenants in our debt agreements, we will be in default and, as a result, our lenders could declare all outstanding principal and interest to be due and payable or could terminate their commitments to lend us money and foreclose against the assets securing our borrowings, and we could be forced into bankruptcy or liquidation.

Substantial doubt about our ability to continue as a going concern

There is substantial doubt about the Company's ability to continue as a going concern and the Company’s ability to meet its current obligations, including for capital expenditures, lease obligations and continued operations as they become due within one year from the issuance date of the financial statements contained in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 13, 2024. The principal conditions leading to this conclusion are our current earnings projections, which include full year results for the stores that opened during the fiscal year ended April 28, 2024 and new store openings. In order to alleviate these conditions, management is exploring additional financing and a capital raise by the end of the fiscal third quarter. However, there can be no assurance that the Company will have the ability to raise additional capital when needed. There can be no assurance that these plans will be successfully implemented or that they will mitigate the conditions that raise substantial doubt about the Company's ability to continue as a going concern. The inability to raise sufficient additional capital would have a material adverse effect on our financial condition and likely cause the price of the Company’s common stock to decline.

Our management has identified material weaknesses in our internal control over financial reporting and may identify additional material weaknesses in the future. If we fail to remediate the material weaknesses or if we otherwise fail to establish and maintain effective control over financial reporting, our ability to accurately and timely report our financial results may be affected, and such failure may adversely affect investor confidence and business operations.

In connection with the audits of Pinstripes’ financial statements for the fiscal years ended April 28, 2024 and April 30, 2023, material weaknesses in Pinstripes’ internal control over financial reporting were identified in relation to (i) our financial statement close process, (ii) our lease accounting processes and (iii) the maintenance and accuracy of our outstanding equity information and accounting for stock based compensation. The material weakness related to our financial statement close process resulted from a lack of adequate policies, procedures, controls and sufficient technical accounting personnel to appropriately analyze, record and disclose accounting

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Ifmatters wefor ~~cannot~~routine ~~make~~and ~~scheduled~~non-routine ~~payments~~transactions ontimely and accurately. This material weakness contributed to the material weakness related to our ~~debt~~lease accounting process, orwhich ifrelated weto ~~breach~~the ~~any~~design of the ~~covenants~~controls inrelating ~~our~~to ~~debt~~the ~~agreements,~~identification weand ~~will~~assessment beof inlease ~~default~~agreement terms and conditions, assessment of lease modifications and related accounting treatment as awell ~~result,~~as ~~our~~to ~~lenders~~the ~~could~~material ~~declare~~weakness ~~all~~related ~~outstanding~~to ~~principal~~the design of controls in respect of issuing, tracking, and ~~interest~~maintaining accurate ledgers as to beauthorized, ~~due~~issued and ~~payable~~outstanding shares, ~~could~~and ~~terminate~~warrants ~~their~~and ~~commitments~~calculations of stock based compensation. This resulted in errors in our accounting records related to ~~lend~~our uslease ~~money~~obligations, ~~and~~occupancy ~~foreclose~~costs, ~~against~~right ~~the~~of use assets ~~securing~~and ~~our~~related ~~borrowings~~financial statement disclosures, along with errors in share capital amounts and westock-based ~~could~~compensation, beall ~~forced~~of ~~into~~which ~~bankruptcy~~were orcorrected ~~liquidation~~in connection with the issuance of the consolidated audited financial statements of Pinstripes for the fiscal year ended April 30, 2023. These material weaknesses did not result in any identified material misstatements to the financial statements for the year ended April 28, 2024, but based on these material weaknesses, management concluded that at April 28, 2024, our internal control over financial reporting was not effective.

~~Our~~ ~~management~~Based ~~has~~on ~~identified~~our remediation efforts and related testing, we concluded that the material ~~weaknesses~~weakness inrelated ~~its~~to ~~internal~~stock ~~control~~compensation ~~over~~has ~~financial~~been ~~reporting~~remediated ~~and~~as ~~may~~of ~~identify~~July ~~additional~~21, 2024. The other identified material weaknesses, inif ~~the~~not ~~future.~~corrected, Ifcould weresult ~~fail~~in a material misstatement to ~~remediate~~Pinstripes ~~the~~consolidated ~~material~~financial ~~weaknesses~~statements orthat ifmay wenot ~~otherwise~~be ~~fail~~prevented toor ~~establish~~detected. ~~and~~Given ~~maintain~~that ~~effective~~Pinstripes ~~control~~operated ~~over~~as ~~financial~~a ~~reporting,~~private ~~our~~company ~~ability~~prior to ~~accurately~~the ~~and~~Business ~~timely~~Combination, ~~report~~it ~~our~~did ~~financial~~not ~~results~~have ~~may~~the benecessary ~~affected,~~formalized ~~and~~processes ~~such~~to ~~failure~~effectively ~~may~~implement ~~adversely~~review ~~affect~~controls ~~investor~~within ~~confidence~~its ~~and~~internal ~~business~~control ~~operations~~over financial reporting.

In connection with the audits of Pinstripes’ financial statements for the years ended April 30, 2023, April 24, 2022 and April 25, 2021, material weaknesses in Pinstripes’ internal control over financial reporting were identified in relation to (i) our financial statement close process, (ii) our lease accounting processes and (iii) the maintenance and accuracy of our outstanding equity information and accounting for stock based compensation. The material weakness related to our financial statement close process resulted from a lack of adequate policies, procedures, controls and sufficient technical accounting personnel to appropriately analyze, record, and disclose accounting matters for routine and non-routine transactions timely and accurately. This material weakness contributed to the material weakness related to our lease accounting process, which related to the design of the controls relating to the identification and assessment of lease agreement terms and conditions, assessment of lease modifications and related accounting treatment as well as to the material weakness related to the design of controls in respect of issuing, tracking, and maintaining accurate ledgers as to authorized, issued and outstanding shares, and warrants and calculations of stock based compensation. This resulted in errors in our accounting records related to our lease obligations, occupancy costs, right of use assets and related financial statement disclosures, along with errors in share capital amounts and stock based compensation, all of which were corrected in connection with the issuance of the consolidated audited financial statements of Pinstripes for fiscal year 2023.

The identified material weaknesses, if not corrected, could result in a material misstatement to Pinstripes Holdings’ consolidated financial statements that may not be prevented or detected. Given that Pinstripes operated as a private company prior to the Business Combination, it did not have the necessary formalized processes to effectively implement review controls within its internal control over financial reporting.

Regulatory and Legal Risks

We are subject to many federal, state and local laws with which compliance is both costly and complex.

As a dining and entertainment business, we are subject to extensive federal, state and local laws and regulations, including health care legislation, building and zoning requirements and laws and regulations relating to the preparation and sale of food. Such laws and regulations are subject to change from time to time. The failure to comply with these laws and regulations could adversely affect our operating results. Typically, licenses, permits and approvals under such laws and regulations must be renewed annually and may be revoked, suspended or denied renewal for cause at any time if governmental authorities determine that our conduct violates applicable regulations. During the COVID-19 pandemic, the timeline for obtaining licenses and permits increased significantly. Difficulties or failure to maintain or obtain the required licenses, permits and approvals could adversely affect our existing locations and delay or result in our decision to cancel the opening of new locations, which would adversely affect our business, results of operations and financial condition.

The development and operation of locations depend, to a significant extent, on the selection of suitable sites, which are subject to zoning, land use, environmental, traffic and other regulations and requirements. We are also subject to licensing and regulation by state and local authorities relating to health, sanitation, safety and fire standards.

We are subject to the Americans with Disabilities Act (the “ADA”), which, among other things, requires our locations to meet federally mandated requirements for the disabled. The ADA prohibits discrimination in employment and public accommodations on the basis of disability. Under the ADA, we could be required to expend funds to design or modify our locations to provide service to, or make reasonable accommodations for the employment of, disabled persons. We are also subject to the Fair Labor Standards Act, the Immigration Reform and Control Act of 1986 and various federal and state laws governing such matters as minimum wages, overtime, unemployment tax rates, workers’ compensation rates, citizenship requirements and other working conditions. In California, we are subject to the Private Attorneys General Act, which authorizes employees to file lawsuits to recover civil penalties on behalf of themselves, other employees and the State of California for labor code violations.

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~~employment~~result ofin, ~~disabled~~among ~~persons.~~other ~~We are also subject to the Fair Labor Standards Act~~things, ~~the~~revocation ~~Immigration Reform and Control Act~~ of ~~1986~~required ~~and various federal and state laws governing such matters as minimum wages~~licenses, ~~overtime,~~administrative ~~unemployment~~enforcement ~~tax rates~~actions, ~~workers’~~fines ~~compensation~~and ~~rates,~~civil ~~citizenship requirements~~ and ~~other~~criminal ~~working conditions~~liability. InCompliance ~~California,~~with weall ~~are~~of ~~subject~~these tolaws ~~the~~and ~~Private~~regulations ~~Attorneys~~can ~~General~~be ~~Act,~~costly ~~which~~and ~~authorizes~~can ~~employees~~increase toour ~~file~~exposure ~~lawsuits~~ to ~~recover~~litigation ~~civil~~or ~~penalties~~governmental oninvestigations ~~behalf~~or ~~of themselves, other employees and the State of California for labor code violations~~proceedings.

The impact of current laws and regulations, the effect of future changes in laws or regulations that impose additional requirements and the consequences of litigation relating to current or future laws and regulations, or our inability to respond effectively to significant regulatory or public policy issues, could increase our compliance and other costs of doing business and, therefore, could adversely affect our business, results of operations and financial condition. Failure to comply with the laws and regulatory requirements of federal, state and local authorities could result in, among other things, revocation of required licenses, administrative enforcement actions, fines and civil and criminal liability. Compliance with all of these laws and regulations can be costly and can increase our exposure to litigation or governmental investigations or proceedings.

Our business is subject to risks related to our sale of alcoholic beverages.

We currently serve alcoholic beverages at all of our locations. Alcoholic beverage control regulations generally require our locations to apply to a state authority and, in certain locations, county or municipal authorities, for a license that must be renewed annually and may be revoked or suspended for cause at any time. Alcoholic beverage control regulations relate to numerous aspects of the daily operations of our locations, including minimum age of patrons and employees, hours of operation, advertising, trade practices, wholesale purchasing, other relationships with alcohol manufacturers, wholesalers and distributors, inventory control and handling, and the storage and dispensing of alcoholic beverages. Any future failure to comply with these regulations and obtain or retain licenses could adversely affect our business, results of operations and financial condition.

We are also subject in certain states to “dram shop” statutes, which generally provide a person injured by an intoxicated person the right to recover damages from an establishment that wrongfully served alcoholic beverages to the intoxicated person. Litigation against restaurant chains has resulted in significant judgments and settlements under dram shop statutes. Because these cases often seek punitive damages, which may not be covered by insurance, such litigation could adversely affect our business, results of operations and financial condition. A judgment significantly in excess of our insurance coverage or not covered by insurance could adversely affect our business, results of operations and financial condition.

Higher health care costs and labor costs could adversely affect our business, results of operations and financial condition.

Pursuant to the PPACA, we are required to provide affordable coverage, as defined in the PPACA, to all employees or otherwise be subject to a payment per employee based on the affordability criteria in the PPACA. Additionally, some states and localities have passed state and local laws mandating the provision of certain levels of health benefits by some employers. Increased health care and insurance costs could adversely affect our business, results of operations and financial condition. In addition, changes in federal or state workplace regulations could adversely affect our business, results of operations and financial condition.

We have a substantial number of hourly employees who are paid wage rates at or based on the applicable federal or state minimum wage and increases in the applicable federal or state minimum wage ~~will~~may increase our labor costs and the labor costs of our franchisees. Additionally, we operate in states and localities where the minimum wage is significantly higher than the federal minimum wage and in such areas our staff members receive minimum compensation equal to the state’s or locality’s minimum wage. In other geographic areas, some of our staff members may be paid a tip credit wage that is supplemented by gratuities received from our customers. We rely on our employees to accurately disclose the full amount of their tip income, and we base our Federal Insurance Contributions Act tax reporting on the disclosures provided to us by such employees. Increases in the tip credit minimum wage in these states or localities, or under federal law, may have a material adverse effect on our labor costs, and ~~our~~ financial performance. Increases in federal or state minimum wage may also result in increases in the wage rates paid for non-minimum wage positions. We may be unable to increase our menu prices in order to pass future increased labor costs on to our customers, in which case our operating margins would be negatively affected. If menu prices are increased by us or our franchisees to cover increased labor costs, the higher prices could adversely affect demand for our menu items, resulting in lower sales and decreased franchise revenues.

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~~customers~~challenges, inand ~~which~~the ~~case~~amount ~~our~~of ~~operating~~potential ~~margins~~losses ~~would~~or becosts ~~negatively~~could ~~affected~~be significant. IfIn ~~menu~~addition, ~~prices~~several ~~are~~states ~~increased~~and bylocalities usin orwhich ~~our~~we ~~franchisees~~operate and the federal government have, from time to ~~cover~~time, enacted minimum wage increases, changes to eligibility for overtime pay, paid sick leave and mandatory vacation accruals, among other similar requirements. These changes have increased our labor costs, ~~the~~and ~~higher~~may ~~prices~~have ~~could~~a ~~adversely~~further ~~affect~~negative ~~demand~~impact ~~for~~on our ~~menu~~labor ~~items,~~costs ~~resulting~~in the future. See the risk factor entitled “Changes in ~~lower~~the ~~sales~~cost ~~and~~of ~~decreased~~labor ~~franchise~~could ~~revenues~~harm our business” for further information.

Various other federal and state labor laws govern our relationships with our employees and affect operating costs. These laws govern matters such as employee classifications as exempt or non-exempt, unemployment tax rates, workers’ compensation rates, overtime, family leave, safety standards, payroll taxes, minimum wage requirements, predictive and/or advanced scheduling requirements, citizenship requirements and other wage and benefit requirements for employees classified as non-exempt. Complying with these laws and regulations subjects us to substantial expense and non-compliance could expose us to significant liabilities. In the event of legal challenges to our compliance with these laws, we could incur legal costs to defend, and we could suffer losses from such challenges, and the amount of potential losses or costs could be significant. In addition, several states and localities in which we operate and the federal government have, from time to time, enacted minimum wage increases, changes to eligibility for overtime pay, paid sick leave and mandatory vacation accruals, and similar requirements. These changes have increased our labor costs and may have a further negative impact on our labor costs in the future. See the risk factor entitled “Changes in the cost of labor could harm our business” for further information.

Failure to comply with environmental laws, particularly regarding waste management, may negatively affect our business.

We are subject to various federal, state and local laws and regulations concerning waste minimization, recyclables, disposal, pollution, protection of the environment and the presence, discharge, storage, handling, release and disposal of, and exposure to, hazardous or toxic substances.

These environmental laws, which typically vary significantly at the local level, provide for significant fines and penalties for noncompliance and liabilities for remediation, sometimes without regard to whether the owner or operator of the property knew of, or was responsible for, the release or presence of hazardous or toxic substances. Compliance with these regulations ~~become~~becomes increasingly more complicated as we expand into additional markets. Particularly in light of our focus on environmental sustainability and social impact, environmental conditions relating to ~~releases~~the release of hazardous substances at a prior, existing or future restaurant could have an adverse effect on our brand and reputation, business, financial condition and results of operations. Further, environmental laws, and the administration, interpretation, and enforcement thereof, are subject to change and may become more stringent in the future, each of which could make our waste management more complex and have an adverse effect on our business, financial condition, and results of operations.

We rely heavily on information technology, and any material failure, weakness, interruption or breach of security could prevent us from effectively operating our business.

We rely heavily on information systems, including point-of-sale processing in our locations, for management of our supply chain, accounting, payment of obligations, collection of cash, credit and debit card transactions and other processes and procedures. Our ability to efficiently and effectively manage our business depends significantly on the reliability and capacity of these systems. Our operations depend upon our ability to manage and protect our computer equipment and systems against damage from physical theft, fire, power loss, telecommunications failure or other catastrophic events, as well as from internal and external security breaches, security vulnerabilities, viruses and other disruptive problems. The failure of these systems to operate effectively, maintenance problems, delays in or failure to remediate technical or security issues or vulnerabilities, upgrading or transitioning to new platforms, expanding our systems as we grow or a breach in security of these systems could result in interruptions to or delays in our business and customer service, ~~reduce~~a ~~efficiency~~reduction in the efficiency of our operations, and/or regulatory investigations or action and litigation. If our information technology systems fail or are breached, or if our business interruption insurance does not sufficiently compensate us for any losses that we may incur, our revenues and profits could be reduced and the reputation of our brand and our business could be materially adversely affected. In addition, remediation of such problems could result in significant, unplanned capital investments or changes to our operations.

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Security breaches of confidential customer information, in connection with our electronic processing of credit and debit card transactions or otherwise, or confidential employee information, may adversely affect our business, results of operations and financial condition.

Our business requires the collection, transmission and retention of large volumes of customer and employee data, including credit and debit card numbers and other personally identifiable information, in various information technology systems that are maintained by third parties with whom we contract to provide services. The integrity and protection of that customer and employee data is critical to us. Further, our customers and employees have a high expectation that we and our service providers will adequately protect their personal information.

The information, security and privacy requirements imposed by governmental regulation and industry standards are increasingly demanding and rapidly changing. We need to make additional investments of capital, resources and time in order to satisfy existing requirements or changing requirements and customer and employee expectations. Even after we make such investments, our systems, policies and processes may not be able to satisfy existing requirements or changing requirements and customer and employee expectations. Efforts to hack or breach security measures, failures of systems or software to operate as designed or intended, delays in or failure to remediate technical or security issues or vulnerabilities, viruses and malware, security vulnerabilities in systems or processes, operator error or inadvertent releases of data may all threaten our and our service provider’s information systems and records. A breach in the security of our information technology systems or those of our service providers could lead to an interruption in the operation of our systems or exposure of our proprietary data, including personal information, resulting in operational inefficiencies, legal obligations, and a loss of revenues or profits. Additionally, a significant theft, loss or misappropriation of, or access to, customers’ or other proprietary data or other breach of our information technology systems could result in fines, legal claims from customers and employees and other legal proceedings, including regulatory investigations and actions, and liability for failure to comply with privacy and information security laws or industry standards, which could disrupt our operations and damage our reputation and otherwise adversely affect our business, results of operations and financial condition.

~~We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brands and adversely affect our business, results of operations and financial condition.~~ 23

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requirements or changing requirements and customer and employee expectations. Efforts to hack or breach security measures, failures of systems or software to operate as designed or intended, delays in or failure to remediate technical or security issues or vulnerabilities, viruses and malware, security vulnerabilities in systems or processes, operator error or inadvertent releases of data may all threaten our and our service provider’s information systems and records. A breach in the security of our information technology systems or those of our service providers could lead to an interruption in the operation of our systems or exposure of our proprietary data, including personal information, resulting in operational inefficiencies, legal obligations, and a loss of revenues or profits. Additionally, a significant theft, loss or misappropriation of, or access to, customers’ or other proprietary data or other breach of our information technology systems could result in fines, legal claims from customers and employees, other legal proceedings, including regulatory investigations and actions, and liability for failure to comply with privacy and information security laws or industry standards, each of which could disrupt our operations and damage our reputation and otherwise adversely affect our business, results of operations and financial condition.

We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our brand and adversely affect our business, results of operations and financial condition.

Our ability to implement our business plan successfully depends in part on our ability to further build brand recognition using our trademarks, service marks, proprietary products and other intellectual property, including our name and logos and the unique character and atmosphere of our locations. We rely on trademark and trade secret laws, as well as license agreements, to protect our intellectual property. Nevertheless, our competitors may develop similar menu items and concepts, and adequate remedies may not be available in the event of an unauthorized use or disclosure of our trade secrets and other intellectual property.

The success of our business depends on our continued ability to use our existing ~~trademarks~~intellectual ~~and~~property ~~service marks~~ to increase brand awareness and further develop our brand in domestic markets. We have registered and applied to register trademarks and service marks in the United States. We may not be able to adequately protect our trademarks and service marks, and our competitors and others may successfully challenge the validity and/or enforceability of our trademarks and service marks and other intellectual property. The steps we have taken to protect our intellectual property may not be adequate.

If our efforts to maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes or infringes on our intellectual property, the value of our brand may be harmed, which could have a material adverse effect on our business and might prevent our brand from achieving or maintaining market acceptance.

From time to time, we may also be required to institute litigation to enforce our trademarks, service marks and other intellectual property. Such litigation could result in substantial costs and diversion of resources and could negatively affect our sales, profitability and prospects regardless of whether we are able to successfully enforce our intellectual property rights.

Third parties may also assert that we infringe, misappropriate or otherwise violate their intellectual property and may sue us for intellectual property infringement. Even if we are successful in defending ourselves in any such proceedings, we may incur substantial costs, and the time and attention of our management and other personnel may be diverted in pursuing these proceedings. If a court finds that we infringe a third party’s intellectual property, we may be required to pay damages and/or be subject to an injunction. With respect to any third party intellectual property that we use or wish to use in our business (whether or not asserted against us in litigation), we may not be able to enter into licensing or other arrangements with the owner of such intellectual property at a reasonable cost or on reasonable terms.

Changes to estimates related to our property, fixtures and equipment or operating results that are lower than our current estimates at certain locations may cause us to incur impairment charges on certain long-lived assets, which may adversely affect our business, results of operations and financial condition.

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~~proceedings,~~analyses wefor ~~may~~long-lived ~~incur~~assets. ~~substantial~~The ~~costs,~~determination of related estimated useful lives and ~~the~~whether ~~time~~these long-lived assets have been impaired involves significant judgment and ~~attention~~subjective ofassessments, including as to our ~~management~~future business performance, and ~~other~~is ~~personnel~~subject ~~may~~to befactors ~~diverted~~and inevents ~~pursuing~~over ~~these~~which ~~proceedings~~we have no control. If aan ~~court~~impairment ~~finds~~indicator ~~that~~is wedeemed ~~infringe~~to aexist ~~third~~for ~~party~~any location, the sum of the location’s ~~intellectual~~estimated ~~property,~~undiscounted wecash ~~may~~flows expected to be ~~required~~generated toby ~~pay~~the ~~damages~~location’s ~~and/or~~asset group would be ~~subject~~compared to anits ~~injunction~~carrying value. ~~With~~If ~~respect~~the tolocation’s ~~any~~carrying ~~third~~value ~~party~~exceeds ~~intellectual~~its ~~property~~estimated ~~that~~undiscounted wecash ~~use~~flows, oran ~~wish~~impairment tocharge ~~use~~is recognized in ~~our~~the ~~business~~amount ~~(whether~~by orwhich ~~not~~the ~~asserted~~carrying ~~against~~value usof inthe ~~litigation)~~location’s asset group exceeds its fair value using the cost and income approach based on the current condition of the assets. If actual results differ from our estimated undiscounted cash flows, weadditional ~~may~~charges ~~not~~for long-lived asset impairments may be ~~able~~required toin ~~enter~~the ~~into~~future. ~~licensing~~For orthe ~~other~~fiscal ~~arrangements~~year ~~with~~ended April 28, 2024, no long-lived asset impairment was recorded. For the ~~owner~~fiscal year ended April 30, 2023, we recorded non-cash long-lived asset impairments of ~~such~~$2.4 ~~intellectual~~million for property and equipment at a ~~reasonable~~certain ~~cost~~location. orThere oncan ~~reasonable~~be ~~terms~~no assurance that we will not record further impairment charges in future periods. If future impairment charges are significant, our reported operating results would be adversely affected.

In accordance with accounting guidance as it relates to the impairment of long-lived assets, such as property and equipment and operating right-of use assets with definitive lives, we make certain estimates and projections with regard to individual location operations, as well as our overall performance, in connection with our impairment analyses for long-lived assets. The determination of related estimated useful lives and whether these long-lived assets have been impaired involves significant judgment and subjective assessments, including as to our future business performance, and is subject to factors and events over which we have no control. If an impairment indicator is deemed to exist for any location, the sum of the location’s estimated undiscounted cash flows expected to be generated by the location’s asset group would be compared to its carrying value. If the location’s carrying value exceeds its estimated undiscounted cash flows, an impairment charge is recognized in the amount by which the carrying value of the location’s asset group exceeds its fair value using the cost and income approach based on the current condition of the assets. If actual results differ from our estimated undiscounted cash flows, additional charges for long-lived asset impairments may be required in the future. For the year ended April 30, 2023, we recorded non-cash long-lived asset impairments of $2.4 million for property and equipment at a certain location. There can be no assurance that we will not record further impairment charges in future periods. If future impairment charges are significant, our reported operating results would be adversely affected.

Fluctuations in our tax obligations and effective tax rate and realization of our deferred tax assets may result in volatility of our operating results.

We are subject to income taxes federally and in various states. We record tax expense based on our estimates of future payments, which may include reserves for uncertain tax positions in multiple tax jurisdictions, and valuation allowances related to certain net deferred tax assets. At any one time, many tax years may be subject to audit by various taxing jurisdictions. The results of these audits and negotiations with taxing authorities may affect the ultimate settlement of these issues. We expect that throughout the year there could be ongoing variability in our quarterly tax rates as events occur and exposures are evaluated.

In addition, our effective tax rate in a given financial statement period may be materially impacted by a variety of factors, including, but not limited to, changes in the mix and level of earnings, varying tax rates in the different jurisdictions in which we operate, fluctuations in the valuation allowance or by changes to existing accounting rules or regulations.

The U.S. government may enact significant changes to the taxation of business entities, including, among others, an increase in the corporate income tax rate and the imposition of minimum taxes or surtaxes on certain types of income. No ~~specific~~such United States tax legislation has been proposed at this time and the likelihood of these changes being enacted or implemented is unclear. We are currently unable to predict whether such changes will occur. If such changes are enacted or implemented, we are currently unable to predict the ultimate impact on our business.

Businesses in our industry have been the target of class action lawsuits and other proceedings that are costly, divert management attention and, if successful, could result in our payment of substantial damages or settlement costs.

Our business is subject to the risk of litigation by employees, customers, suppliers, stockholders or others through private actions, class actions, administrative proceedings, regulatory actions or other litigation. The outcome of litigation, particularly class action and regulatory actions, is difficult to assess or quantify. In past years, restaurant companies have been subject to lawsuits, including class action lawsuits, alleging violations of federal and state laws regarding workplace and employment matters, discrimination and similar matters. A number of these lawsuits have resulted in the payment of substantial damages by the defendants. Similar lawsuits have been instituted from time to time alleging violations of various federal and state wage and hour laws regarding, among other things, employee meal deductions, overtime eligibility of assistant managers and failure to pay for all hours worked. While we have not been a party to any of these types of lawsuits in the past five years, there can be no assurance that we will not be named in any such lawsuit in the future or that we would not be required to pay substantial expenses and/or damages.

In the future, our customers may file complaints or lawsuits against us alleging that we are responsible for some illness or injury they suffered at or after a visit to one of our locations, including actions seeking damages resulting from food-borne illness, accidents in our locations or dram shop claims. We may also be subject to a variety of other claims from third parties arising in the ordinary course of our business, including contract claims.

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state laws regarding workplace and employment matters, discrimination and similar matters. A number of these lawsuits have resulted in the payment of substantial damages by the defendants. Similar lawsuits have been instituted from time to time alleging violations of various federal and state wage and hour laws regarding, among other things, employee meal deductions, overtime eligibility of assistant managers and failure to pay for all hours worked. While we have not been a party to any of these types of lawsuits in the past five years, there can be no assurance that we will not be named in any such lawsuit in the future or that we would not be required to pay substantial expenses and/or damages.

Regardless of whether any claims against us are valid or whether we are liable, claims may be expensive to defend and may divert time and money away from our operations. In addition, they may generate negative publicity, which could reduce customer traffic and location sales. Although we maintain what we believe to be adequate levels of insurance, insurance may not be available at all or in sufficient amounts to cover any liabilities with respect to these or other matters. A judgment or other liability in excess of our insurance coverage for any claims or any adverse publicity resulting from claims could adversely affect our business, results of operations and financial condition.

Customer complaints or litigation on behalf of our customers or employees may adversely affect our business, results of operations or financial condition.

Our business may be adversely affected by legal or governmental proceedings brought by or on behalf of our customers or employees. In recent years, a number of restaurant companies have been subject to lawsuits, including class action lawsuits, alleging violations of federal and state law regarding workplace and employment matters, discrimination and similar matters, and a number of these lawsuits have resulted in the payment of substantial damages by the defendants. We could also face potential liability if we are found to have misclassified certain employees as exempt from the overtime requirements of the federal Fair Labor Standards Act and state labor laws. We have had from time to time such lawsuits pending against us.

Our procurement of new games and amusement and entertainment offerings is contingent upon availability, and in some instances, our ability to obtain licensing rights.

Our ability to continue to procure new games, amusement and entertainment offerings, and other entertainment-related equipment is important to our business strategy. The number of suppliers from which we can purchase games, amusement offerings and other entertainment-related equipment is limited. To the extent the number of suppliers declines, we could be subject to the risk of distribution delays, pricing pressure, lack of innovation and other associated risks. We may not be able to anticipate and react to changing amusement ~~offerings~~offering ~~cost~~costs by adjusting purchasing practices or game prices, and a failure to do so could have a material adverse effect on our operating results. In addition, any decrease in the availability of new amusement offerings that appeal to guests could lead to decreases in revenues as guests negatively react to lack of new game options.

Our ability to develop future offerings is dependent on, among other things, obtaining rights to compelling game content and developing new amusement offerings that are accepted by our guests. There is no guarantee that additional licensing rights will be obtained by us or that our guests will accept ~~the~~any future offerings that we may develop. The result could be increased expenses without increased revenues putting downward pressure on our results of operations and financial performance.

We face potential liability with our gift cards under the property laws of some states.

Our gift cards, which may be used to purchase bowling, bocce, food, beverages and merchandise credits in our locations, may be considered stored value cards. Certain states include gift cards under their abandoned and unclaimed property laws and require companies to remit to the state cash in an amount equal to all or a designated portion of the unredeemed balance on the gift cards based on certain card attributes and the length of time that the cards are inactive. To date we have not remitted any amounts relating to unredeemed gift cards to states based upon our assessment of applicable laws.

The analysis of the potential application of the abandoned and unclaimed property laws to our gift cards is complex, involving an analysis of constitutional considerations, statutory provisions and factual issues. In the event that one or more states change their existing abandoned and unclaimed property laws or successfully challenge our position on the application of their abandoned and unclaimed property laws to our gift cards, our liabilities with respect to unredeemed gift cards may be materially higher than the amounts shown in our financial statements. If we are required to materially increase the estimated liability recorded in our financial statements with respect to unredeemed gift cards, our net income could be materially and adversely affected.

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cards are inactive. To date we have not remitted any amounts relating to unredeemed gift cards to states based upon our assessment of applicable laws.

The analysis of the potential application of the abandoned and unclaimed property laws to our gift cards is complex, involving an analysis of constitutional, statutory provisions and factual issues. In the event that one or more states change their existing abandoned and unclaimed property laws or successfully challenge our position on the application of its abandoned and unclaimed property laws to our gift cards, our liabilities with respect to unredeemed gift cards may be materially higher than the amounts shown in our financial statements. If we are required to materially increase the estimated liability recorded in our financial statements with respect to unredeemed gift cards, our net income could be materially and adversely affected.

Risks Related to Our Company and Our Organizational Structure

Pursuant to the Director Designation Agreement, Dale Schwartz, our Chairman, President and Chief Executive Officer, has the right to designate a ~~specified~~specific number of directors (initially four of seven) to the Pinstripes Holdings Board and will retain certain other governance rights so long as he continues to beneficially own a certain number of shares of Pinstripes Holdings Class A Common Stock, and his interests may conflict with ours or our stockholders’ in the future.

~~Following~~As ~~consummation~~ of ~~the~~December ~~Business~~16, ~~Combination~~2024, Mr. Schwartz ~~holds~~held approximately 24.31% of the Pinstripes Holdings Class A Common Stock and approximately 2524.1% of the total voting power of Pinstripes capital stock. Pursuant to the Director Designation Agreement, Mr. Schwartz was granted certain rights to designate directors to be nominated for election by holders of the Pinstripes Holdings Class A Common Stock. For so long as certain criteria in the Director Designation Agreement are satisfied, Mr. Schwartz has the right to designate up to four (4) directors to the Pinstripes Holdings Board. Mr. Schwartz named Diane Aigotti as his director designee in Class I, Larry Kadis and Jack Greenberg as his director designees in Class II and Mr. Schwartz himself as his director designee in Class III, representing a majority of the ~~Pinstripes Holdings~~ Board. Pursuant to letter agreements between Mr. Schwartz ~~also~~and ~~has~~each ~~the~~of ~~right~~his toboard ~~remove~~designees, ~~directors~~each hedesignee ~~designates~~has agreed to ~~the~~tender ~~Pinstripes~~his ~~Holdings~~or ~~Board~~her resignation upon such request from Mr. Schwartz. Further, Mr. Schwartz has the right to designate a majority of the members of each committee of the Pinstripes Holdings Board for so long as Mr. Schwartz has the ability to designate at least four (4) individuals for nomination to the Pinstripes Holdings Board. At all other times that Mr. Schwartz has the ability to designate at least one (1) individual for nomination to the Pinstripes Holdings Board, Mr. Schwartz has the ability to designate at least one-third (1/3), but in no event fewer than one (1), of the members of each committee. Pursuant to the Director Designation Agreement, Pinstripes Holdings will not increase or decrease the size of the Pinstripes Holdings 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’s 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 (1) individual for nomination to the Pinstripes Holdings Board. For further discussion see the section entitled “Related Party Transactions — Director Designation Agreement”.

By virtue of his voting power and director designation rights, Mr. Schwartz has the power to significantly influence our business and affairs, including the election of our directors and amendments to our Second Amended and Restated Certificate of Incorporation (the “Charter”) and Amended and Restated Bylaws (the “Bylaws”). Mr. Schwartz’s influence over our business and affairs may not be consistent with the interests of some or all of our other stockholders and might negatively affect the market price of the Pinstripes Holdings Class A Common Stock.

Delaware law, the Charter and the Bylaws contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.

Provisions of the Charter and the Bylaws, as well as provisions of Delaware ~~law~~General Corporation Law (the “DGCL”), could discourage, delay or prevent a merger, acquisition or other change in control of Pinstripes Holdings, even if such change in control would be beneficial to our stockholders. These provisions could also limit the price that investors might be willing to pay in the future for shares of our common stock, and therefore depress the trading price of Pinstripes Holdings Class A Common Stock. Among other things, the Charter and the Bylaws include provisions regarding:

•authorizing the issuance of “blank check” preferred stock that could be issued by the Pinstripes Holdings Board to increase the number of outstanding shares and thwart a takeover attempt;

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•establishing a classified board of directors so that not all members of the Pinstripes Holdings Board are elected at one time;

•the removal of directors only for cause and only by the affirmative vote of holders of ~~662~~66 2∕3% of the voting power of all then outstanding shares of capital stock of Pinstripes Holdings;

•prohibiting the use of cumulative voting for the election of directors;

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•denying the stockholders the ability to call special meetings;

•the limitation of the liability of, and the indemnification of, the directors and officers of Pinstripes Holdings;

•requiring the affirmative vote of holders of 66 2∕3% of the voting power of all then outstanding shares of capital stock of Pinstripes Holdings to amend the Bylaws and specified sections of the Charter;

•requiring all stockholder actions to be taken at a meeting of our stockholders; and

•establishing advance notice requirements for nominations for election to the Pinstripes Holdings Board or for proposing matters that can be acted upon by stockholders at stockholder meetings.

These provisions could also discourage proxy contests and make it more difficult for ~~you and other~~ stockholders to elect directors of ~~your~~their choosing and cause us to take other corporate actions ~~you~~they desire. In addition, because the Pinstripes Holdings Board is responsible for appointing the members of ~~the~~our ~~Pinstripes Holdings~~ management team, these provisions could in turn affect any attempt by our stockholders to replace current members of ~~the~~our ~~Pinstripes Holdings’~~ management team.

In addition, Section 203 of the DGCL, ~~to which we will be subject,~~ prohibits us, except under specified circumstances, from engaging in any mergers, significant sales of stock or assets or business combinations with any stockholder or group of stockholders who owns at least 15% of our common stock.

The Charter limits director and officer liability and provides for director and officer indemnification.

The Charter limits the liability of directors and officers to the maximum extent permitted by Delaware law. Delaware law provides that directors and officers of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors or officers, except for liability for any:

•breach of their duty of loyalty to Pinstripes Holdings or its stockholders;

•act or omission not in good faith or that ~~involve~~involves intentional misconduct or a knowing violation of law;

•unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL; or

•transactions for which the directors derived an improper personal benefit.

These limitations of liability do not apply to liabilities arising under the federal or state securities laws and do not affect the availability of equitable remedies such as injunctive relief or rescission. The Charter and the Bylaws provide that Pinstripes Holdings will indemnify its directors and officers to the fullest extent permitted by law. The Charter also provides that Pinstripes Holdings is obligated to advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding. The limitation of liability in the Charter and Bylaws may discourage stockholders from bringing a lawsuit against directors and officers for an alleged breach of their fiduciary duties. ~~They~~It may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might provide a benefit to us and our stockholders. Pinstripes Holdings’ results of operations and financial condition may be harmed to the extent Pinstripes Holdings pays the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

We are an “emerging growth company” and a “smaller reporting company” and are able to avail ourselves of reduced disclosure requirements applicable to emerging growth companies or smaller reporting companies, which could make the Pinstripes Holdings Class A Common Stock less attractive to investors.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). In this prospectus, we have taken advantage of, and we plan in future filings with the SEC to continue to take advantage of, certain exemptions from various reporting requirements that are applicable to public companies that are not “emerging growth companies,” including not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure

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Weobligations ~~are~~regarding anexecutive ~~“emerging~~compensation ~~growth~~and ~~company”~~exemptions ~~and~~from ~~are~~the ~~able~~requirements toof ~~avail~~holding ~~ourselves~~a nonbinding advisory vote on executive compensation and stockholder approval of ~~reduced~~certain ~~disclosure~~golden ~~requirements~~parachute ~~applicable~~payments. As a result, our stockholders may not have access to ~~emerging~~certain ~~growth~~information ~~companies,~~they ~~which~~may ~~could~~deem ~~make~~important. We cannot predict if investors will find the Pinstripes Holdings Class A Common Stock less attractive tobecause we may rely on these exemptions. If some investors find the Pinstripes Holdings Class A Common Stock less attractive as a result, there may be a less active trading market for the Pinstripes Holdings Class A Common Stock and our stock price may be more volatile. We may take advantage of these reporting exemptions until we are no longer an emerging growth company.

~~Pinstripes~~In ~~Holdings is an “emerging growth company~~addition,” asSection ~~defined~~107 ~~in the Jumpstart Our Business Startups Act~~ of ~~2012 (~~the “JOBS Act~~”).~~ ~~Pinstripes~~also ~~Holdings~~provides ~~has~~that inan ~~this~~“emerging ~~prospectus~~growth ~~taken~~company” can take advantage of, ~~and~~the ~~Pinstripes~~exemption ~~Holdings~~from ~~plans~~complying inwith ~~future~~new ~~filings~~or ~~with~~revised ~~the~~accounting ~~SEC~~standards toprovided ~~continue~~in toSection ~~take~~7(a)(2)(B) ~~advantage~~ of, ~~certain~~the ~~exemptions~~Securities ~~from~~Act ~~various~~as ~~reporting~~long ~~requirements~~as ~~that~~it ~~are~~remains ~~applicable~~an toemerging ~~public~~growth ~~companies~~company. ~~that~~An ~~are not “~~emerging growth ~~companies,”~~company ~~including~~can ~~not~~therefore ~~being~~delay ~~required~~the toadoption ~~comply~~of ~~with~~certain ~~the~~accounting ~~auditor~~standards ~~attestation~~until ~~requirements~~those ofstandards ~~Section 404(b)~~would ofotherwise ~~the~~apply ~~Sarbanes-Oxley~~to ~~Act~~private ofcompanies. ~~2002~~Banyan ~~(the~~did ~~“Sarbanes-Oxley~~not ~~Act”),~~elect ~~reduced~~to ~~disclosure~~opt ~~obligations~~out ~~regarding~~of ~~executive~~such ~~compensation~~extended ~~and~~transition ~~exemptions~~period, ~~from~~which ~~the~~means ~~requirements~~that ofwhen ~~holding~~ a ~~nonbinding~~standard ~~advisory~~is ~~vote~~issued onor ~~executive~~revised ~~compensation~~ and ~~stockholder~~it ~~approval~~has ofdifferent ~~certain~~application ~~golden~~dates ~~parachute~~for ~~payments.~~public Asor aprivate ~~result~~companies, Pinstripes Holdings, ~~stockholders~~as ~~may~~an ~~not~~emerging ~~have~~growth ~~access~~company, tocan ~~certain~~adopt ~~information~~the ~~they~~new ~~may~~or ~~deem~~revised ~~important.~~standard Weat ~~cannot~~the ~~predict~~time ifprivate ~~investors~~companies ~~will~~adopt ~~find~~ the ~~Pinstripes~~new ~~Holdings~~or ~~Class~~revised Astandard. ~~Common~~This ~~Stock less attractive because we~~ may ~~rely~~make oncomparison ~~these~~of ~~exemptions. If some investors find the~~ Pinstripes Holdings’ ~~Class~~financial Astatements ~~Common~~with ~~Stock~~another ~~less~~public ~~attractive~~company aswhich ais ~~result,~~not ~~there~~an ~~may~~emerging begrowth acompany ~~less~~or ~~active~~is ~~trading~~an ~~market~~emerging ~~for~~growth ~~the~~company ~~Pinstripes~~that ~~Holdings~~has ~~Class~~opted Aout ~~Common~~of ~~Stock~~using ~~and~~the ~~our~~extended ~~stock~~transition ~~price~~period ~~may~~difficult beor ~~more~~impossible ~~volatile.~~because ~~We may take advantage~~ of ~~these~~the ~~reporting~~potential ~~exemptions~~differences ~~until~~in weaccountant ~~are~~standards ~~no longer an “emerging growth company~~used.”

InPinstripes ~~addition,~~Holdings ~~Section 107~~will ofremain ~~the JOBS Act also provides that~~ an “emerging growth company” ~~can~~until ~~take~~the ~~advantage~~earlier of (1) the ~~exemption~~last ~~from~~day ~~complying~~of ~~with~~the ~~new~~first orfiscal ~~revised~~year ~~accounting standards provided in Section 7~~(a)~~(2)(B)~~ offollowing the ~~Securities~~fifth ~~Act~~anniversary asof ~~long as we are an emerging growth company. An emerging growth company can therefore delay~~ the ~~adoption~~completion of ~~certain~~Banyan’s ~~accounting~~initial ~~standards~~public ~~until~~offering ~~those~~(the ~~standards~~“IPO”), ~~would~~(b) ~~otherwise~~in ~~apply~~which towe ~~private~~have ~~companies.~~total ~~Banyan~~annual ~~did~~gross ~~not~~revenue ~~elect to opt out~~ of ~~such~~at ~~extended~~least ~~transition~~$1.235 ~~period~~billion, ~~which means that when a standard is issued~~ or ~~revised~~(c) ~~and~~in itwhich ~~has~~we ~~different~~are ~~application~~deemed ~~dates~~to ~~for~~be ~~public~~a orlarge ~~private~~accelerated ~~companies~~filer, ~~Pinstripes~~which ~~Holdings,~~means asthe anmarket ~~emerging~~value ~~growth~~of ~~company, can adopt~~ the ~~new~~Pinstripes orHoldings ~~revised~~Class ~~standard~~A atCommon ~~the~~Stock ~~time~~that ~~private~~is ~~companies~~held ~~adopt~~by ~~the~~non-affiliates ~~new~~equals or ~~revised~~exceeds ~~standard.~~$700 ~~This~~million ~~may~~as ~~make~~of ~~comparison~~the end of ~~Pinstripes~~that ~~Holdings~~year’s ~~financial~~second ~~statements~~fiscal ~~with~~quarter, ~~another~~and ~~public~~(2) ~~company~~the ~~which~~date ison ~~not~~which anwe ~~emerging~~have ~~growth~~issued ~~company~~more orthan is$1.00 anbillion ~~emerging~~in ~~growth~~non-convertible ~~company~~debt ~~that~~securities ~~has~~during ~~opted out of using~~ the ~~extended~~prior ~~transition~~three-year period ~~difficult or impossible because of the potential differences in accountant standards used~~.

Additionally, Pinstripes Holdings ~~will~~is ~~remain~~a an“smaller ~~emerging~~reporting ~~growth~~ company” ~~until~~as ~~the~~defined ~~earlier~~in ofItem 10(f)(1) ~~the~~ ~~last day~~ of ~~the~~Regulation ~~first~~S-K. ~~fiscal~~Smaller ~~year~~reporting ~~(a) following~~companies ~~the~~may ~~fifth~~take ~~anniversary~~advantage of ~~the~~certain ~~completion~~reduced ofdisclosure ~~Banyan’s~~obligations, ~~IPO~~including, ~~(b) in~~among ~~which~~other wethings, ~~have~~providing ~~total~~only ~~annual~~two ~~gross~~years ~~revenue~~ of ataudited ~~least~~financial $1statements.~~235 billion,~~ orWe ~~(c) in~~will ~~which~~remain wea ~~are~~smaller ~~deemed~~reporting tocompany beuntil athe ~~large~~last ~~accelerated~~day ~~filer,~~of the fiscal year in which ~~means~~(1) the market value of ~~the~~our ~~Pinstripes~~common ~~Holdings~~stock ~~Class A Common Stock that is~~ held by non-affiliates equals or exceeds $~~700~~ 250 million as of the end of that year’s second fiscal quarter, and our annual revenues equaled or exceeded $100 million during such completed fiscal year, or (2) the ~~date~~market onvalue ~~which~~of weour ~~have~~common ~~issued~~stock ~~more~~held ~~than~~by ~~$1.00 billion in~~ non-~~convertible~~affiliates ~~debt~~equals ~~securities~~or ~~during~~exceeds $700 million as of the ~~prior~~end ~~three-~~of that year’s ~~period~~second fiscal quarter. This may also make comparison of us with other public companies more difficult.

We may issue shares of preferred stock in the future, which could make it difficult for another company to acquire us or could otherwise adversely affect holders of the Pinstripes Holdings Class A Common Stock, which could depress the price of the Pinstripes Holdings Class A Common Stock.

Our Charter authorizes us to issue one or more series of preferred stock. The Pinstripes Holdings Board has the authority to determine the preferences, limitations and relative rights of the shares of preferred stock and to fix the number of shares constituting any series and the designation of such series, without any further vote or action by our stockholders. Our preferred stock could be issued with voting, liquidation, dividend and other rights superior to the rights of the Pinstripes Holdings Class A Common Stock. The potential issuance of preferred stock may delay or prevent a change in control of us, discourage bids for the Pinstripes Holdings Class A Common Stock at a premium to the market price and materially and adversely affect the market price and the voting and other rights of the holders of the Pinstripes Holdings Class A Common Stock.

We ~~will~~ incur increased costs as a result of ~~becoming~~operating as a public company and in the administration of our organizational structure.

WeAs ~~will~~a public company, we incur significant legal, accounting, insurance and other expenses that ~~Pinstripes~~we did not incur as a private company, including costs associated with public company reporting requirements, and these expenses may increase even more after we are no longer an “emerging growth company.” The Sarbanes-Oxley Act, including ~~the~~

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the requirements of Section 404, as well as the rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder and the Public Company Accounting Oversight Board (the “PCAOB”) as well as the listing standards of the NYSE, impose additional reporting and other obligations on public companies. Compliance with public company requirements has increased costs and made certain activities more time-consuming. The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing as SEC reporting requirements continue to increase. For example, the SEC recently finalized rules that have increased reporting requirements with respect to cybersecurity, insider trading and Rule 10b5-1 trading plans. We expect our compliance with these rules and regulations to increase our legal and financial costs and make some activities more time-consuming and costly. In estimating these costs, we took into account expenses related to insurance, legal, accounting and compliance activities, as well as other expenses not currently incurred. Changes in these laws and regulations could also make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on the Pinstripes Holdings Board or our board committees or as our executive officers. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to the delisting of ~~the~~our ~~Pinstripes Holdings Class A Common Stock~~securities, fines, sanctions and other regulatory action and potentially civil litigation.

We may not be able to timely and effectively implement controls and procedures required by Section 404 of the Sarbanes-Oxley Act~~, which is applicable to us after the Business Combination and the transactions related thereto are consummated~~.

As a public company, ~~Pinstripes~~we ~~Holdings~~are is required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of internal control over financial reporting. To comply with the requirements of being a public company, ~~Pinstripes~~we ~~Holdings~~are is required to provide attestation on internal controls, and we may need to undertake various actions, such as implementing additional internal controls and procedures and hiring additional accounting or internal audit staff. The standards required for a public company under Section 404 of the Sarbanes-Oxley Act are significantly more stringent than those that were required of ~~Pinstripes~~us when itwe ~~was~~were a privately held company. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements. If we are not able to implement the additional requirements of Section 404 in a timely manner or with adequate compliance, we may not be able to assess whether our internal controls over financial reporting are effective, which may subject us to adverse regulatory consequences and could harm investor confidence and the market price of our securities. Further, as an “emerging growth company,” our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal controls over financial reporting pursuant to Section 404 until the date we are no longer an emerging growth company. At such time, our independent registered public accounting firm may issue a report that is adverse in the event that it is not satisfied with the level at which the controls of Pinstripes Holdings are documented, designed or operating.

~~Pinstripes~~Our ~~Holdings’~~ stockholders may be required to bring certain actions or proceedings relating to us in the Delaware Court of Chancery and certain actions asserting claims arising under the Securities Act in the federal district courts of the United States.

Our Charter requires that, unless ~~Pinstripes~~we ~~Holdings~~consent ~~consents~~ in writing to an alternative forum, ~~that~~ the Delaware Court of Chancery be the sole and exclusive forum for: (1) derivative actions or proceedings brought on behalf of us; (2) actions asserting a claim of a breach of a fiduciary duty owed by any of our directors, officers or employees to us or our stockholders; (3) civil actions to interpret, apply, enforce or determine the validity of our certificate of incorporation or bylaws; or (4) actions asserting a claim governed by the internal affairs doctrine. Under our Charter, if the Delaware Court of Chancery lacks jurisdiction over any of the foregoing actions or proceedings, then the sole and exclusive forum for such actions or proceedings will be another state or federal court located in the State of Delaware, as long as such court has jurisdiction over the parties. Because these Delaware forum provisions require our stockholders to bring certain types of actions and proceedings relating to Delaware law in the Delaware Court of Chancery or another state or federal court located in the State of Delaware, they may prevent our stockholders from bringing such actions or proceedings in another court that a stockholder may view as more convenient, cost-effective

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~~bringing such actions~~ or ~~proceedings in another court that a stockholder may view as more convenient, cost-effective or~~ advantageous to the stockholder or the claims made in such action or proceeding, or may discourage them from bringing such actions or proceedings altogether.

In addition, pursuant to our Charter, unless ~~Pinstripes~~we ~~Holdings~~consent ~~consents~~ in writing to an alternative forum, the U.S. federal district courts will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for any action asserting a claim arising under the Securities Act. This forum provision prevents our stockholders from bringing claims arising under the Securities Act in state court, which court our stockholders may view as more convenient, cost effective or advantageous to the claims made in such action and therefore may discourage such actions. While the Delaware Supreme Court has recently upheld provisions of the certificates of incorporation of other Delaware corporations that are similar to this forum provision and courts in California and New York have also upheld similar exclusive forum provisions, there is currently a circuit split as to whether exclusive forum provisions requiring derivative litigation to be filed in the Delaware Court of Chancery could foreclose a derivative suit alleging a violation of the Exchange Act.

Neither the Delaware nor the Securities Act forum provisions are intended by us to limit the forums available to our stockholders for actions or proceedings asserting claims arising under the Exchange Act, which are already limited to the federal courts of the United States pursuant to the Exchange Act.

Members of Pinstripes Holdings’ management team have ~~no or~~ limited experience in operating a public company.

Members of Pinstripes Holdings’ leadership team have ~~no or~~ limited experience in the management of a publicly traded company. Pinstripes Holdings’ management team may not successfully or effectively manage its transition to being a public company that is subject to significant regulatory oversight and reporting obligations under federal securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that an increasing amount of their time may be devoted to these activities, resulting in less time being devoted to the management and growth of Pinstripes Holdings. ~~Pinstripes~~As ~~Holdings~~a ~~will~~result, ~~likely~~Pinstripes beHoldings ~~required~~has tohired ~~expand its employee base and hire~~ additional employees to support its operations as a public company, which ~~will~~has ~~increase~~increased its operating costs ~~in future periods~~.

Our new independent auditing firm may interpret accounting rules differently than our old independent auditing firm.

In January 2024, we dismissed our prior independent accounting firm and engaged a new one to serve in that role. Consequently, our new independent auditor will be reviewing and auditing our financial reporting in the future. Given the complexities of public-company accounting rules and the differences in how those rules are interpreted by various accounting firms, it is possible that our new independent auditor will require us to characterize certain transactions and/or present financial data differently than was approved by our former auditor. Similarly, it is possible that our new auditor will disagree with the way we have presented financial results in prior periods, in which case we may be required to restate those financial results. In either case, these changes could negatively impact our future financial results and/or previously reported financial results, could subject us to the expense and other consequences of restating our prior financial statements, and could lead to government investigation and/or stockholder litigation.

Risks Related to the Ownership of our Securities

There can be no assurance that we will be able to comply with the continued listing standards of the NYSE, which could result in the delisting of our securities, limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

The Pinstripes Holdings Class A Common Stock and Public Warrants are currently listed on the NYSE under the symbol “PNST” and the “PNST WS,” respectively.

31If we were to fail to meet the continued listing requirements of the NYSE or another national stock exchange, we and our stockholders could face significant material adverse consequences, including:

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If we were to fail to meet the continued listing requirements of the NYSE or another national stock exchange, Pinstripes Holdings and its stockholders could face significant material adverse consequences, including:

•a limited availability of market quotations for our securities;

•reduced liquidity for our securities;

•a determination that the Pinstripes Holdings Class A Common Stock is a “penny stock,” which would require brokers trading in the Pinstripes Holdings Class A Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

•a limited amount of news and analyst coverage; and

•a decreased ability to issue additional securities or obtain additional financing in the future.

WeOn ~~cannot~~October ~~assure~~16, ~~you~~2024, we were notified by the NYSE that anwe ~~active~~were ~~trading~~not ~~market~~in ~~for~~compliance with Section 802.01B and Section 802.01C of the ~~Pinstripes~~NYSE ~~Holdings~~Listed ~~Class~~Company AManual ~~Common~~because ~~Stock~~the ~~will~~Company's ~~develop~~average ormarket becapitalization ~~sustained~~was ~~after~~less than $50 million over a consecutive 30 trading-day period and, at the ~~closing~~same oftime, the ~~Business~~average ~~Combination.~~closing price

We cannot assure you that an active trading market for the Pinstripes Holdings Class A Common Stock will develop or be sustained after the closing of the Business Combination. If an active market does not develop, stockholders may have difficulty selling any shares of the Pinstripes Holdings Class A Common Stock. This risk has been exacerbated in connection with the high level of redemptions of shares of Banyan Class A Common Stock in connection with the Extension Meeting and further exacerbated by the redemptions of Public Shares in connection with the closing of the Business Combination, which led to a significantly reduced number of public stockholders holding Pinstripes Holdings securities subsequent to the Closing. 31

IfTable ~~securities analysts do not publish research or reports about our business or if they publish negative evaluations~~ of ~~the Pinstripes Holdings Class A Common Stock, the price of the Pinstripes Holdings Class A Common Stock could decline.~~ Contents

~~The~~of ~~trading market for~~ the ~~Pinstripes~~Company’s ~~Holdings~~common ~~Class~~stock Awas ~~Common~~less ~~Stock~~than ~~will rely in part on the research and reports that industry or financial analysts publish about Pinstripes Holdings~~$1.00 Weover doa ~~not~~consecutive ~~currently~~30 ~~have and may never obtain research coverage by industry or financial analysts. If no or few analysts commence coverage of Pinstripes Holdings, the~~ trading-day ~~price of our stock would likely decrease~~period. ~~Even~~The ifnotice wedoes donot ~~obtain~~result ~~analyst~~in ~~coverage, if one or more of~~ the ~~analysts~~immediate ~~covering~~delisting ~~our business downgrade their evaluations~~ of ~~our stock,~~ the ~~price~~Company’s ~~of the Pinstripes Holdings~~ Class A Common Stock ~~could~~from ~~decline. If one or more of these analysts cease to cover~~ the ~~Pinstripes Holdings Class A Common Stock, we could lose visibility in the market for our stock, which in turn could cause the Pinstripes Holdings Class A Common Stock price to decline~~NYSE.

IfWe ~~Pinstripes~~submitted ~~Holdings’~~a ~~operating~~plan to the NYSE on November 29, 2024, that is intended to cure the market capitalization and ~~financial~~stock ~~performance~~price indeficiencies and to return the Company to compliance with the NYSE continued listing standards. The Company can regain compliance at any ~~given~~time within the six-month period ~~does~~with ~~not~~respect ~~meet~~of the ~~guidance~~minimum ~~that~~average weshare ~~provide~~price todeficiency if following receipt of the ~~public,~~NYSE ~~our~~notice ~~stock~~if on the last trading day of any calendar month during the cure period the Company has a closing share price ~~may~~of ~~decline~~at least $1.00 and an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month.

WeThe ~~have~~NYSE ~~provided,~~will ~~and~~have ~~may~~45 indays after the ~~future~~receipt ~~provide,~~of ~~public~~the ~~guidance~~plan onto ~~our~~review ~~expected operating~~ and ~~financial~~determine ~~results~~whether ~~for future periods. For example, in connection with~~ the ~~Business~~Company ~~Combination,~~has wemade ~~provided~~a ~~projected~~reasonable ~~financial~~demonstration ~~and operating information which reflected estimates~~ of ~~future~~its ~~performance~~ability ofto ~~our~~regain ~~legacy~~compliance ~~locations,~~with the ~~opening~~minimum ~~dates~~average ofmarket ~~new~~capitalization ~~locations~~standard ~~and~~within ~~their~~the ~~anticipated~~18-month ~~performance,~~cure ~~that~~period. weThe NYSE will ~~continue~~either toaccept ~~execute~~the ~~with our current team~~plan, ~~while~~at ~~also~~which ~~adding~~time ~~certain key hires, and that~~ we ~~have~~would ~~incurred~~be ~~and~~subject ~~will continue~~ to ~~incur~~ongoing ~~additional~~monitoring ~~costs~~for incompliance ~~connection~~ with ~~being a public company. Such projected financial information was~~ the ~~basis~~plan, ~~for~~or the ~~2024~~NYSE ~~EBITDA~~will ~~target~~not inaccept ~~respect of~~ the ~~vesting~~plan, ofand the ~~EBITDA~~Company ~~Earnout~~would ~~Shares. Any~~be ~~such guidance is comprised of forward-looking statements~~ subject to ~~the~~suspension ~~risks~~ and ~~uncertainties~~delisting ~~described~~procedures. inIf ~~this~~the ~~prospectus~~NYSE ~~and~~accepts inthe ~~our~~plan ~~other public filings~~ and ~~public~~the ~~statements.~~Company ~~Our~~satisfies ~~actual~~the ~~results~~minimum ~~may~~average ~~not~~market ~~always~~capitalization bestandard, inthe ~~line~~Company’s ~~with~~Class orA ~~exceed~~Common ~~any~~Stock ~~guidance~~will wecontinue ~~have~~to ~~provided~~be orlisted ~~will~~and ~~provide~~traded inon the ~~future,~~NYSE ~~especially~~during inthe ~~times~~18-month ofcure ~~economic~~period, ~~uncertainty.~~subject Ifto ~~our~~the ~~operating~~Company’s orcompliance ~~financial~~with ~~results~~other ~~for~~continued alisting ~~particular~~standards, ~~period~~including dothe ~~not~~minimum ~~meet~~average ~~any~~share ~~guidance~~price westandard, ~~provide~~and or the ~~expectations~~Company ofwill ~~investment~~be ~~analysts,~~subject orto ifquarterly wemonitoring ~~reduce~~by ~~our~~the ~~guidance~~NYSE for ~~future~~compliance ~~periods,~~with the ~~market price of the Pinstripes Holdings Class A Common Stock may decline as well~~plan.

Under the NYSE’s rules, if the Company determines that, if necessary, it will cure the market capitalization and stock price deficiencies by taking an action that will require stockholder approval, it must so inform the NYSE in the above referenced notification and the market capitalization and price condition will be deemed cured if the market capitalization and price promptly exceeds $50 million and $1.00 per share, respectively, and the price remains above those levels for at least the following 30 trading days. The Company intends to consider available alternatives, including but not limited to a reverse stock split, that are subject to shareholder approval.

We cannot assure you that an active trading market for the Pinstripes Holdings Class A Common Stock will develop or be sustained.

We cannot assure you that an active trading market for the Pinstripes Holdings Class A Common Stock will develop or be sustained. If an active market does not develop, stockholders may have difficulty selling any shares of the Pinstripes Holdings Class A Common Stock. This risk has been exacerbated in connection with the high level of redemptions of shares of Banyan Class A Common Stock in connection with the meeting on December 21, 2023 held by Banyan for its stockholders to approve certain amendments to its charter and was further exacerbated by the redemptions of Public Shares in connection with the closing of the Business Combination, which led to a significantly reduced number of public stockholders holding Pinstripes securities subsequent to the Closing.

If securities or industry analysts publish inaccurate or unfavorable research reports about our business, our share price and trading volume could decline.

The trading market for our Class A common stock will partially depend on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us should downgrade our shares or change their opinion of our business prospects, our share price would likely decline. If one or more of these analysts ceases coverage of our company or fails to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.

If our operating and financial performance in any given period does not meet the guidance that we provide to the public, our stock price may decline.

We have provided, and may in the future provide, public guidance on our expected operating and financial results for future periods. For example, in connection with the Business Combination, we provided projected financial and operating information which reflected estimates of future performance of our legacy locations, the opening dates of new locations and their anticipated performance, that we will continue to execute with our current team, while also adding certain key hires, and that we have incurred and will continue to incur additional costs in

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~~The~~connection ~~market~~with ~~price~~being ofa ~~Pinstripes~~public ~~Holdings~~company. ~~Class~~Such Aprojected ~~Common~~financial ~~Stock~~information was the basis for the EBITDA Earnout Shares, which shares are subject to the vesting and ~~Warrants~~forfeiture ~~substantially~~conditions ~~declined~~on ~~following~~transfer set forth in the ~~Business~~Charter. ~~Combination~~Any such guidance is comprised of forward-looking statements subject to the risks and uncertainties described in this prospectus and in our other public filings and public statements. IfOur actual results may not always be in line with or exceed any guidance we have provided or will provide in the ~~perceived~~future, ~~benefits~~especially in times of ~~the~~economic ~~Business~~uncertainty. ~~Combination~~If our operating or financial results for a particular period do not meet any guidance we provide or the expectations of ~~investors~~investment analysts, ~~securityholders~~ or ~~financial~~if ~~analysts~~we reduce our guidance for future periods, the market price ~~for~~of the Pinstripes Holdings Class A Common Stock may ~~further~~ decline as well.

~~Although~~The ~~the Business Combination valued Pinstripes at a $336.2 million pre-money equity valuation, based upon an assumed~~ market ~~value~~price of ~~$10.00 per share, the cash backed value per share of~~ Pinstripes Holdings Class A Common Stock ~~following~~and ~~the~~Warrants ~~Business Combination was~~ substantially ~~less~~declined ~~than~~following ~~$10.00 per share, and~~ the ~~market~~Business ~~values~~Combination. ofIf the ~~securities~~perceived ofbenefits ~~Pinstripes, including Pinstripes Holdings Class A Common Stock and Warrants, following the consummation~~ of the Business Combination ~~has~~do ~~declined~~not ~~significantly~~meet ~~from~~ the ~~implied~~expectations ~~valuation~~ of ~~Pinstripes~~investors, onsecurityholders ~~the~~or ~~date~~financial analysts, the ~~Business~~market ~~Combination~~price ~~Agreement~~for ~~was executed. Factors affecting~~ the ~~trading~~Pinstripes ~~price~~Holdings ofClass ~~Pinstripes~~A ~~Holdings’~~Common ~~securities~~Stock may ~~include:~~further decline.

Although the Business Combination valued Pinstripes at a $336.2 million pre-money equity valuation, based upon an assumed market value of $10.00 per share, the cash backed value per share of Pinstripes Holdings Class A Common Stock following the Business Combination was substantially less than $10.00 per share, and the market values of the securities of Pinstripes, including Pinstripes Holdings Class A Common Stock and Warrants, following the consummation of the Business Combination has declined significantly from the implied valuation of Pinstripes on the date the Business Combination Agreement was executed. Factors affecting the trading price of Pinstripes Holdings’ securities may include, among other things:

•variations in our financial results or those of companies that are perceived to be similar to us;

•actions by us or our competitors, such as sales initiatives, acquisitions or restructurings;

•changes in our earnings estimates or expectations as to our future financial performance, as well as financial estimates by securities analysts and investors, and our ability to meet or exceed those estimates or expectations;

•additions or departures of key management personnel;

•legal proceedings involving ~~our company~~us, our industry, or both;

•changes in our capitalization, including future issuances of the Pinstripes Holdings Class A Common Stock or the incurrence of additional indebtedness;

•changes in market valuations of companies similar to ours;

•the prospects of the industry in which we operate;

•actions by institutional and other stockholders;

•speculation or reports by the press or investment community with respect to us or our industry in general;

•general economic, market and political conditions; and

•other risks, uncertainties and factors described in this section entitled “Risk Factors” ~~and~~ in this prospectus.

Stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies in Pinstripes Holdings’ industry. These and other factors may cause the market price and demand for the Pinstripes Holdings Class A Common Stock to fluctuate substantially, which may limit or prevent investors from readily selling their shares of the Pinstripes Holdings Class A Common Stock and may otherwise negatively affect the liquidity of the Pinstripes Holdings Class A Common Stock. In the past, stockholders have instituted securities class action litigation following periods of volatility in the market price of their common stock. If we were involved in securities litigation, we could incur substantial costs and our resources and the attention of management could be diverted from our business.

Substantial future sales of the Pinstripes Holdings Class A Common Stock, or the perception in the public markets that these sales may occur, may depress our stock price.

The market price of the Pinstripes Holdings Class A Common Stock could decline significantly as a result of sales of a large number of shares of the Pinstripes Holdings Class A Common Stock in the market following the closing of the Business Combination. These sales, or the perception that these sales might occur, could depress the market price of the Pinstripes Holdings Class A Common Stock. These sales, or the possibility that these sales may

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~~occur,~~Substantial ~~also~~future ~~might~~sales ~~make~~of itthe ~~more~~Pinstripes ~~difficult~~Holdings ~~for~~Class usA toCommon ~~sell~~Stock, ~~equity~~or ~~securities~~the perception in the ~~future~~public atmarkets athat ~~time~~these ~~and~~sales atmay aoccur, ~~price~~may ~~that~~depress weour ~~deem~~stock ~~appropriate~~price.

~~All~~The ~~shares~~market price of the Pinstripes Holdings Class A Common Stock ~~issued~~could asdecline ~~merger~~significantly ~~consideration~~as ina ~~the~~result ~~Business~~of ~~Combination~~sales ~~are~~of ~~freely~~a ~~tradable,~~large ~~subject~~number toof ~~certain~~shares ~~lock-ups,~~of ~~without registration under~~ the ~~Securities~~Pinstripes ~~Act~~Holdings ~~and~~Class ~~without~~A ~~restriction~~Common byStock ~~persons~~in ~~other~~the ~~than~~market. ~~our~~These ~~“affiliates”~~sales, ~~(as~~or ~~defined~~the ~~under~~perception ~~Rule 144~~that ~~under~~these ~~the~~sales ~~Securities~~might ~~Act~~occur, ~~referred~~could todepress ~~herein as “Rule 144”) and persons who were affiliates of Pinstripes at~~ the ~~time~~market ofprice ~~the written consent~~ of the Pinstripes ~~stockholders~~Holdings toClass ~~approve~~A ~~the~~Common ~~Business~~Stock. ~~Combination,~~These ~~including our directors~~sales, ~~executive~~or ~~officers and other affiliates. Commencing one year following~~ the ~~filing~~possibility ofthat ~~our~~these ~~Current~~sales ~~Report~~may ~~on Form 8-K on January 5~~occur, ~~2024,~~also ~~shares~~might ~~held~~make byit ~~certain~~more ofdifficult ~~our securityholders will be eligible~~ for ~~resale,~~us ~~subject~~ to, insell ~~the~~equity ~~case~~securities ~~of certain securityholders, Pinstripes Holdings being current~~ in ~~its~~the ~~Exchange~~future ~~Act~~at ~~reporting~~a astime ~~well as volume, manner of sale~~ and ~~other~~at ~~limitations~~a ~~under~~price ~~Rule 144~~that ~~and/or~~we ~~Rule 145~~deem ~~under the Securities Act~~appropriate.

IfAll ~~our~~shares ~~current stockholders sell substantial amounts~~ of ~~the~~ Pinstripes Holdings Class A Common Stock inissued ~~the~~as ~~public~~merger ~~market,~~consideration orin if the ~~public~~Business ~~perceives~~Combination ~~that~~are ~~such~~freely ~~sales could occur~~tradable, ~~there~~without ~~could~~registration beunder ~~an adverse impact on~~ the ~~market~~Securities ~~price~~Act ofand ~~the~~without ~~Pinstripes~~restriction ~~Holdings~~by ~~Class~~persons Aother ~~Common~~than ~~Stock,~~our ~~even~~“affiliates” if(as ~~there~~defined isunder noRule ~~relationship~~144 ~~between~~under ~~such sales and~~ the ~~performance~~Securities ~~of our business. In addition~~Act, ifreferred ~~certain~~to ~~price~~herein ~~targets~~as ~~for~~“Rule ~~the~~144”) ~~Pinstripes~~and ~~Holdings~~persons ~~Class~~who Awere ~~Common~~affiliates ~~Stock~~of ~~are~~Pinstripes ~~reached,~~at the ~~Earnout~~time ~~Shares~~of ~~and~~the ~~Vesting~~written ~~Shares~~consent ~~that~~of ~~will~~the bePinstripes ~~initially~~stockholders ~~subject~~ to ~~certain~~approve ~~vesting~~the ~~conditions~~Business ~~and transfer restrictions~~Combination, ~~will~~including ~~become~~our ~~freely tradeable. Additionally~~directors, ifexecutive ~~Pinstripes~~officers ~~Holdings’~~and ~~public~~other ~~issuance~~affiliates. ofCommencing anone ~~earnings~~year ~~release~~following ~~for Pinstripes Holdings’ fiscal quarter ending at~~ the ~~end~~filing of ~~the~~our ~~EBITDA~~Current ~~Earnout~~Report ~~Period~~on ~~reports~~Form ~~2024~~8-K ~~EBITDA~~on ~~equal~~January or5, ~~greater than $28~~2024,~~000,000,~~ ~~then~~shares ~~one-hundred~~held ~~percent~~by ofcertain ~~the EBITDA Earnout Shares will immediately vest and convert into shares~~ of ~~Pinstripes~~our ~~Holdings~~securityholders ~~Class A Common Stock and~~ will nobe ~~longer~~eligible befor resale, subject to, ~~the vesting and forfeiture conditions set forth~~ in the ~~Charter.~~case ~~The vesting and sale~~ of ~~the~~certain ~~Earnout Shares~~securityholders, ~~the~~us ~~Vesting~~being ~~Shares~~current ~~and~~in ~~the~~our ~~EBITDA~~Exchange ~~Earnout~~Act ~~Shares~~reporting, oras ~~the~~well ~~perception~~as ~~that~~volume, ~~these~~manner ~~sales~~of ~~could~~sale ~~occur,~~and ~~could~~other ~~adversely~~limitations ~~impact~~under ~~the~~Rule ~~market~~144 ~~price~~and/or ofRule ~~Pinstripes~~145 ~~Holdings~~under ~~Class~~the ASecurities ~~Common Stock~~Act.

~~Pinstripes~~If ~~Holdings~~our ~~also~~current ~~entered~~stockholders ~~into~~sell substantial amounts of the Pinstripes Holdings Class A&R ~~Registration~~Common ~~Rights~~Stock ~~Agreement~~in ~~with~~the public market, or if the ~~Sponsor~~public ~~Holders~~perceives that such sales could occur, ~~certain~~there could be an adverse impact on the market price of the Pinstripes Holdings’ ~~stockholders~~Class A Common Stock, even if there is no relationship between such sales and ~~members~~the performance of ~~Pinstripes~~our ~~Holdings’~~business. ~~management~~In ~~pursuant~~addition, toif ~~which~~certain ~~their~~price ~~shares~~targets offor the Pinstripes Holdings Class A Common Stock ~~will~~are bereached, ~~eligible~~the ~~for~~Earnout ~~resale.~~Shares ~~Pinstripes~~and ~~Holdings~~Vesting ~~also~~Shares, ~~intends~~that toare ~~provide~~initially subject to certain ~~shelf~~vesting ~~registration~~conditions ~~rights~~and ~~following~~transfer ~~the~~restrictions ~~completion~~will ofbecome ~~the~~freely ~~Business~~tradeable. ~~Combination~~Additionally, toif ~~register~~Pinstripes ~~the~~Holdings’ ~~resale~~public issuance of ~~certain~~an ~~shares~~earnings ofrelease for Pinstripes Holdings’ ~~Class~~fiscal Aquarter ~~Common~~ending ~~Stock~~at ~~issuable~~the ~~upon,~~end ~~among~~of ~~other~~the ~~things~~EBITDA Earnout Period reports 2024 EBITDA equal or greater than $28,000,000, ~~the~~then ~~exercise~~one-hundred percent of the ~~Oaktree~~EBITDA ~~Warrants.~~Earnout ToShares ~~the~~will ~~extent~~immediately vest and convert into shares of ~~the~~ Pinstripes Holdings Class A Common Stock ~~are~~and ~~registered~~will ~~for~~no ~~resale~~longer ~~pursuant~~be subject to the ~~A&R~~vesting ~~Registration~~and ~~Rights~~forfeiture ~~Agreement~~conditions orset ~~otherwise,~~forth ~~such~~in ~~shares~~the ~~may~~Charter. beThe ~~resold~~vesting byand sale of the ~~holders~~Earnout ~~thereof~~Shares, ~~including~~the ~~our~~Vesting ~~affiliates,~~Shares ~~without~~and ~~limitation~~the ~~under~~EBITDA Earnout Shares, or the ~~Securities~~perception ~~Act.~~that ~~See~~these sales could occur, could adversely impact the ~~section~~market ~~entitled~~price ~~“Related~~of ~~Person~~Pinstripes ~~Transactions~~Holdings — Class A&R ~~Registration~~Common ~~Rights Agreement~~Stock.”

InWe ~~addition,~~also ~~the~~entered ~~shares~~into ofthe ~~Pinstripes Holdings Class~~ A&R ~~Common~~Registration ~~Stock~~Rights ~~reserved~~Agreement ~~for~~with ~~future issuance under~~ the ~~2023~~Sponsor ~~EIP Plan and ESPP will become eligible for sale in the public market once those shares are issued~~Holders, ~~subject~~certain toother ~~any~~of ~~applicable~~our ~~vesting~~stockholders ~~requirements, lockup agreements~~ and ~~other~~members ~~restrictions~~of ~~imposed~~our bymanagement ~~law.~~pursuant ~~The~~to ~~2023~~which ~~EIP~~we ~~Plan~~have ~~initially~~agreed ~~reserves~~to register for ~~issuance~~resale ~~12,900,000~~their shares of Pinstripes Holdings Class A Common Stock ~~and the ESPP will initially reserve for issuance 850~~,~~000~~ including shares ofunderlying Pinstripes Holdings Class AB Common Stock., ~~The~~Warrants ~~2023~~and ~~EIP~~other ~~Plan~~securities. We also ~~provides~~agreed ~~for~~to anregister ~~“evergreen~~and ~~provision” pursuant~~ to ~~which~~register the ~~number~~resale of shares of Pinstripes Holdings Class A Common Stock ~~reserved~~issuable ~~for~~upon ~~issuance~~the ~~pursuant~~exercise toof ~~awards~~the ~~under~~Oaktree ~~such~~Tranche ~~plan~~1 ~~shall~~Warrants, ~~be increased on~~ the ~~first~~Oaktree ~~day~~Tranche of2 ~~each calendar year~~Warrants, ~~equal~~and to the ~~lesser~~Silverview ofTranche ~~(a)~~3 ~~fifteen~~Warrants. ~~percent~~To ~~(15%) of~~ the ~~aggregate~~extent ~~number of~~ shares of the Pinstripes Holdings Class A Common Stock ~~outstanding~~are onregistered ~~the~~for ~~last~~resale ~~day~~pursuant ofto the ~~immediately~~A&R ~~preceding~~Registration ~~calendar~~Rights ~~year~~Agreement ~~and~~or ~~(b)~~otherwise, such ~~smaller number of~~ shares ofmay ~~Pinstripes~~be ~~Holdings~~resold ~~Class A Common Stock as determined~~ by the ~~Pinstripes~~holders ~~Holdings Board~~thereof, orincluding aour ~~duly~~affiliates, ~~authorized~~without ~~committee~~limitation ~~thereof. Pinstripes Holdings is expected to file one or more registration statements on Form S-8~~ under the Securities Act. toWe ~~register~~filed ~~shares~~the ofregistration ~~Pinstripes~~statement ~~Holdings~~of ~~Class~~which Athis ~~Common~~prospectus ~~Stock~~forms ora ~~securities~~part ~~convertible~~is ~~into~~registering ~~or exchangeable~~ for resale shares of Pinstripes Holdings Class A Common Stock ~~issued~~as ~~pursuant~~required toby ~~the~~these ~~2023 EIP Plan or the ESPP~~agreements. ~~Any~~See ~~such Form S-8 registration statements will automatically become effective upon filing. Accordingly, shares registered under such registration statements will be available for sale in~~ the ~~open~~section ~~market~~entitled ~~and~~“Related ~~shares~~Person ~~issued~~Transactions ~~pursuant~~— A&R toRegistration ~~the~~Rights ~~2023 EIP Plan will result in dilution to our existing stockholders~~Agreement.”

In addition, the shares of Pinstripes Holdings Class A Common Stock reserved for future issuance under the 2023 EIP Plan and the ESPP will become eligible for sale in the public market once those shares are issued, subject to any applicable vesting requirements, lockup agreements and other restrictions imposed by law. The 2023 EIP Plan and the ESPP initially reserve for issuance 12,900,000 shares of Pinstripes Holdings Class A Common Stock and 850,000 shares of Pinstripes Holdings Class A Common Stock, respectively. The 2023 EIP Plan also provides for an “evergreen provision” pursuant to which the number of shares of Pinstripes Holdings Class A Common Stock reserved for issuance pursuant to awards under such plan shall be increased on the first day of each calendar year, equal to the lesser of (a) fifteen percent of the aggregate number of shares of Pinstripes Holdings Common Stock outstanding on the last day of the immediately preceding calendar year and (b) such smaller number of shares of Pinstripes Holdings Class A Common Stock as determined by the Pinstripes Holdings Board, or a duly authorized committee thereof. We filed a registration statement on Form S-8 to register shares of Pinstripes Holdings Class A

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Common Stock issued pursuant to the 2023 EIP Plan and the ESPP on April 22, 2024, which automatically became effective upon filing, and we may file additional registration statements on Form S-8 registering additional shares of Pinstripes Holdings Class A Common Stock in the future. Accordingly, shares registered under such registration statement will be available for sale in the open market and shares issued pursuant to the 2023 EIP Plan or the ESPP will result in dilution to our existing stockholders.

Also, in the future, we may issue shares of the Pinstripes Holdings Class A Common Stock in connection with investments or acquisitions. The number of shares of the Pinstripes Holdings Class A Common Stock issued in connection with an investment or acquisition could be material.

~~The~~Certain ~~historical~~existing ~~financial~~stockholders ~~results~~purchased ofsecurities ~~Pinstripes~~in ~~and~~the ~~unaudited~~Company ~~pro forma~~at ~~financial~~a ~~information~~price ~~included~~below ~~elsewhere~~the incurrent ~~this~~trading ~~prospectus~~price of such securities and may ~~not~~experience bea ~~indicative~~positive rate of ~~what~~return ~~Pinstripes~~based ~~Holdings’~~on ~~actual~~the ~~financial~~current ~~position~~trading orprice. ~~results~~Future ofinvestors ~~operations~~in ~~would~~the ~~have~~Company ~~been.~~may not experience a similar rate of return.

~~The~~Although ~~historical~~the ~~financial~~offering ~~results~~price ofto ~~Pinstripes~~public ~~included~~stockholders ~~elsewhere~~ in ~~this~~the ~~prospectus~~IPO dowas ~~not~~$10.00 ~~reflect~~per ~~the~~unit ~~financial~~(each ~~condition,~~unit ~~results~~consisting of ~~operations~~one orshare ~~cash~~of ~~flows~~Banyan ~~Pinstripes~~Class ~~would~~A ~~have~~Common ~~achieved~~Stock asand aone-half ~~public~~of ~~company~~one ~~during~~redeemable Warrant), the ~~periods~~Selling ~~presented~~Securityholders ormay ~~those~~acquire ~~Pinstripes~~the ~~Holdings~~outstanding ~~will~~securities ~~achieve~~offered infor ~~the~~resale ~~future.~~by ~~This~~the isCompany ~~the~~at ~~result~~a range of ~~the~~effective ~~following~~purchase ~~factors,~~prices ~~among~~ranging ~~others:~~from ~~(i)~~ $0.003 per share to $10.00 per share of Pinstripes Holdings ~~will~~Class ~~incur~~A ~~additional~~Common ~~ongoing~~Stock ~~costs~~(or, asin asome ~~result~~cases, ofsolely ~~the~~for ~~Business~~services ~~Combination~~or other non-cash consideration), ~~including~~and ~~costs~~at ~~related~~effective purchase prices ranging from $0 to ~~public~~$1.00 ~~company~~per ~~reporting,~~Private ~~investor~~Placement ~~relations~~Warrant. ~~and~~As ~~compliance~~of ~~with~~December 13, 2024, the ~~Sarbanes-Oxley~~closing ~~Act;~~price ~~and~~of ~~(ii)~~ Pinstripes Holdings’ ~~capital~~Class ~~structure~~A ~~will~~Common beStock ~~different~~as ~~from~~reported ~~that~~on ~~reflected~~the inNYSE ~~Pinstripes’~~was ~~historical~~$0.6274 ~~financial~~per ~~statements~~share. ~~Pinstripes~~Because ~~Holdings’~~the ~~financial~~current ~~condition~~market ~~and~~price ~~future~~of ~~results~~the ofPinstripes ~~operations~~Holdings ~~could~~Class beA ~~materially~~Common ~~different~~Stock ~~from~~is ~~amounts~~significantly ~~reflected~~higher inthan ~~our~~the ~~historical~~effective ~~financial~~purchase ~~statements~~price ~~included~~certain ~~elsewhere~~Selling inSecurityholders ~~this~~paid ~~prospectus,~~for sotheir itsecurities, there may be ~~difficult~~a ~~for~~higher ~~investors~~likelihood tothat ~~compare~~those ~~Pinstripes~~Selling ~~Holdings’~~Securityholders ~~future~~will ~~results~~sell totheir ~~historical~~shares ~~results~~pursuant or to ~~evaluate~~the ~~our~~registration ~~relative~~statement ~~performance~~of orwhich ~~trends~~this inprospectus ~~our~~is ~~business~~a part.

~~Similarly~~For example, ~~Banyan~~based ~~and~~on the closing price of the Pinstripes ~~previously~~Holdings ~~operated~~Class asA ~~separate~~Common ~~companies~~Stock ~~and~~of ~~had~~$0.6274 noon ~~prior~~December ~~history~~13, as2024, a(i) ~~combined~~the ~~entity~~holders of the 4,172,025 ~~and~~shares of Pinstripes’ Holdings Class A Common Stock originally issued to the Sponsor Holders for nominal consideration of $0.003 per share, would realize a potential profit of approximately $0.6244 per share and an aggregate profit of approximately $2,605,012 if they each sold all of their Pinstripes Holdings’ ~~operations~~Class ~~have~~A Common Stock, (ii) the holders of the 1,018,750 shares of Pinstripes Holdings Class A Common Stock issued to certain investors in Banyan in consideration of their agreement not ~~previously~~to ~~been~~redeem ~~managed~~their respective shares of Banyan Class A Common Stock in connection with Banyan’s extension meeting held on April 21, 2023 (which were issued for no cash consideration) would realize a ~~combined~~potential ~~basis~~profit of approximately $0.6274 ~~The~~per ~~unaudited~~share ~~pro forma~~and ~~financial~~an ~~information~~aggregate inprofit ~~this~~of ~~prospectus~~approximately is$639,164 ~~presented~~if ~~for~~they ~~illustrative~~each ~~purposes~~sold ~~only~~all ~~and~~of ~~only~~their Pinstripes Holdings Class A Common Stock, (iii) the holders of the Oaktree Tranche 1 Warrants would realize a potential profit of approximately $0.6174 per share and isan ~~not~~aggregate ~~necessarily~~profit ~~indicative~~of approximately $1,799,721 if it exercised all of the ~~financial~~up ~~position~~to or2,915,000 ~~results~~shares of ~~operations~~Pinstripes ~~that~~Holdings ~~will~~Class ~~actually~~A ~~occurred~~Common ~~after~~Stock underlying the ~~Business~~Oaktree ~~Combination~~Tranche ~~been~~1 ~~completed~~Warrants atfor or$0.01 asper share and sold all such shares of ~~the~~Pinstripes ~~dates~~Holdings ~~indicated~~Class A Common Stock, ~~nor~~(iv) isthe holders of the Oaktree Tranche 2 Warrants would realize a potential profit of approximately $0.6174 per share and an aggregate profit of approximately $107,891 if it ~~indicative~~exercised all of the ~~future~~up ~~operating~~to ~~results~~174,750 orshares ~~financial~~of ~~position~~Pinstripes Holdings Class A Common Stock underlying the Oaktree Tranche 2 Warrants for $0.01 per share and sold all such shares of Pinstripes Holdings Class A Common Stock and (v) the holders of the Silverview Tranche 3 Warrants would realize a potential profit of approximately $0.6174 ~~Furthermore~~per share and an aggregate profit of approximately $18,085 if it exercised all of the ~~unaudited~~up ~~pro forma~~to ~~financial~~29,292 ~~information~~shares ~~has~~of ~~been~~Pinstripes ~~prepared~~Holdings ~~based~~Class onA aCommon ~~number~~Stock underlying the Oaktree Tranche 2 Warrants for $0.01 per share and sold all such shares of ~~assumptions~~Pinstripes Holdings Class A Common Stock. ~~The~~Other ~~assumptions~~Selling ~~used~~Stockholders, inincluding ~~preparing~~the holders of the ~~pro~~Series ~~forma~~I ~~financial~~Convertible ~~information~~Preferred ~~may~~Stock, ~~not~~paid ~~prove~~more, or an amount approximately equivalent to bethe ~~accurate~~trading ~~and~~price ~~other~~of ~~factors~~$0.6274 per share as of December 13, 2024, and may ~~affect~~experience ~~our~~a ~~financial~~comparatively ~~condition~~smaller, or ~~results~~negative, rate of ~~operations~~return. ~~following~~The 11,771,022 shares of Pinstripes Holdings Class A Common Stock held by the ~~Closing~~Pinstripes Affiliates and registered herein were received as merger consideration shares at approximately $10.00 per share, based on the “Equity Value” of $379,366,110 set forth in the Business Combination Agreement, and are subject to the six-month lock-up restrictions described herein.

~~Accordingly,~~Investors ~~the~~who ~~pro forma~~purchased ~~financial information may not be indicative of~~ Pinstripes Holdings’ ~~future~~Class ~~operating~~A orCommon ~~financial~~Stock ~~performance~~on ~~and~~the ~~Pinstripes~~NYSE ~~Holdings’~~following ~~actual~~the ~~financial~~Business ~~condition~~Combination ~~and results of operations~~ may ~~vary~~not ~~materially~~experience ~~from~~a ~~Pinstripes~~similar ~~Holdings’~~rate ~~pro forma results~~ of ~~operations~~return ~~and~~due ~~balance~~to ~~sheets~~differences ~~included elsewhere~~ in ~~this~~the ~~prospectus,~~purchase ~~including~~prices asthey ahave ~~result~~paid ofand ~~such~~the ~~assumptions~~purchase ~~not~~prices ~~being~~paid ~~accurate.~~by ~~See~~ the ~~section~~Selling ~~entitled “Unaudited Pro Forma Condensed Combined Financial Information~~Securityholders.”

We do not expect to pay any cash dividends in the foreseeable future.

The continued operation and expansion of our business will require substantial funding. Accordingly, we do not currently expect to pay any cash dividends on shares of the Pinstripes Holdings Class A Common Stock. Any determination to pay dividends is at the discretion of the Pinstripes Holdings Board and depends upon results of operations, financial conditions, contractual restrictions, restrictions imposed by applicable law and other factors the Pinstripes Holdings Board deems relevant. Our ability to pay dividends is also restricted by the terms of Pinstripes Holdings’ current credit agreements and may be restricted by any future credit agreement or any future debt or preferred equity securities of ours or our subsidiaries. See the risk factor entitled “Our current or future indebtedness could impair our financial condition and reduce the funds available to us for growth or other purposes. Our debt agreements impose certain operating and financial restrictions, with which failure to comply could result in an event of default that could adversely affect our business.” Investors seeking cash dividends in the foreseeable future should not purchase our Pinstripes Holdings Class A Common Stock.

We are a holding company with no operations of our own, and will depend on its subsidiaries for cash.

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make scheduled payments on their obligations will depend on their future financial performance, which will be affected by a range of economic, competitive and business factors, many of which will be outside of our control. We cannot assure you that the cash flow and future earnings of our operating subsidiaries will be adequate for our subsidiaries to service our debt obligations. If our subsidiaries do not generate sufficient cash flow from future operations to satisfy corporate obligations, we may have to: undertake alternative financing plans (such as refinancing), restructure debt, sell assets, reduce or delay capital investments, or seek to raise additional capital. We cannot assure you that any such alternative refinancing would be possible, that any assets could be sold, or, if sold, of the timing of the sales and the amount of proceeds realized from those sales, that additional financing could be obtained on acceptable terms, if at all, or that additional financing would be permitted under the terms of our various debt instruments then in effect. Our inability to generate sufficient cash flow to satisfy our obligations, or to refinance our obligations on commercially reasonable terms, would have an adverse effect on our business, financial condition and results of operations. Furthermore, we and our subsidiaries may incur substantial additional indebtedness in the future that may severely restrict or prohibit our subsidiaries from making distributions, paying dividends or making loans to us.

We do not expect to pay any cash dividends in the foreseeable future.

The continued operation and expansion of our business will require substantial funding. Accordingly, we do not currently expect to pay any cash dividends on shares of the Pinstripes Holdings Class A Common Stock. Any determination to pay dividends is at the discretion of the Pinstripes Holdings Board and depends upon results of operations, financial conditions, contractual restrictions, restrictions imposed by applicable law and other factors the Pinstripes Holdings Board deems relevant. Our ability to pay dividends is also restricted by the terms of our current credit agreements and may be restricted by any future credit agreement or any future debt or preferred equity securities of ours or our subsidiaries. See the risk factor entitled “Our current or future indebtedness could impair our financial condition and reduce the funds available to us for growth or other purposes. Our debt agreements impose certain operating and financial restrictions, with which failure to comply could result in an event of default that could adversely affect our business.” Investors seeking cash dividends in the foreseeable future should not purchase Pinstripes Holdings Class A Common Stock.

We are a holding company with no operations of our own, and will depend on our subsidiaries for cash.

We are a holding company and do not currently have any material assets or operations other than ownership of equity interests of our subsidiaries. Our operations will be conducted almost entirely through our subsidiary, Pinstripes, and our ability to generate cash to meet our obligations or to pay dividends will be highly dependent on the earnings of, and receipt of funds from, Pinstripes through dividends or intercompany loans. The ability of Pinstripes or any other subsidiary to generate sufficient cash flow from future operations to allow us and them to make scheduled payments on their obligations will depend on their future financial performance, which will be affected by a range of economic, competitive and business factors, many of which will be outside of our control. We cannot assure you that the cash flow and future earnings of our operating subsidiaries will be adequate for our subsidiaries to service our debt obligations. If our subsidiaries do not generate sufficient cash flow from future operations to satisfy corporate obligations, we may have to: undertake alternative financing plans (such as refinancing), restructure debt, sell assets, reduce or delay capital investments, or seek to raise additional capital. We cannot assure you that any such alternative refinancing would be possible, that any assets could be sold, or, if sold, of the timing of the sales and the amount of proceeds realized from those sales, that additional financing could be obtained on acceptable terms, if at all, or that additional financing would be permitted under the terms of our various debt instruments then in effect. Our inability to generate sufficient cash flow to satisfy our obligations, or to refinance our obligations on commercially reasonable terms, would have an adverse effect on our business, financial condition and results of operations. Furthermore, we and our subsidiaries may incur substantial additional indebtedness in the future that may severely restrict or prohibit our subsidiaries from making distributions, paying dividends or making loans to us.

We have broad discretion in the use of the net proceeds from the Business Combination and related financings and may not use them effectively.

We cannot specify with certainty the particular uses of the net proceeds we received in connection with the Business Combination, specifically the Oaktree Tranche 1 Loan, the Oaktree Tranche 2 Loan, the additional borrowings pursuant to the Silverview Loan Agreement, the Silverview Tranche 3 Loan and the minimal funds remaining in the trust account established in connection with the IPO (the “Trust Account”) following the public stockholders’ exercise of their right to have their shares redeemed for a pro rata portion of the Trust Account (the “Redemption”). Our management has broad discretion in the application of the net proceeds. ~~Our~~and ~~management~~ may spend a portion or all of the net proceeds in ways that our stockholders may not desire or that may not yield a favorable return. We intend to use the net proceeds for general corporate purposes as well as for investing in growth initiatives and maintaining a strong balance sheet. If we do not invest or apply the net proceeds from the Business Combination and related financings in ways that enhance stockholder value, we may fail to achieve expected financial results, which could cause our stock price to decline.

Because Pinstripes Holdings became a public reporting company by means other than a traditional underwritten initial public offering, Pinstripes Holding's stockholders may face additional risks and uncertainties.

In a traditional underwritten initial public offering, underwriters may be subject to civil liability under Section 11 and 12 of the Securities Act for any omissions or misstatements in the registration statement, unless such underwriters can establish a “due diligence” defense by conducting a reasonable investigation of the disclosures in the registration statement. Due diligence reviews typically include an independent investigation of the background of the company, any advisors and their respective affiliates, review of the offering documents and independent analysis of the business plan and any underlying financial assumptions. Because Pinstripes Holdings became a public reporting company by means of consummating the Business Combination rather than by means of a traditional underwritten initial public offering, there is no independent third-party underwriter selling the shares of Pinstripes Holdings and, accordingly, investors in Pinstripes Holdings did not have the benefit of an independent review and due diligence investigation of the type normally performed by an unaffiliated, independent underwriter in a public securities offering. Although Banyan as well as the investment banks involved in the Business Combination performed a due diligence review and investigation of Pinstripes in connection with the Business Combination, each of them had different incentives and objectives in the Business Combination than an underwriter would in a traditional initial public offering, and therefore their due diligence review and investigation should not be viewed as equivalent to the review and investigation that an underwriter would be expected to conduct. The lack of an independent due diligence review and investigation increases the risk of an investment in Pinstripes Holdings because it may not have uncovered facts that would be important to a potential investor.

In addition, because Pinstripes Holdings did not become a public reporting company by means of a traditional underwritten initial public offering, security or industry analysts may not provide, or may be less likely to provide, coverage of Pinstripes Holdings. Investment banks may also be less likely to agree to underwrite securities offerings on behalf of the combined company than they might if the combined company became a public reporting company by means of a traditional underwritten initial public offering, because they may be less familiar with the combined company as a result of more limited coverage by analysts and the media. The failure to receive research coverage or

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~~support~~Because ~~in the market for the~~ Pinstripes Holdings ~~Class~~became ~~A Common Stock could have an adverse effect on our ability to develop~~ a ~~liquid~~public ~~market~~reporting ~~for~~company ~~the Pinstripes Holdings Class A Common Stock. See “Risk Factors – Pinstripes Holdings’ operating and financial results forecast relies in large part upon assumptions and analyses developed~~ by ~~Pinstripes~~means ~~Holdings’.~~other Ifthan ~~these~~a ~~assumptions~~traditional orunderwritten ~~analyses~~initial ~~prove~~public ~~to be incorrect~~offering, Pinstripes Holdings’ ~~actual~~stockholders ~~operating results~~ may beface ~~materially~~additional ~~different~~risks ~~from~~and ~~forecasted results~~uncertainties.”

~~There~~In isa notraditional ~~guarantee~~underwritten ~~that~~initial public offering, underwriters may be subject to civil liability under Sections 11 and 12 of the ~~Public~~Securities ~~Warrants~~Act for any omissions or misstatements in the ~~Private~~registration ~~Placement~~statement, ~~Warrants~~unless ~~will~~such ~~ever~~underwriters becan establish a “due diligence” defense by conducting a reasonable investigation of the disclosures in the ~~money~~registration statement. Due diligence reviews typically include an independent investigation of the background of the company, any advisors and, astheir ~~such~~respective affiliates, ~~they~~review ~~may~~of ~~expire~~the ~~worthless~~offering documents and weindependent ~~may~~analysis ~~receive~~of the business plan and any underlying financial assumptions. Because Pinstripes Holdings became a public reporting company by means of consummating the Business Combination rather than by means of a traditional underwritten initial public offering, there is no ~~proceeds~~independent ~~from~~third-party underwriter selling the ~~exercise~~shares of Pinstripes Holdings and, accordingly, investors in Pinstripes Holdings did not have the ~~Public~~benefit ~~Warrants~~of oran ~~Private~~independent ~~Placement~~review ~~Warrants~~and due diligence investigation of the type normally performed by an unaffiliated, independent underwriter in a public securities offering. Although Banyan as well as the investment banks involved in the Business Combination performed due diligence reviews and investigations of Pinstripes in connection with the Business Combination, each of them had different incentives and objectives in the Business Combination than an underwriter would in a traditional initial public offering, and therefore their due diligence reviews and investigations should not be viewed as equivalent to the review and investigation that an underwriter would be expected to conduct. The lack of an independent due diligence review and investigation increases the risk of an investment in Pinstripes Holdings because it may not have uncovered facts that would be important to a potential investor.

~~The~~In ~~exercise~~addition, ~~price~~because ~~for~~Pinstripes ~~the~~Holdings ~~Public~~did ~~Warrants~~not ~~and~~become ~~the~~a ~~Private~~public ~~Placement~~reporting ~~Warrants~~company isby ~~$11.50~~means ~~per~~of ~~warrant.~~a Wetraditional ~~believe~~underwritten ~~the~~initial ~~likelihood~~public ~~that~~offering, ~~warrant~~security ~~holders~~or ~~will~~industry ~~exercise~~analysts ~~their~~may ~~warrants~~not provide, ~~and~~or ~~therefore~~may ~~the~~be ~~amount~~less oflikely ~~cash~~to ~~proceeds that we would receive~~provide, iscoverage ~~dependent upon the trading price~~ of ~~the~~ Pinstripes ~~Class~~Holdings. AInvestment ~~Common~~banks ~~Stock,~~may ~~the~~also ~~last~~be ~~reported~~less ~~sales~~likely ~~price~~to ~~for~~agree ~~which~~to ~~was~~underwrite ~~$4.46 per~~securities ~~share~~offerings on ~~January~~behalf ~~22,~~of ~~2024. If~~ the ~~trading~~combined ~~price~~company ofthan ~~the~~they ~~Pinstripes~~might ~~Holdings~~if ~~Class~~the Acombined ~~Common~~company ~~Stock~~became isa ~~less~~public ~~than~~reporting ~~$11.50~~company ~~per~~by ~~share,~~means weof ~~believe~~a ~~holders~~traditional ofunderwritten ~~Public~~initial ~~Warrants~~public ~~and~~offering, ~~Private~~because ~~Placement~~they ~~Warrants~~may ~~will~~ be ~~unlikely~~less tofamiliar ~~exercise~~with ~~their warrants. There is no guarantee that~~ the ~~Public~~combined ~~Warrants~~company oras ~~Private~~a ~~Placement~~result ~~Warrants~~of ~~will~~more belimited incoverage ~~the~~by ~~money~~analysts ~~prior to their expiration,~~ and ~~as such,~~ the ~~Public~~media. ~~Warrants~~The ~~and~~failure ~~Private~~to ~~Placement~~receive ~~Warrants~~research ~~may~~coverage ~~expire~~or ~~worthless~~support ~~and~~in wethe ~~may~~market ~~receive~~for ~~no proceeds from~~ the ~~exercise~~Pinstripes ofHoldings ~~the~~Class ~~Public~~A ~~Warrants~~Common orStock ~~Private~~could ~~Placement~~have ~~Warrants.~~an ~~Therefore,~~adverse weeffect doon ~~not~~our ~~expect~~ability to ~~receive~~develop ~~cash~~a ~~proceeds~~liquid ~~from~~market ~~any~~for ~~such exercise so long as~~ the ~~Public~~Pinstripes ~~Warrants~~Holdings ~~and~~Class ~~Private~~A ~~Placement~~Common ~~Warrants remain out of the money~~Stock.

We may redeem the unexpired Public Warrants prior to their exercise at a time that is disadvantageous to the holders thereof, thereby making the Public Warrants worthless.

We have the ability to redeem outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of the Pinstripes Holdings Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period commencing once the Public Warrants become exercisable and ending on the third trading day prior to the date on which we give proper notice of such redemption and provided certain other conditions are met. If and when the Public Warrants become redeemable, we may not exercise our redemption right if the issuance of shares of Pinstripes Holdings Class A Common Stock upon exercise of the Public Warrants is not exempt from registration or qualification under applicable state blue sky laws or it is unable to effect such registration or qualification. In such case, we will use our best efforts to register or qualify such shares of Pinstripes Holdings Class A Common Stock under the blue sky laws of the state of residence in those states in which the Public Warrants were offered. Redemption of the outstanding Public Warrants could force the holders thereof (i) to exercise the Public Warrants and pay the exercise price therefor at a time when it may be disadvantageous to do so, (ii) to sell the Public Warrants at the then-current market price when the holder thereof might otherwise wish to hold the Public Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding Public Warrants are called for redemption, is likely to be substantially less than the market value of the Public Warrants. None of the Private Placement Warrants will be redeemable by us so long as they are held by the Sponsor, the IPO Underwriters or their permitted transferees. The closing price for the Pinstripes Class A Common Stock as of January 22, 2024, the most recent practicable date prior to the date of this prospectus was $4.46 and has never exceeded the $18.00 threshold that would trigger the right to redeem the Public Warrants following the Closing.

In addition, we have the ability to redeem all, but not less than all, of the Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per Public Warrant, provided that the last reported sales price of the Pinstripes Holdings Class A Common Stock equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading-day period ending on the third trading day prior to the date on which we give proper notice of such redemption to the warrants holders and provided certain other conditions are met, including that holders will be able to exercise their warrants on a “cashless basis” prior to redemption for a number of shares of Pinstripes Holdings A Common Stock determined based on the period of time to expiration of the warrants and the redemption fair market value of the Banyan Class A Common Stock, both as set forth in a table in the Warrant Agreement. See “Description of Securities — Warrants —Redemption of warrants when the price per share of

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Pinstripes Holdings Class A Common Stock equals or exceeds $10.00.” If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. The value received upon exercise of the warrants (1) may be less than the value the holders would have received if they had been able to exercise their warrants at a later time at which the underlying share price is higher and (2) may not compensate the holders for the value of the warrants, including because the number of shares received on a cashless exercise basis is capped at 0.361 of a share of Pinstripes Holdings Class A Common Stock per warrant (subject to adjustment) irrespective of the remaining life of the warrants. If the closing price of the Pinstripes Holdings Class A Common Stock is less than $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading-day period ending on the third trading day prior to the date on which we give proper notice of such redemption to the warrants holders, we may only redeem the warrants in accordance with these provisions if we concurrently redeem the outstanding Private Placement Warrants on the same terms.

The closing price of the Banyan Class A Common Stock for 20 trading days within a 30-trading-day period ending as of January 22, 2024, the most recent practicable date prior to the date of this prospectus, would not have exceeded the $10.00 closing price threshold or the $18.00 closing price threshold. It is not possible to predict what the trading price of the New Pinstripes Class A Common Stock will be after the Closing, and the trading price of the New Pinstripes securities may fluctuate following the consummation of the Business Combination and can vary due to general economic conditions and forecasts, our general business condition, the release of our financial reports and the risks and uncertainties set forth under “— The market price of the Pinstripes Holdings Class A Common Stock may be volatile or may decline regardless of our operating performance, and you may lose some or all of your investment.”

In the event we determine to redeem the warrants, holders of our redeemable warrants would be notified of such redemption as described in our warrant agreement. Specifically, in the event that we elect to redeem all of the redeemable warrants as described above, we will fix a Redemption Date. Notice of redemption will be mailed by first class mail, postage prepaid, by us not less than 30 days prior to the Redemption Date to the registered holders of the redeemable warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in the manner provided in the warrant agreement will be conclusively presumed to have been duly given whether or not the registered holder received such notice. Accordingly, if a holder fails to actually receive the notice of or otherwise fails to respond on a timely basis, it could lose the benefit of being a holder of a Public Warrant. In addition, beneficial owners of the redeemable warrants will be notified of such redemption via our posting of the redemption notice to the DTC.

We may amend the terms of the Public Warrants in a manner that may be adverse to holders of Public Warrants with the approval by the holders of at least 50% of the then-outstanding Public Warrants. As a result, the exercise price of the Public Warrants could be increased, the exercise period could be shortened and the number of shares of Pinstripes Holdings Class A Common Stock purchasable upon exercise of a Public Warrant could be decreased, without the approval of all the Public Warrant holders.

The Public Warrants were issued in registered form under a warrant agreement between CST, as warrant agent, and Banyan. The warrant agreement provides that the terms of the Public Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least a majority of the then-outstanding Public Warrants to make any change that adversely affects the interests of the registered holders of the Public Warrants. Accordingly, we may amend the terms of the Public Warrants in a manner adverse to a holder if holders of at least a majority of the then-outstanding Public Warrants approve of such amendment. Although our ability to amend the terms of the Public Warrants with the consent of at least a majority of the then-outstanding Public Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the Public Warrants, convert the Public Warrants into cash or stock, shorten the exercise period or decrease the number of shares of Pinstripes Holdings Class A Common Stock purchasable upon exercise of a Public Warrant.

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An investment in this offering may result in uncertain or adverse U.S. federal income tax consequences.

The U.S. federal income tax consequences of a cashless exercise of warrants and of a redemption of warrants for Pinstripes Holdings Common Stock are unclear under current law. Further, it is unclear whether the redemption rights with respect to our shares suspend the running of a U.S. holder’s holding period for purposes of determining whether any gain or loss realized by such holder on the sale or exchange of Pinstripes Holdings Common Stock is long-term capital gain or loss and for determining whether any dividend we pay would be considered “qualified dividends” for federal income tax purposes. See the section titled “Material United States Tax Consequences to Holders of Common Stock and Warrants” for a summary of the material U.S. federal income tax consequences of an investment in our securities. Prospective investors are urged to consult their tax advisors with respect to these and other tax consequences when purchasing, holding or disposing of our securities.

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MARKET PRICE AND DIVIDEND INFORMATION

Market Price and Ticker Symbols

The Pinstripes Holdings Class A Common Stock and Public Warrants commenced trading on the NYSE under the symbols “PNST” and “PNST WS,” respectively, on January 2, 2024. The closing price of Pinstripes Holdings Class A Common Stock and Public Warrants on ~~January~~December 2213, 2024 was $40.466274 and $0.3901, respectively. On December 17, 2024, the staff of the NYSE determined to commence proceedings to delist the Public Warrants from the NYSE. Trading of the Public Warrants was suspended immediately. The Company has a right to a review of this determination by a Committee of the Board of Directors of the Exchange. The NYSE will apply to the SEC to delist the Public Warrants upon completion of all applicable procedures, including any appeal by the Company of the NYSE staff’s decision. Our Series B-1 Common Stock, Series B-2 Common Stock and Series B-3 Common Stock are not listed or traded on any exchange.

Holders of Pinstripes Holdings Class A Common Stock ~~and Warrants~~ should obtain current market quotations for their securities. The market price of our securities could vary at any time.

~~Holders~~Stockholders

As of ~~January~~December 1913, 2024, there were at189 ~~least 235~~ holders of record of ~~Pinstripes~~our ~~Holdings~~ Class A Common Stock and ~~four~~32 holders of record of Warrants. The actual number of holders of our Class A Common Stock is greater than this number, as it includes beneficial owners whose shares are held in “street name” by banks, brokers and other nominees.

~~Dividend~~Dividends ~~Policy~~

We currently expect to retain all available funds and future earnings, if any, for use in the operation and growth of our business and do not anticipate paying any cash dividends for the foreseeable future. Any future determination to pay dividends will be at the discretion of the Pinstripes Holdings Board, subject to compliance with applicable law and any contractual provisions, including under any existing or future agreements for indebtedness we may incur, that restrict or limit our ability to pay dividends, and will depend upon, among other factors, our results of operations, financial condition, earnings, capital requirements and other factors that ~~our~~the Pinstripes Holdings Board deems relevant. Accordingly, realization of a gain on your investment will depend on the appreciation of the price of the shares, which may never occur. Investors seeking cash dividends in the foreseeable future should not invest in shares.

Securities Authorized for Issuance under Equity Compensation Plans

In connection with the Business Combination, our stockholders approved our 2023 EIP Plan and our ESPP on December 27, 2023, both of which became effective immediately upon the Closing. We ~~intend~~filed toa ~~file one or more~~ registration ~~statements~~statement on Form S-8 ~~under the Securities Act~~ to register ~~the~~ shares of Pinstripes Holdings Class A Common Stock issued orpursuant ~~issuable~~to ~~under~~ the 2023 EIP Plan and the ESPP. ~~Any~~on ~~such~~April 22, 2024, which automatically became effective upon filing, and we may file additional registration statements on Form S-8 ~~registration~~registering ~~statement~~additional ~~will~~shares ~~become~~of ~~effective~~Pinstripes ~~automatically~~Holdings ~~upon~~Class ~~filing.~~A ~~Once~~Common ~~these~~Stock ~~shares~~in ~~are~~the ~~registered~~future. Accordingly, ~~they~~shares ~~can~~registered under such registration statement will be ~~sold~~available for sale in the ~~public~~open market ~~upon~~and ~~issuance,~~shares ~~subject~~issued pursuant to ~~applicable~~the ~~restrictions~~2023 EIP Plan or the ESPP will result in dilution to our existing stockholders.

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USE OF PROCEEDS

WeAll ~~will receive any proceeds from the exercise~~ of the Warrants for cash, but not from the sale of the shares of Common Stock issuable upon such exercise. We expect to use the net proceeds from the exercise of the Public Warrants, if any, to facilitate the further growth of our business, including through the development of additional locations, and for general corporate purposes. We believe the likelihood that Warrant holders will exercise their Warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the trading price of the Pinstripes Holdings Class A Common Stock. Asoffered ofby the ~~date~~Selling ofSecurityholders pursuant to this prospectus, ~~the~~will ~~trading~~be ~~price~~sold ofby the ~~Pinstripes~~Selling ~~Holdings~~Securityholders ~~Class~~for Atheir ~~Common~~respective ~~Stock is substantially less than the $11~~accounts.50 ~~per~~We ~~share exercise price of the Warrants. For so long as the Warrants are “out of the money,” we believe holders of the Warrants~~ will benot ~~unlikely to exercise their Warrants. There can be no assurance that the Warrants will be “in the money” prior to expiring, and thus we may never~~ receive any proceeds from the ~~exercise~~sale of ~~such~~our ~~Warrants.~~securities ~~Further,~~by to the ~~extent~~Selling ~~that~~Securityholders ~~the~~pursuant ~~Warrants~~to ~~are~~this ~~exercised but on a “cashless basis,” the amount of cash we would receive from the exercise of Warrants, if any, would decrease~~prospectus. ~~The Private Placement Warrants are exercisable on a cashless basis at any time and the Public Warrants are exercisable on a cashless basis in certain limited circumstances.~~

41Assuming the exercise of all Oaktree Tranche 2 Warrants and Silverview Tranche 3 Warrants being offered pursuant to this prospectus for cash, we will receive an aggregate of approximately $2,040 but will not receive any proceeds from the sale of the shares of Pinstripes Holdings Class A Common Stock issuable upon such exercise. To the extent that any Oaktree Tranche 2 Warrants or Silverview Tranche 3 Warrants are exercised on a “cashless basis,” we would not receive any proceeds from the exercise of such warrants.

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DETERMINATION OF OFFERING PRICE

The offering price of Pinstripes Holdings Class A Common Stock underlying the Warrants is determined by reference to the exercise price of the Public Warrants of $11.50 per share. The Warrants are listed on The NYSE under the ticker symbol “PNST WS”.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, as amended by the final rule, Release No. 33-10786, “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” The unaudited pro forma condensed combined balance sheet as of October 15, 2023, unaudited pro forma condensed combined statement of operations for the fiscal year ended April 30, 2023, and unaudited pro forma condensed combined statement of operations for the twenty-four weeks ended October 15, 2023 presents the combination of the financial information of Banyan and Pinstripes adjusted to give effect to the transactions that were entered into in contemplation of, or that were contemplated by, that certain business combination agreement (as amended and restated from time to time, the “Business Combination Agreement”) by and among Banyan, Panther Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Banyan (“Merger Sub”), and Pinstripes, and the business combination contemplated thereby (the “Business Combination”).

The Business Combination is accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Under this method of accounting, Banyan, which is the legal acquirer, is treated as the “acquired” company for financial reporting purposes and Pinstripes is treated as the accounting acquirer, as further described in Note 1, Basis of Presentation, to the unaudited pro forma condensed combined financial information. At the Closing of the Business Combination, Banyan changed its name to Pinstripes Holdings, Inc (“New Pinstripes”).

The fiscal year end of Pinstripes is the 52/53-week period ending on the last Sunday in April, which is April 30, 2023 for fiscal year 2023, while Banyan has a December 31, 2022, calendar year end. The calendar year end of Banyan has been adjusted to conform to the fiscal year end of Pinstripes for the purpose of presenting the unaudited pro forma condensed combined financial information, pursuant to Rule 11-02(c)(3) of Regulation S-X, given the most recent fiscal year ends differed by more than one fiscal quarter. At the Closing of the Business Combination, New Pinstripes changed its fiscal year end to the last Sunday in April. Refer to accompanying Note 1, Basis of Presentation, to the unaudited pro forma condensed combined financial information for further discussion.

As further described in Note 2, Description of the Business Combination, to the unaudited pro forma condensed combined financial information, immediately prior to the Closing of the Business Combination, on December 29, 2023, (i) all outstanding shares of Pinstripes’ Redeemable Convertible Preferred Stock, Pinstripes’ warrants, and Pinstripes Convertible Notes converted into shares of Pinstripes Common Stock; (ii) all outstanding shares of Pinstripes Common Stock (excluding shares of Pinstripes Common Stock issued in connection with the conversion of the Pinstripes’ Series I Redeemable Convertible Preferred Stock and settlement of the cumulative unpaid dividends thereon) were cancelled in exchange for a number of shares of New Pinstripes Class A Common Stock derived from the implied equity value for Pinstripes of $336.2 million (the “Equity Value”) (the “Exchange Ratio”); (iii) all outstanding shares of Pinstripes Common Stock received upon the conversion of Pinstripes’ Series I Redeemable Convertible Preferred Stock were cancelled and converted, based on the Series I Exchange Ratio as defined in the Business Combination Agreement, into shares of New Pinstripes Class A Common Stock; and (iv) each outstanding Pinstripes’ option (whether vested or unvested) converted into an option to purchase a number of New Pinstripes Class A Common Stock based on the Exchange Ratio.

The unaudited pro forma condensed combined financial statements do not necessarily reflect what New Pinstripes’ financial condition or results of operations would have been as if the Business Combination had occurred on the dates indicated. They also may not be useful in predicting the future financial condition and results of operations of New Pinstripes. New Pinstripes’ actual financial condition and results of operations may differ significantly from the unaudited pro forma condensed combined amounts reflected herein due to a variety of factors. Banyan and Pinstripes did not have any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The unaudited pro forma condensed combined financial information should be read in conjunction with Banyan’s and Pinstripes’ unaudited and audited historical financial statements and related notes, information regarding the Business Combination, management’s discussion and analysis of financial condition and results of operations of Banyan and Pinstripes and other financial information included in this prospectus.

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Pinstripes Holding, Inc.

Unaudited Pro Forma Condensed Combined Balance Sheet

As of October 15, 2023

(in thousands)

	Historical				Actual Redemptions
	As ofSeptember 30, 2023(Unaudited)Banyan		As ofOctober 15, 2023(Unaudited)Pinstripes		Transaction Accounting Adjustment		Note	Pro FormaCombined
ASSETS
Current Assets
Cash and cash equivalents	$	305	$	7,991	$	36,105	3(a)	$	44,401
Accounts receivable	—		1,121		—			1,121
Inventories	—		830		—			830
Other current assets	105		662		—			767
Total current assets	410		10,604		36,105			47,118
Funds held in Trust Account	42,424		—		(42,424)		3(b)	—
Property and equipment, net	—		69,734		—			69,734
Operating lease right-out-use asset	—		49,185		—			49,185
Other long-term assets	—		11,780		(5,093)		3(c)	6,687
Total assets	$	42,834	$	141,303	$	(11,412)		$	172,725
LIABILITIES, MEZZANINE EQUITY, & STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable	$	409	$	24,027	$	(827)	3(d)	$	23,609
Accrued expenses	3,551		—		(3,541)		3(e)	10
Amounts due to customer	—		8,158		—			8,158
Current portion of long-term debt	—		2,243		—			2,243
Accrued occupancy costs	—		5,556		—			5,556
Other current liabilities	133		10,227		(3,966)		3(f)	6,394
Excise tax liability	2,100		—		—			2,100
Promissory notes, related parties	506		—		(506)		3(g)	—
Operating lease liabilities, current	—		10,824		—			10,824
Total current liabilities	6,699		61,035		(8,840)			58,894
Long-term debt	—		41,959		36,402		3(h)	78,361
Long-term accrued occupancy costs	—		699		—			699
Operating lease liabilities, noncurrent	—		89,888		—			89,888
Other long-term liabilities	—		1,038		—			1,038
Warrant liability	4,353		—		—			4,353
Deferred underwriting fees	3,623		—		(3,623)		3(i)	—
Total liabilities	14,675		194,619		23,939			233,233
Mezzanine Equity
Pinstripes’ Redeemable Convertible Preferred Stock	—		75,262		(75,262)		3(j)	—
Banyan Class A Common Stock	42,424		—		(42,424)		3(k)	—
Stockholders’ Deficit

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	Historical				Actual Redemptions
	As ofSeptember 30, 2023(Unaudited)Banyan		As ofOctober 15, 2023(Unaudited)Pinstripes		Transaction Accounting Adjustment		Note	Pro FormaCombined
Pinstripes Common Stock	—		62		(62)		3(l)	—
New Pinstripes Class A Common Stock	—		—		4		3(m)	4
New Pinstripes Series B-1 Common Stock	—		—		—			—
New Pinstripes Series B-2 Common Stock	—		—		—			—
New Pinstripes Series B-3 Common Stock	—		—		—			—
Banyan Class A Common Stock	—		—		—		3(n)	—
Banyan Class B Common Stock	1		—		(1)		3(o)	—
Additional paid-in capital	—		482		69,879		3(p)	70,361
Accumulated deficit	(14,266)		(129,122)		12,515		3(q)	(130,873)
Total stockholders’ deficit	(14,265)		(128,578)		82,335			(60,508)
Total liabilities, mezzanine equity, & stockholders’ deficit	$	42,834	$	141,303	$	(11,412)		$	172,725

The accompanying notes are an integral part of the unaudited pro forma condensed combined balance sheet.

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Pinstripes Holding, Inc.

Unaudited Pro Forma Condensed Combined Statement of Operations

As of April 30, 2023

	Historical				Actual Redemptions
	Twelve MonthsEnded June 30, 2023(Unaudited)Banyan		Twelve MonthsEnded April 30,2023Pinstripes		TransactionAccounting Adjustment		Note	Pro FormaCombined
Revenue
Food and beverage revenues	$	—	$	87,467	$	—		$	87,467
Recreation revenues	—		23,806		—			23,806
Total revenue	—		111,273		—			111,273
Operating Expenses
Cost of food and beverage	—		18,968		—			18,968
Store labor and benefits	—		40,415		—			40,415
Store occupancy costs, excluding depreciation	—		18,375		—			18,375
Other store operating expenses, excluding depreciation	—		18,655		—			18,655
Exchange listing fee	83		—		—			83
Legal fees	2,607		—		—			2,607
General and administrative expenses	1,472		13,205		30		4(a)	14,707
Depreciation expense	—		8,086		—			8,086
Impairment loss	—		2,363		—			2,363
Pre-opening expenses	—		4,935		—			4,935
Total operating expenses	4,162		125,002		30			129,194
Operating loss	(4,162)		(13,729)		(30)			(17,921)
Other Income (Expense)
Interest income	7,388		—		(7,388)		4(b)	—
Interest expense	—		(1,946)		(17,994)		4(c)	(19,940)
Other non-operating expenses	—		(13)		—			(13)
Gain on debt extinguishment	—		8,355		—			8,355
Unrealized loss on funds held in the Trust Account	(11)		—		11		4(d)	—
Change in fair value of warrant liability	(2,133)		—		—			(2,133)
Total other income (expense)	5,244		6,396		(25,371)			(13,731)
Income (loss) before income taxes	1,082		(7,333)		(25,401)			(31,652)
Income tax expense	1,475		192		—			1,667
Net loss	$	(393)	$	(7,525)	$	(25,401)		$	(33,319)
Weighted average shares outstanding – basic and diluted	27,507,247		6,210,254				6	39,918,036
Net loss per share – basic and diluted	$	(0.01)	$	(1.21)			6	$	(0.83)

The accompanying notes are an integral part of the unaudited pro forma condensed combined statement of operations.

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE TWENTY-FOUR WEEKS ENDED OCTOBER 15, 2023

(in thousands, except for share and per share amounts)

	Historical				Actual Redemptions
	Six Months Ended September30, 2023(Unaudited) Banyan		Twenty-Four Weeks Ended October 15,2023(Unaudited) Pinstripes		TransactionAccountingAdjustment		Note	Pro FormaCombined
Revenue
Food and beverage revenues	$	—	$	39,952	$	—		$	39,952
Recreation revenues	—		10,412		—			10,412
Total revenue	—		50,364		—			50,364
Operating Expenses
Cost of food and beverage	—		8,715		—			8,715
Store labor and benefits	—		18,634		—			18,634
Store occupancy costs, excluding depreciation	—		5,590		—			5,590
Other store operating expenses, excluding depreciation	—		9,556		—			9,556
Exchange listing fee	42		—		—			42
Legal fees	3,377		—		—			3,377
General and administrative expenses	1,285		7,302		—			8,587
Depreciation expense	—		3,341		—			3,341
Impairment loss	—		5,304		—			5,304
Pre-opening expenses	4,704		58,442		—			63,146
Total operating expenses	(4,704)		(8,078)		—			(12,782)
Other Income (Expense)
Interest income	1,696		—		(1,696)		5(a)
Interest expense	—		(3,601)		(8,590)		5(b)	(12,191)
Change in fair value of warrant liability	(3,301)		1,350		—			(1,951)
Unrealized loss on funds held in the Trust Account	(47)		—		47		5(c)
Total other expense	(1,652)		(2,251)		(10,239)			(14,142)
Loss before income taxes	(6,356		(10,329)		(10,239)			(26,924)
Income tax expense	335		—		—			335
Net loss	$	(6,691)	$	(10,329)	$	(10,239)		$	(27,259)
Less: cumulative unpaid dividends and change in redemption amount of Pinstripes’ Series I Redeemable Convertible Preferred Stock	—		(1,951)		1,951		5(d)
Net loss available to common stockholders	$	(6,691)	(12,280)		$	(8,288)		$	(27,259)
Weighted average shares outstanding – basic and diluted	13,568,839		6,550,290				6	39,918,036
Net loss per share – basic and diluted	$	(0.49)	(1.87)				6	$	(0.68)

The accompanying notes are an integral part of the unaudited pro forma condensed combined statement of operations.

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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Note 1 – Basis of Presentation

The accompanying unaudited pro forma condensed combined financial statements and related notes were prepared pursuant with Article 11 of SEC Regulation S-X, as amended by final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquire and Disposed Business.” The fiscal year end of Pinstripes is the 52/53-week period ending on the last Sunday in April, which is April 30, 2023, for fiscal year end 2023, while Banyan has a December 31, 2022, calendar year end. The calendar year end of Banyan has been adjusted to conform to the fiscal year end of Pinstripes, for purposes of presenting the unaudited pro forma condensed combined financial information, pursuant to Rule 11-02(c)(3) of Regulation S-X, given the most recent fiscal year ends differed by more than one fiscal quarter. At the Closing of the Business Combination, Pinstripes Holdings changed its fiscal year end to the last Sunday in April. Accordingly, the accompanying unaudited pro forma condensed combined balance sheet as of October 15, 2023, combines the unaudited historical condensed consolidated balance sheet of Banyan as of September 30, 2023, with the unaudited historical consolidated balance sheet of Pinstripes as of October 15, 2023, after giving effect to the Closing of the Business Combination as if it occurred on October 15, 2023. The unaudited pro forma condensed combined statement of operations for the fiscal year end April 30, 2023, was derived by adding the results of the unaudited historical condensed consolidated statement of operations of Banyan for the six months ended June 30, 2023, to the results of the audited historical statement of operations of Banyan for the calendar year ended December 31, 2022, removing the results of the unaudited historical condensed statement of operations of Banyan for the six months ended June 30, 2022, and combining the results of the audited historical consolidated statement of operations of Pinstripes for the fiscal year ended April 30, 2023 after giving effect to the Business Combination, as if the Closing of the Business Combination had occurred on April 25, 2022. The unaudited pro forma condensed combined statement of operations for the twenty-four weeks ended October 15, 2023, was derived by removing the results of the unaudited historical statement of operations of Banyan for the three months ended March 31, 2023, from the results of the unaudited historical condensed consolidated statement of operations of Banyan for the nine months ended September 30, 2023, and combining the unaudited historical results of Pinstripes for the twenty-four weeks ended October 15, 2023, after giving effect to the Business Combination, as if the Closing of the Business Combination had occurred on April 25, 2022.

Banyan’s and Pinstripes’ unaudited and audited financial statements were prepared in accordance with GAAP and presented in U.S. dollars. Notwithstanding the legal form of the Business Combination pursuant to the Business Combination Agreement, the Business Combination is accounted for as a reverse recapitalization of Pinstripes, as Pinstripes has been determined to be the accounting acquirer primarily based on the evaluation of the following facts and circumstances:

•Existing Pinstripes Stockholders comprise a relative majority of the voting power of Pinstripes Holdings;

•Pinstripes’ operations prior to the Closing of the Business Combination comprise the only ongoing operations subsequent to the Closing of the Business Combination;

•The substantial majority of the Pinstripes Holdings Board were appointed by Pinstripes; and

•All of Pinstripes Holdings’ senior management are comprised of Pinstripes’ senior management.

Accordingly, the Business Combination is reflected as the equivalent of Pinstripes issuing stock for the net assets of Banyan, accompanied by a reverse recapitalization. Under this method of accounting, Banyan, which is the legal acquirer, is treated as the “acquired” company for financial reporting purposes. The net assets of Banyan are stated at fair value, which is expected to approximate historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Closing of the Business Combination are those of Pinstripes.

Following the Closing, holders of Banyan Class A Common Stock exercising redemption rights received their per share redemption price from the funds held in the Trust Account. Each Banyan equityholder that was a holder of shares of Banyan Class A Common Stock may have elected to redeem all or a portion of the Banyan Class A Common Stock at a per share price, payable in cash, equal to a pro rata share of the aggregate amount of the funds

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held in the Trust Account, calculated as of two business days prior to the Closing, including any interest earned on the funds held in the Trust Account (net of any taxes payable).

Management is performing a comprehensive review of Banyan’s and Pinstripes’ accounting policies. As a result of the review, management may identify differences between the accounting policies of the two entities which, when conformed, could have a material impact on the financial statements of Pinstripes Holdings. Based on its initial analysis, management did not identify any differences that would have a material impact on the financial statements of Pinstripes Holdings. As a result, the unaudited pro forma condensed combined financial information does not assume any differences in accounting policies.

The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Closing of the Business Combination and has been prepared for information purposes only. The pro forma combined provision for income taxes does not necessarily reflect the amounts that would have resulted had Pinstripes Holdings filed consolidated income tax returns during the periods presented.

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Note 2 – Description of the Business Combination

As previously announced, Banyan, Merger Sub, and Pinstripes entered into the Business Combination Agreement, dated as of June 22, 2023, as amended by the Amended and Restated Business Combination Agreement, dated as of September 26, 2023, and the Second Amended and Restated Agreement, dated as of November 22, 2023 (as amended, the “Business Combination Agreement”). On September 11, 2023, in connection with the Business Combination, Banyan first filed with the SEC a Registration Statement on Form S-4 (No. 333-274442) (as amended, the “Registration Statement”) containing a the definitive joint proxy statement/consent solicitation statement/prospectus, which Registration Statement was declared effective by the SEC on December 4, 2023, and Banyan commenced mailing the definitive joint proxy statement/consent solicitation statement/prospectus, which was filed with the SEC on December 5, 2023.

As contemplated by the Merger Agreement and described in the section titled “Proposal No. 1 – The Business Combination Proposal” of the definitive joint proxy statement/consent solicitation statement/prospectus, the Closing of the Business Combination was effected on December 29, 2023 and Merger Sub merged with and into Pinstripes, with Pinstripes as the surviving entity and a wholly-owned subsidiary of Banyan (“Pinstripes Holdings”).

Immediately prior to the Closing of the Business Combination (1) all 11,089,698 outstanding shares of Pinstripes’ Redeemable Convertible Preferred Stock (including the 850,648 shares of Pinstripes’ Series I Redeemable Convertible Preferred Stock and the 35,102 shares payable for the settlement of the cumulative unpaid dividends) automatically converted into 11,089,698 shares of Pinstripes Common Stock in accordance with the governing documents of Pinstripes; (2) the 354,426 outstanding Pinstripes’ warrants were automatically converted into 365,426 shares of Pinstripes Common Stock; and (3) the Pinstripes Convertible Notes were automatically converted into 500,000 shares of Pinstripes Common Stock (collectively, the “Conversion Shares”).

The equity and financing relating matters that occurred at, or following, the Closing of the Business Combination on December 29, 2023 are summarized as follows:

i.Each of the then-issued and outstanding 17,422,009 shares of Pinstripes Common Stock held by the Pinstripes Stockholders (including the Conversion Shares, with exception to the shares of Pinstripes Common Stock held by the investors of Pinstripes’ Series I Redeemable Convertible Preferred Stock (the “Series I Investors”)) were automatically cancelled and converted into 32,206,458 shares of Pinstripes Holdings Class A Common Stock (based on the Exchange Ratio of approximately 1.85 shares of Pinstripes Holdings Class A Common Stock for each share of Pinstripes Common Stock) equal to the aggregate Equity Value. For the avoidance of doubt, the Series I Investors are not, and do not constitute, Pinstripes Stockholders as referenced herein.

ii.The 885,750 shares of Pinstripes Common Stock held by the Series I Investors were cancelled and exchange into 2,214,375 shares of Pinstripes Holdings Class A Common Stock (based on the Series I Exchange Ratio of approximately 2.50 shares of Pinstripes Holdings Class A Common Stock for each share of Pinstripes Common Stock).

iii.All 32,203 of the then-issued and outstanding shares of Banyan Class A Common Stock held by Banyan equityholders converted (on a one-for-one basis) into 32,203 shares of Pinstripes Holdings Class A Common Stock.

iv.The Sponsor Holders forfeited 1,242,975 shares of the then-issued and outstanding Banyan Class A Common Stock, which were re-issued as 1,242,975 shares of Pinstripes Holdings Series A Common Stock to the Pinstripes Stockholders pursuant to the provisions of the Amended Sponsor Letter dated as of November 22, 2023. For the avoidance of doubt, the Series I Investors are not, and do not constitute, Pinstripes Stockholders as referenced herein.

v.The Sponsor Holders forfeited 507,025 shares of the then-issued and outstanding Banyan Class A Common Stock, which were re-issued as 507,025 shares of Pinstripes Holdings Class A Common Stock to the Series I Investors in connection with the Series I Financing.

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vi.The Sponsor Holders forfeited 1,018,750 shares of the then-issued and outstanding Banyan Class A Common Stock, which were re-issued as 1,018,750 shares of Pinstripes Holdings Class A Common Stock to certain Banyan equityholders pursuant to certain non-redemption agreements.

vii.915,000 of the then-issued and outstanding shares of Banyan Class A Common Stock held by the Sponsor Holders converted (on a one-for-one basis) into 915,000 shares of Pinstripes Holdings Series B-1 Common Stock, 570,000 of the then-issued and outstanding shares of Banyan Class A Common Stock held by the Sponsor Holders converted (on a one-for-one basis) into 570,000 shares of Pinstripes Holdings Series B-2 Common Stock, and all 345,000 of the then-issued and outstanding shares of Banyan Class B Common Stock held by the Sponsor Holders converted (on a one-for-one basis) into 345,000 shares of Pinstripes Holdings Series B-2 Common Stock (collectively, the “Sponsor Earnout Shares”). The Sponsor Earnout Shares are subject to forfeiture and/or vesting upon the satisfaction of certain stock trading price conditions and represent an equity-linked contract that is classified in equity.

viii.The remaining 2,646,520 of the then-issued and outstanding shares of Banyan Class A Common Stock held by the Sponsor Holders continued as 2,646,520 shares of Pinstripes Holdings Class A Common Stock.

ix.An aggregate of 5,000,000 shares (comprised of 2,500,000 shares of Pinstripes Holdings Series B-1 Common Stock and 2,500,00 shares of Pinstripes Holdings Series B-2 Common Stock) were issued to Pinstripes Stockholders, subject to forfeiture and/or vesting upon the satisfaction of certain stock trading price conditions (the “Earnout Shares”). The Earnout Shares represent an equity-linked contract that is classified in equity. For the avoidance of doubt, the Series I Investors are not, and do not constitute, Pinstripes Stockholders as referenced herein.

x.4,000,000 shares of Pinstripes Holdings Series B-3 Common Stock were issued to Pinstripes Stockholders, subject to forfeiture and/or vesting upon the satisfaction of a financial performance condition (the “EBITDA Earnout Shares”). The EBITDA Earnout Shares represent an equity-linked contract that is classified in equity. For the avoidance of doubt, the Series I Investors are not, and do not constitute, Pinstripes Stockholders as referenced herein.

xi.All 2,722,593 of the then-issued and outstanding Pinstripes’ options held by Pinstripes Stockholders (whether vested or unvested) were automatically cancelled and converted into 5,032,434 Pinstripes Options (based on the Exchange Ratio of approximately 1.85 shares of Pinstripes Holdings Class A Common Stock for each share of Pinstripes Holdings Common Stock). Each outstanding vested Pinstripes Option entitles the holder the right to purchase one (1) share of Pinstripes Holdings Class A Common Stock. For the avoidance of doubt, the Series I Investors are not, and do not constitute, Pinstripes Stockholders as referenced herein.

xii.Simultaneously with, and in contemplation of, the Closing of the Business Combination, Pinstripes and Banyan entered into a loan agreement with Oaktree Fund Administration, LLC, as Agent, and the lender party thereto for aggregate cash proceeds of $50.0 million (the “Tranche 1 Loan”) with an interest that will accrue based on a 360-day year at a rate per annum equal to (i) 12.5% payable quarterly in arrears, at Pinstripes’ option either in cash or in kind (subject to certain procedures and conditions); provided that the interest payable in respect of any period following December 31, 2024, interest under this clause (i) will be required to be paid solely in cash, plus (ii) 7.5% payable quarterly in arrears, at Pinstripes’ option, either in cash or in kind (subject to certain procedures and conditions). The maturity date of the Tranche 1 Loan is December 29, 2028. Concurrently with the closing of the Tranche 1 Loan, the lender party was granted fully detachable warrants exercisable for 2,500,000 shares of Pinstripes Holdings Class A Common Stock at an exercise price of $0.01 per share. In connection with the closing of the Tranche 1 Loan, Banyan, Merger Sub, and Pinstripes agreed to waive the Minimum Cash Amount condition set forth by the Business Combination Agreement.

xiii.Pinstripes borrowed an additional $5.0 million under its credit facility with Silverview Credit Partners LP.

xiv.Within five (5) business days after the Closing of the Business Combination, 50,000 shares of Pinstripes Holdings Class A Common Stock are being issued to a third party as payment for $0.5 million of

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Pinstripes’ incurred transaction costs. The transaction costs were incurred in connection with the Closing of the Business Combination.

On December 21, 2023, Banyan held the Extension Meeting to approve the Extension Amendment and the Redemption Limitation Amendment (the “Extension Meeting”). In connection with the vote to approve the Extension Amendment and the Redemption Limitation Amendment, the holders of 1,314,065 shares of Banyan Class A Common Stock exercised their right to redeem the shares for cash at an aggregate redemption price of $14.1 million, calculated using the actual redemption price of approximately $10.73 per share.

On December 5, 2023, Banyan filed the definitive joint proxy statement/consent solicitation statement/prospectus for the solicitation of proxies in connection with a special meeting (the “Business Combination Meeting”) to approve the Business Combination Agreement and the Business Combination contemplated thereby. The Business Combination Meeting was held on December 27, 2023 whereby Banyan’s stockholders approved the Business Combination Agreement and the consummation of the transactions to effect the Closing of the Business Combination. In connection with the vote to approve the Business Combination Agreement and the Business Combination contemplated thereby, the holders of 2,652,419 shares of Banyan Class A Common Stock exercised their right to redeem the shares for cash at an aggregate redemption price of $28.5 million, calculated using the actual redemption price of approximately $10.76 per share.

The following table summarizes the unaudited pro forma combined shares of Pinstripes Holdings Class A Common Stock issued and outstanding immediately after the Closing of the Business Combination, excluding the potential dilutive effect of outstanding vested and unvested Pinstripes Holdings Options:

	Share Ownership in Pinstripes Holdings
	Shares	%
Pinstripes Holdings Stockholders(1)	33,449,433	83.8	%
Series I Investors(2)	2,721,400	6.8	%
Sponsor Holders(3)	2,646,250	6.6	%
Banyan equity holders(4)	1,050,953	2.7	%
Other(5)	50,000	0.1	%
Total shares after the Closing of the Business Combination	39,918,036	100.0	%

__________________

(1)The number of shares held by the Pinstripes Stockholders is comprised of (i) the 6,363,628 then-issued and outstanding shares of Pinstripes Common Stock that were automatically cancelled and converted into 11,763,851 shares of Pinstripes Holdings Class A Common Stock, based on the Exchange Ratio of approximately 1.85 shares of Pinstripes Holdings Class A Common Stock for each share of Pinstripes Holdings Common Stock, at the Closing of the Business Combination; (ii) the 924,304 then-issued and outstanding shares of Pinstripes Holdings Common Stock (that resulted from the automatic conversion of Pinstripes Convertible Notes immediately prior to the Closing of the Business Combination) that were automatically cancelled and converted into 924,304 shares of Pinstripes Holdings Class A Common Stock, based on the Exchange Ratio of approximately 1.85 shares of Pinstripes Holdings Class A Common Stock for each share of Pinstripes Holdings Common Stock or common stock equivalent, at the Closing of the Business Combination; (iii) the 354,436 of the then-issued and outstanding shares of Pinstripes Holdings Common Stock (that resulted from the automatic conversion of Pinstripes’ warrants immediately prior to the Closing of the Business Combination) that were automatically cancelled and converted into 655,213 shares of Pinstripes Holdings Class A Common Stock, based on the Exchange Ratio of approximately 1.85 shares of Pinstripes Holdings Class A Common Stock for each share of Pinstripes Holdings Common Stock or common stock equivalent, at the Closing of the Business Combination; (iv) the 10,203,945 then-issued and outstanding shares of Pinstripes Holdings Common Stock (that resulted from the automatic conversion of the Pinstripes’ Redeemable Convertible Preferred Stock, excluding Pinstripes’ Series I Redeemable Convertible Preferred Stock and the cumulative unpaid dividends accrued thereon, immediately prior to the Closing of the Business Combination) that were automatically cancelled and converted into 18,863,090 shares of Pinstripes Holdings Class A Common Stock, based on the Exchange Ratio of approximately 1.85 shares of Pinstripes Holdings Class A Common Stock for each share of Pinstripes Holdings Common Stock or common stock equivalent; and (v) the 1,242,975 shares of Pinstripes Holdings Class A Common Stock (that resulted from the Sponsor Holders forfeiting 1,242,975 shares of the then-issued and outstanding Banyan Class A Common Stock which were re-issued as 1,242,975 shares of Pinstripes Holdings Class A Common Stock) issued to the Pinstripes Stockholders at the Closing of the Business Combination.

(2)Represents (i) the 850,648 then-issued and outstanding shares of Pinstripes Common Stock (that resulted from the automatic conversion of Pinstripes’ Series I Redeemable Convertible Preferred Stock immediately prior to the Closing of the Business Combination) that were automatically cancelled and exchanged into 2,126,620 shares of Pinstripes Holdings Class A Common Stock, based on the Series I Exchange Ratio of approximately 2.5 shares of Pinstripes Holdings Class A Common Stock for each share of Pinstripes Holdings Common Stock or common stock equivalent, at the Closing of the Business Combination; (ii) the 35,102 then-issued and outstanding shares of Pinstripes Common Stock (that resulted from the automatic conversion of the cumulative unpaid dividends on Pinstripes’ Series I

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Redeemable Convertible Preferred Stock immediately prior to the Closing of the Business Combination) that were automatically cancelled and exchanged into 87,755 shares of Pinstripes Holdings Class A Common Stock, based on the Series I Exchange Ratio of approximately 2.5 shares of Pinstripes Holdings Class A Common Stock for each share of Pinstripes Holdings Common Stock or common stock equivalent, at the Closing of the Business Combination; and (iii) the 507,025 shares of Pinstripes Holdings Class A Common Stock (that resulted from the Sponsor Holders forfeiting 507,025 shares of the then-issued and outstanding Banyan Class A Common Stock, which were re-issued as 507,025 shares of Pinstripes Holdings Class A Common Stock) issued to the Series I Investors at the Closing of the Business Combination.

(3)Reflects the 2,646,520 of the then-issued and outstanding shares of Banyan Class A Common Stock held by the Sponsor Holders that continued as 2,646,520 shares of Pinstripes Holdings Class A Common Stock at the Closing of the Business Combination.

(4)Represents (i) the 32,203 of the then-issued and outstanding shares of Banyan Class A Common Stock that converted, on a one-for-one basis, into 32,203 shares of Pinstripes Holdings Class A Common Stock at the Closing of the Business Combination; and (ii) the 1,018,750 shares of Pinstripes Holdings Class A Common Stock (that resulted from the Sponsor Holders forfeiting 1,018,750 shares of the then-issued and outstanding Banyan Class A Common Stock, which were re-issued as 1,018,750 shares of Pinstripes Holdings Class A Common Stock) issued to Banyan equityholders, pursuant to certain non-redemption agreements, at the Closing of the Business Combination.

(5)Reflects the 50,000 shares of Pinstripes Holdings Class A Common Stock being issued within five (5) business days after the Closing of the Business Combination to a third-party as payment for $0.5 million of Pinstripes’ incurred transaction costs. The $0.5 million of transaction costs primarily represent fees incurred by Pinstripes for financial advisory, legal, and other professional services in connection with the Closing of the Business Combination.

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Note 3 – Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet as of October 15, 2023

Refer to the items below for a reconciliation of the pro forma adjustments reflected in the unaudited pro forma condensed combined balance sheet as of October 15, 2023:

3(a)Cash and cash equivalents – Reflects the impact of the Business Combination on the cash and cash equivalents balance of Pinstripes Holdings. The table summarizes the pro forma adjustments as follows:

Description

Note

Amount

(Amounts in thousands)

Proceeds from Pinstripes ‘ financing arrangements, net debt issuance costs

3 (a)(i)

9,700

Payments of interest on Pinstripes’ financing arrangements

3 (a)(ii)

(1,561)

Proceeds from the exercise of Pinstripes’ liability-classified warrants

3 (a)(iii)

Proceeds from Banyan’s promissory notes

3 (a)(iv)

Proceeds from the Tranche 1 Loan closed in connection with the Closing of the Business Combination

3 (a)(v)

50,000

Payment of Banyan’s outstanding promissory notes

3 (a)(vi)

(516)

Payment of Banyan’s transaction costs

3 (a)(vii)

(16,381)

Payment of Pinstripes’ transaction costs

3 (a)(viii)

(5,494)

Reclassification of the funds held in the Trust Account at the Closing of the Business Combination

3 (a)(ix)

346

Pro Forma Adjustment – Cash and cash equivalents

36,105

3(a)(i)Represents the $9.7 million of proceeds received from Pinstripes’ financing arrangements issued subsequent to October 15, 2023, net $0.3 million of aggregate payments in settlement of debt issuance costs. See Note 3(c)(i), Other long-term assets, and Note 3(h)(i), Long-term debt, for the corresponding pro forma adjusting entries

3(a)(ii)Reflects the $1.6 million of aggregate interest payments on Pinstripes’ financing arrangements through the Closing of the Business Combination. $1.2 million of the total $1.6 million aggregate interest payments represents the payments for interest accreted on Pinstripes’ financing arrangements subsequent to October 15, 2023. $0.4 million of the total $1.6 million aggregate interest payments represents payments for interest accrued on Pinstripes’ unaudited historical consolidated balance sheet as of October 15, 2023, as a component of the other current liabilities balance. Refer to Note 3(f)(i), Other current liabilities, and Note 3(q)(i), Accumulated deficit, for the corresponding pro forma adjusting entries.

3(a)(iii)Reflects the proceeds received for the exercise of 160,149 shares of Pinstripes’ liability-classified warrants subsequent to October 15, 2023, in exchange for the issuance of 160,149 shares of Pinstripes Common Stock. See Note 3(f)(ii), Other current liabilities, Note 3(l)(i), Pinstripes Common Stock, and Note 3(p)(i), Additional paid-in capital, for the corresponding pro forma adjusting entries.

3(a)(iv)Reflects the proceeds received from Banyan’s promissory notes issued to related parties subsequent to September 30, 2023. Refer to Note 3(g)(i), Promissory notes, related parties, for the corresponding pro forma adjusting entry.

3(a)(v)Reflects the $50.0 million of proceeds received from the Tranche 1 Loan closed in connection with the Business Combination. See Note 3(h)(ii), Long-term debt, and Note 3(p)(xv), Additional paid-in capital, for the corresponding pro forma adjusting entries.

3(a)(vi)Reflects the $0.5 million payment for the settlement of Banyan’ outstanding promissory notes due to related parties, at the Closing of the Business Combination. Refer to Note 3(g)(ii), Promissory notes, related parties, for the corresponding pro forma adjusting entry.

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3(a)(vii)Reflects the $16.4 million aggregate payments for nonrecurring transaction costs incurred by Banyan and settled at the Closing of the Business Combination. The transaction costs primarily represent fees incurred by Banyan for financial advisory, legal, and other professional services in connection with the Closing of the Business Combination. Of the $16.4 million of transaction costs, (1) $0.4 million were included on Banyan’s unaudited historical condensed consolidated balance sheet as of September 30, 2023, as a component of the accounts payable balance (see corresponding pro forma adjustment entry at Note 3(d)(i), Accounts payable); (2) $3.5 million were accrued on the unaudited historical condensed consolidated balance sheet of Banyan as of September 30, 2023, as a component of the accrued expense balance (refer to Note 3(e), Accrued expenses, for the corresponding pro forma adjusting entry); (3) $3.3 million were for the settlement of the deferred underwriting fees accrued on Banyan’s unaudited historical condensed consolidated balance sheet as of September 30, 2023 (see corresponding pro forma adjusting entry at Note 3(i), Deferred underwriting fees); and (4) the approximate remaining $9.2 million were for the settlement of transaction costs that were incurred by Banyan subsequent to September 30, 2023 (refer to Note 3(q)(vii), Accumulated deficit, the corresponding pro forma adjusting entry).

4(a)(vii)Reflects the $5.5 million aggregate payments for nonrecurring transaction costs incurred by Pinstripes and settled at the Closing of the Business Combination. The transaction costs primarily represent fees incurred by Pinstripes for financial advisory, legal, and other professional services in connection with the Closing of the Business Combination. Of the $5.5 million of transaction costs, (1) $1.4 million were for the settlement of transaction costs included on Pinstripes’ unaudited historical consolidated balance sheet as of October 15, 2023, as a component of the accounts payable balance (see corresponding pro forma adjustment entries at Note 3(d)(ii), Accounts payable); (2) $0.3 million were for the settlement of transaction costs accrued on the unaudited historical consolidated balance sheet of Pinstripes as of October 15, 2023, as a component of the other current liabilities balance (refer to Note 3(f)(iv), Other current liabilities, for the corresponding pro forma adjusting entry); and (3) the approximate remaining $3.8 million were for the settlement of transaction costs that were incurred by Pinstripes subsequent to October 15, 2023. Refer to Note 3(p)(v), Additional paid-in capital, for the corresponding pro forma adjusting entry.

3(a)(ix)Represents the $0.4 million release of the funds held in the Trust Account, which was dissolved and liquidated at the Closing of the Business Combination. Refer to Note 3(b)(v), Funds held in the Trust Account, for the corresponding pro forma adjusting entry.

3(b)Funds held in the Trust Account – Represents the reclassification of the funds held in Trust Account that became available at the Closing of the Business Combination after giving effect to the impact of the Extension Amendment and the Redemption Limitation Amendment. The table summarizes the pro forma adjustments as follows:

Description

Note

Amount

(Amounts in thousands)

Redemption of Banyan Class A Common Stock in connection with the Extension Amendment and the Redemption Limitation Amendment

3 (b)(i)

(14,103)

Increase to the funds held in the Trust Account in connection with the Extension Amendment

3 (b)(ii)

Net increase to the funds held in the Trust Account in connection with the Closing of the Business Combination

3 (b)(iii)

516

Redemption of Banyan Class A Common Stock in connection with the Closing of the Business Combination

3 (b)(iv)

(28,544)

Reclassification of the funds held in the Trust Account at the Closing of the Business Combination

3 (b)(v)

(346)

Pro Forma Adjustment – Funds held in the Trust Account

(42,424)

3(b)(i)Reflects the $14.1 million aggregate redemption price for the redemption of 1,314,065 shares of Banyan Class A Common Stock in connection with the Extension Amendment and the Redemption Limited Amendment subsequent to September 30, 2023. The $14.1 million aggregate redemption price was calculated using the redemption price of approximately $10.73 per share (based on the $42.9 million of

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funds held in the Trust Account at the Extension Amendment and the Redemption Limitation Amendment date of December 21, 2023). See Note 3(k)(i), Banyan Class A Common Stock, for the corresponding pro forma adjusting entry.

3(b)(ii)Reflects the $0.1 million deposit to the funds held in the Trust Account in connection with the Extension Amendment subsequent to September 30, 2023, calculated at an amount of $0.02 per outstanding share of Banyan Class A Common Stock (based on the 2,684,622 outstanding shares of Banyan Class A Common Stock as of December 22, 2023), for the settlement of the Sponsor Holders’ contractual obligation to remit the $0.1 million deposit following the approval of the Extension Amendment. Refer to Note 3(q)(iii), Accumulated deficit, for the corresponding pro forma adjusting entry.

3(b)(iii)Reflects the $0.5 million net increase to the funds held in the Trust Account as of the Closing of the Business Combination. The increase is comprised of interest earned on the funds held in the Trust Account during the period from October 1, 2023 to the Closing of the Business Combination, net of (1) taxes and fees payable thereon and (2) the Sponsor Holders’ $0.1 million deposit to the funds held in the Trust Account. See Note 3(q)(xii), Accumulated deficit, for the corresponding pro forma adjusting entry.

3(b)(iv)Reflects the $28.5 million aggregate redemption price for the redemption of 2,652,419 shares of Banyan Class A Common Stock in connection with the Closing of the Business Combination. The $28.5 million aggregate redemption price was calculated using the actual redemption price of approximately $10.76 per share (based on the $28.9 million of funds held in the Trust Account at the Closing of the Business Combination). Refer to Note 3(k)(iv), Banyan Class A Common Stock, for the corresponding pro forma adjusting entry.

3(b)(v)Represents the $0.4 million release of the funds held in the Trust Account, which was dissolved and liquidated at the Closing of the Business Combination. Refer to Note 3(a)(ix), Cash and cash equivalents, for the corresponding pro forma adjusting entry.

3(c)Other long-term assets – Reflects the impact of Pinstripes’ financing arrangements and the Closing of the Business Combination on the pro forma combined other long-term assets balance. The table summarizes the pro forma adjustments as follows:

Description

Note

Amount

(Amounts in thousands)

Elimination of Pinstripes’ loan commitment asset associated with Pinstripes’ financing arrangements

3(c)(i)

(967)

Reclassification of Pinstripes’ capitalized transaction costs

3(c)(ii)

(4,126)

Pro Forma Adjustment – Other long-term assets

(5,093)

3(c)(i)Reflects the $1.0 million elimination of Pinstripes’ loan commitment asset associated with Pinstripes’ right to additional financing, on amounts received from Pinstripes’ financing arrangements issued subsequent to October 15, 2023. Refer to Note 3(a)(i), Cash and cash equivalents, and Note 3(h)(i), Long-term debt, for the corresponding pro forma adjusting entries.

3(c)(ii)Reflects the reclassification of Pinstripes’ $4.1 million capitalized transaction costs from classification within the other long-term assets balance to classification as a component of the additional paid-in capital balance at the Closing of the Business Combination in accordance with Staff Accounting Bulletin (“SAB”) Topic 5.A. The capitalized transaction costs primarily represent fees incurred by Pinstripes for financial advisory, legal, and other professional services in connection with the Closing of the Business Combination. Of the total $4.1 million capitalized transaction costs, $2.3 million relate to fees that were accrued on Pinstripes’ unaudited historical consolidated balance sheet as of October 15, 2023, as a component of the accounts payable balance; $0.3 million represent fees accrued on the unaudited historical consolidated balance sheet of Pinstripes as of October 15, 2023, as a component of the other current liabilities balance. The approximate remaining $1.5 million relates to fees incurred and paid by Pinstripes

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prior to October 16, 2023. See Note 3(p)(vii), Additional paid-in capital, for the corresponding pro forma adjusting entry.

3(d)Accounts payable - Reflects the impact of the Closing of the Business Combination on the pro forma combined accounts payable balance. The table summarizes the pro forma adjustments as follows:

Description

Note

Amount

(Amounts in thousands)

Payment of Banyan’s transaction costs

3(d)(i)

(365)

Payment of Pinstripes’ accounts payable, net transaction costs incurred subsequent to October 15, 2023

3(d)(ii)

(462)

Pro Forma Adjustment – Accounts payable

(827)

3(d)(i)Reflects the $0.4 million aggregate payments for the settlement of the nonrecurring transaction costs accrued as a component of the accounts payable balance on Banyan’s unaudited historical condensed consolidated balance sheet as of September 30, 2023, at the Closing of the Business Combination. The transaction costs primarily represent legal fees incurred by Banyan in connection with the Closing of the Business Combination. See Note 3(a)(vii), Cash and cash equivalents, for the corresponding pro forma adjusting entry.

3(d)(ii)Reflects the $1.4 million aggregate payments for the settlement of the nonrecurring transaction costs accrued as a component of the accounts payable balance on Pinstripes’ unaudited historical consolidated balance sheet as of October 15, 2023, at the Closing of the Business Combination, net (1) approximately $0.7 million of transaction costs incurred by Pinstripes subsequent to October 15, 2023 and (2) $0.2 million of fees incurred by Pinstripes subsequent to October 15, 2023 for non-transaction related services. The transaction costs primarily represent fees incurred by Pinstripes for financial advisory, legal, and other professional services in connection with the Closing of the Business Combination. Refer to Note 3(a)(viii), Cash and cash equivalents, Note 3(p)(v), Additional paid-in capital, and Note 3(q)(viii), Accumulated deficit, for the corresponding pro forma adjusting entries.

3(e)Accrued expenses - Represents the $3.5 million aggregate payments for the settlement of the nonrecurring transaction costs accrued as a component of the accrued expense balance on Banyan’s unaudited historical condensed consolidated balance sheet as of September 30, 2023, at the Closing of the Business Combination. The transaction costs primarily represent fees incurred by Banyan for financial advisory, legal, and other professional services in connection with the Closing of the Business Combination. See Note 3(a)(vii), Cash and cash equivalents, for the corresponding pro forma adjusting entry.

3(f)Other current liabilities – Represents the pro forma impact of the Business Combination of Pinstripes Holdings’ other current liabilities balance. The table summarizes the pro forma adjustments as follows:

Description

Note

Amount

(Amounts in thousands)

Payments of interest on Pinstripes’ financing arrangements

3(f)(i)

(386)

Exercise of Pinstripes’ liability-classified warrants

3(f)(ii)

(2,202)

Reclassification of Pinstripes’ liability-classified warrants to equity-classification

3(f)(iii)

(1,049)

Payment of Pinstripes’ transaction costs

3(f)(iv)

(340)

Accretion of interest on Pinstripes Convertible Notes

3(f)(v)

Pro Forma Adjustment – Other current liabilities

(3,966)

3(f)(i)Reflects the $0.4 million of aggregate interest payments for the settlement of the interest accrued on Pinstripes’ unaudited historical consolidated balance sheet as of October 15, 2023, payable on Pinstripes’ financing arrangements. See Note 3(a)(ii), Cash and cash equivalents, for the corresponding pro forma adjusting entry.

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3(f)(ii)Reflects the $2.2 million derecognition of Pinstripes’ warrant liability upon the exercise of 160,149 shares of Pinstripes’ liability-classified warrants subsequent to October 15, 2023, for the issuance of 160,149 shares of Pinstripes Common Stock. Refer to Note 3(a)(iii), Cash and cash equivalents, Note 3(l)(i), Pinstripes Common Stock, and Note 3(p)(i), Additional paid-in capital, for the corresponding pro forma adjusting entries.

3(f)(iii)Reflects the $1.0 million reclassification of 76,285 shares of Pinstripes’ liability-classified warrants to equity-classification upon the resolution of the warrants’ issuance contingency (as the warrants no longer met the liability-classification requirements and meet all other conditions for equity-classification under ASC 815-40) subsequent to October 15, 2023. See Note 3(p)(vi), Additional paid-in capital, for the corresponding pro forma entry.

3(f)(iv)Reflects the $0.3 million aggregate payments for the settlement of the nonrecurring transaction costs accrued as a component of the other current liabilities balance on Pinstripes’ unaudited historical consolidated balance sheet as of October 15, 2023, at the Closing of the Business Combination. The transaction costs primarily represent fees incurred by Pinstripes for financial advisory, legal, and other professional services in connection with the Closing of the Business Combination. Refer to Note 3(a)(viii), Cash and cash equivalents, for the corresponding pro forma adjusting entry.

3(f)(v)Reflects the accretion of interest on Pinstripes Convertible Notes during the period from October 16, 2023 to the Closing of the Business Combination, which were converted to shares of Pinstripes Holdings Class A Common Stock at the Closing of the Business Combination. See Note 3(q)(ix), Accumulated deficit, for the corresponding pro forma adjusting entry.

3(g)Promissory notes, related parties – Reflects the impact of Banyan’s promissory notes and the Closing of the Business Combination on the pro forma combined promissory notes, related parties, balance. The table summarizes the pro forma adjustments as follows:

Description

Note

Amount

(Amounts in thousands)

Proceeds from Banyan’s promissory notes

3(g)(i)

Payment of Banyan’s outstanding promissory notes

3(g)(ii)

(516)

Pro Forma Adjustment – Promissory notes, related parties

(506)

3(g)(i)Reflects the proceeds received from Banyan’s promissory notes issued to related parties subsequent to September 30, 2023. Refer to Note 3(a)(iv), Cash and cash equivalents, for the corresponding pro forma adjusting entry.

3(g)(ii)Reflects the $0.5 million payment for the settlement of the outstanding promissory notes due to related parties, at the Closing of the Business Combination. See Note 3(a)(vi), Cash and cash equivalents, for the corresponding pro forma adjusting entry.

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3(h)Long-term debt – Reflects the impact of Pinstripes Holdings’ financing arrangements and the Closing of the Business Combination on the pro forma combined long-term debt balance. The table summarizes the pro forma adjustments as follows:

Description

Note

Amount

(Amounts in thousands)

Proceeds from Pinstripes’ financing arrangements, net of debt discounts and debt issuance costs

3(h)(i)

8,733

Proceeds from the Tranche 1 Loan closed in connection with the Closing of the Business Combination, net of debt discount

3(h)(ii)

32,669

Conversion of Pinstripes Convertible Notes into shares of Pinstripes Common Stock

3(h)(iii)

(5,000)

Pro Forma Adjustment – Long-term debt

36,402

3(h)(i)Reflects the $10.0 million of proceeds received from Pinstripes’ financing arrangements issued subsequent to October 15, 2023, net of debt financing costs (1) the $1.0 million debt discount relating to the elimination of Pinstripes’ loan commitment asset associated the amounts received from Pinstripes’ financing arrangements issued subsequent to October 15, 2023, and (2) the $0.3 million aggregate payments for debt issuance costs. Refer to Note 3(a)(i), Cash and cash equivalents, and Note 3(c)(i), Other long-term assets, for the corresponding pro forma adjusting entries.

3(h)(ii)Reflects the $50.0 million of proceeds received from the Tranche 1 Loan closed in connection with the Closing of the Business Combination., net of the estimated $17.3 million debt discount associated with the allocation of $17.3 million of the total $50.0 million proceeds to the Pinstripes Holdings’ equity-classified warrants issued simultaneously with, and in contemplation of, the Tranche 1 Loan. See Note 3(a)(v), Cash and cash equivalents, and Note 3(p)(xv), Additional paid-in capital, for the corresponding pro forma adjusting entries.

3(h)(iii)Reflects the conversion of the outstanding $5.0 million Pinstripes Convertible Notes into 500,000 shares of Pinstripes Common Stock immediately prior to the Closing of the Business Combination. Refer to Note 3(l)(iii), Pinstripes Common Stock, and Note 3(p)(vix), Additional paid-in capital, for the corresponding pro forma adjusting entries.

3(i)Deferred underwriting fees– Reflects the settlement of $3.3 million of Banyan’s deferred underwriting fees payable at the Closing of the Business Combination from the funds held in Trust Account, after taking into effect the reduction of $0.3 million reduction of the deferred underwriting fees subsequent to September 30, 2023. Refer to Note 3(a)(vii), Cash and cash equivalents, and Note 3(q)(ii), Accumulated deficit, for the respective corresponding pro forma adjusting entries.

3(j)Pinstripes’ Redeemable Convertible Preferred Stock – Represents the impact of the accretion of cumulative unpaid dividends on Pinstripes’ Series I Redeemable Convertible Preferred Stock and the Closing of the Business Combination on the pro forma combined Pinstripes’ Redeemable Convertible Preferred Stock balance. The table summarizes the pro forma adjustments as follows:

Description

Note

Amount

(Amounts in thousands)

Accretion of cumulative unpaid dividends on Pinstripes’ Series I Redeemable Convertible Preferred Stock

3(j)(i)

350

Conversion of Pinstripes’ Redeemable Convertible Preferred Stock into shares of Pinstripes Common Stock

3(j)(ii)

(75,612)

Pro Forma Adjustment – Pinstripes’ Redeemable Convertible Preferred Stock

(75,262)

3(j)(i)Reflects the $0.3 million accretion of cumulative unpaid dividends on Pinstripes’ Series I Redeemable Convertible Preferred Stock during the period from October 16, 2023 to the Closing of the Business

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Combination. The $0.3 million of cumulative unpaid dividends are payable in 13,988 shares of Pinstripes’ Series I Redeemable Convertible Preferred Stock. Refer to Note 3(q)(x), Accumulated deficit, for the corresponding pro forma adjusting entry.

3(j)(ii)Represents the $75.6 million conversion of the outstanding 11,089,698 shares of Pinstripes’ Redeemable Convertible Preferred Stock into 11,089,698 shares of Pinstripes Common Stock (including the 850,648 shares converted from Pinstripes’ Series I Redeemable Convertible Preferred Stock, the 21,114 shares converted from the cumulative unpaid dividends accrued thereon as of October 15, 2023, and the 13,988 shares converted relating to the accretion of cumulative unpaid dividends on Pinstripes’ Series I Redeemable Convertible Preferred Stock during the period from October 15, 2023) immediately prior to the Closing of the Business Combination. See Note 3(l)(iv), Pinstripes Common Stock, and Note 3(p)(x), Additional paid-in capital, for the corresponding adjusting pro forma entries.

3(k)Banyan Class A Common Stock – Represents the impact of the Extension Amendment, the Redemption Limitation Amendment, and the Closing of the Business Combination on the pro forma combined Banyan Class A Common Stock balance. The table summarizes the pro forma adjustments as follows:

Description

Note

Amount

(Amounts in thousands)

Redemption of Banyan Class A Common Stock in connection with the Extension Amendment and the Redemption Limitation Amendment

3(k)(i)

(14,103)

Remeasurement of Banyan Class A Common Stock to redemption value in connection with the Extension Amendment

3(k)(ii)

Remeasurement of Banyan Class A Common Stock to redemption value in connection with the Closing of the Business Combination

3(k)(iii)

516

Redemption of Banyan Class A Common Stock in connection with the Closing of the Business Combination

3(k)(iv)

(28,544)

Conversion of Banyan Class A Common Stock into shares of Pinstripes Holdings Class A Common Stock

3(k)(v)

(346)

Pro Forma Adjustment – Banyan’s Redeemable Class A Common Stock

(42,424)

3(k)(i)Reflects the $14.1 million aggregate redemption price for the redemption of 1,314,065 shares of Banyan Class A Common Stock in connection with the Extension Amendment and the Redemption Limited Amendment subsequent to September 30, 2023. The $14.1 million aggregate redemption price was calculated using the redemption price of approximately $10.73 per share (based on the $42.9 million of funds held in the Trust Account at the Extension Amendment and the Redemption Limitation Amendment date of December 21, 2023). See Note 3(b)(i), Funds held in the Trust Account, for the corresponding pro forma adjusting entry.

3(k)(ii)Reflects the $0.1 million remeasurement of Banyan Class A Common Stock to redemption value in connection with the $0.1 million deposit to the funds held in the Trust Account subsequent to September 30, 2023, calculated at an amount of $0.02 per outstanding share of Banyan Class A Common Stock (based on the 2,684,622 outstanding shares of Banyan Class A Common Stock as of December 22, 2023), for the settlement of the Sponsor Holders’ contractual obligation to remit the $0.1 million deposit following the approval of the Extension Amendment. Refer to Note 3(q)(iv), Accumulated deficit, for the corresponding pro forma adjusting entry.

3(k)(iii)Reflects the $0.5 million remeasurement of Banyan Class A Common Stock to redemption value as of the Closing of the Business Combination, reflective of the net increase to the funds held in the Trust Account. The increase resulted from the interest earned on the funds held in the Trust Account during the period from October 1, 2023 to the Closing of the Business Combination, net of (1) taxes and fees payable thereon and (2) the Sponsor Holders’ $0.1 million deposit to the funds held in the Trust Account. Refer to Note 3(q)(xiii), Accumulated deficit, for the corresponding pro forma adjusting entry.

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3(k)(iv)Reflects the $28.5 million aggregate redemption price for the redemption of 2,652,419 shares of Banyan Class A Common Stock in connection with the Closing of the Business Combination. The $28.5 million aggregate redemption price was calculated using the actual redemption price of approximately $10.76 per share (based on the $28.9 million of funds held in the Trust Account at the Closing of the Business Combination). See Note 3(b)(iv), Funds held in the Trust Account, for the corresponding pro forma adjusting entry.

3(k)(v)Reflects the $0.4 million conversion of the outstanding 32,203 shares of Banyan Class A Common Stock into 32,303 shares of Pinstripes Holdings Class A Common Stock at the Closing of the Business Combination. Refer to Note 3(m)(i), Pinstripes Holdings Class A Common Stock, and Note 3(p)(xii), Additional paid-in capital, for the corresponding pro forma adjusting entries.

3(l)Pinstripes Common Stock – Represents the impact of the exercise of Pinstripes’ liability-classified warrants, the exercise of Pinstripes’ options, and the Closing of the Business Combination on the pro forma combined Pinstripes Holdings Common Stock balance. The table summarizes the pro forma adjustments as follows:

Description

Note

Amount

(Amounts in thousands)

Exercise of Pinstripes’ liability-classified warrants

3(l)(i)

Exercise of Pinstripes’ options

3(l)(ii)

Conversion of Pinstripes Convertible Notes into shares of Pinstripes Common Stock

3(l)(iii)

Conversion of Pinstripes’ Redeemable Convertible Preferred Stock into shares of Pinstripes Common Stock

3(l)(iv)

111

Conversion of Pinstripes’ equity-classified warrants into shares of Pinstripes Common Stock

3(l)(v)

Conversion of Pinstripes Common Stock to shares of Pinstripes Holdings Class A Common Stock

3(l)(vi)

(184)

Pro Forma Adjustment – Pinstripes Common Stock

(62)

3(l)(i)Reflects the exercise of 160,149 shares of Pinstripes’ liability-classified warrants subsequent to October 15, 2023, for the issuance of 160,149 shares of Pinstripes Common Stock at a par value of $0.01 per share resulting in an aggregate par value of $1,601. Refer to Note 3(a)(iii), Cash and cash equivalents, Note 3(f)(ii), Other current liabilities, and Note 3(p)(i), Additional paid-in capital, for the corresponding pro forma adjusting entries.

3(l)(ii)Reflects the cashless exercise of Pinstripes’ options subsequent to October 15, 2023, for the issuance of 24,517 shares of Pinstripes Common Stock at a par value of $0.01 per share resulting in an aggregate par value of $245. See Note 3(p)(xi), Additional paid-in capital, for the corresponding pro forma adjusting entry.

3(l)(iii)Reflects the conversion of the outstanding Pinstripes Convertible Notes into 500,000 shares of Pinstripes Common Stock at a par value of $0.01 per share immediately prior to the Closing of the Business Combination, resulting in an aggregate par value of $5,000. Refer to Note 3(h)(iii), Long-term debt, and Note 3(p)(xiv), Additional paid-in capital, for the corresponding pro forma adjusting entries.

3(l)(iv)Represents the conversion of the outstanding 11,089,698 shares of Pinstripes’ Redeemable Convertible Preferred Stock into 11,089,698 shares of Pinstripes Common Stock at a par value of $0.01 per share immediately prior to the Closing of the Business Combination, resulting in an aggregate par value of $110,897. See Note 3(j)(ii), Pinstripes’ Redeemable Convertible Preferred Stock, and Note 3(p)(x), Additional paid-in capital, for the corresponding adjusting pro forma entries.

3(l)(v)Reflects the conversion of the outstanding 354,426 shares of Pinstripes’ equity-classified warrants into 354,436 shares of Pinstripes Common Stock at a par value of $0.01 per share immediately prior to the

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Closing of the Business Combination, resulting in an aggregate par value of $3,544. Refer to Note 3(p)(xi), Additional paid-in capital, for the corresponding pro forma adjusting entry.

3(l)(vi)Reflects the conversion of the outstanding 18,307,759 shares of Pinstripes Common Stock into 34,420,833 shares of Pinstripes Holdings Class A Common Stock at the Closing of the Business Combination, as consideration for the reverse recapitalization. Refer to Note 3(m)(ii), Pinstripes Holdings Class A Common Stock, and Note 3(p)(xiii), Additional paid-in capital, for the corresponding pro forma adjusting entries.

3(m)Pinstripes Holdings Class A Common Stock - Represents the impact of the Business Combination on the pro forma combined Pinstripes Holdings Class A Common Stock balance. The table below summarizes the pro forma adjustments as follows:

Description

Note

Amount

(Amounts in thousands)

Conversion of Banyan Class A Common Stock into shares of Pinstripes Holdings Class A Common Stock

3(m)(i)

Conversion of Pinstripes Common Stock into shares of Pinstripes Holdings Class A Common Stock

3(m)(ii)

Conversion of Banyan Class A Common Stock into shares of Pinstripes Holdings Class A Common Stock

3(m)(iii)

Conversion of Banyan Class B Common Stock into shares of Pinstripes Holdings Class A Common Stock

3(m)(iv)

Issuance of Pinstripes Holdings Class A Common Stock as payment for Pinstripes’ transaction costs

3(m)(v)

Pro Forma Adjustment – Pinstripes Holdings Class A Common Stock

___________________

3(m)(i)Reflects the conversion of the outstanding 32,203 shares of Banyan Class A Common Stock into 32,203 shares of Pinstripes Holdings Class A Common Stock at a par value of $0.001 per share upon the Closing of the Business Combination, resulting in an aggregate par value of $3. Refer to Note 3(k)(v), Banyan Class A Common Stock, and Note 3(p)(xii), Additional paid-in capital, for the corresponding pro forma adjusting entries.

3(m)(ii)Reflects the conversion of the outstanding 18,307,759 shares of Pinstripes Common Stock into 34,420,833 shares of Pinstripes Holdings Class A Common Stock at a par value of $0.001 per share upon the Closing of the Business Combination as consideration for the reverse recapitalization, resulting in an aggregate par value of $3,442. See Note 3(l)(vi), Pinstripes Common Stock, and Note 3(p)(xiii), Additional paid-in capital, for the corresponding pro forma adjusting entries.

3(m)(iii)Reflects the conversion of the outstanding 2,000,000 shares of Banyan Class A Common Stock into 2,000,000 shares of Pinstripes Holdings Class A Common Stock at a par value of $0.001 per share upon the Closing of at Business Combination, resulting in an aggregate par value of $200. Refer to Note 3(n), Banyan Class A Common Stock, for the corresponding pro forma adjusting entry.

3(m)(iv)Reflects the conversion of the outstanding 5,245,000 shares of Banyan Class B Common Stock into 5,245,000 shares of Pinstripes Holdings Class A Common Stock at a par value of $0.001 per share upon the Closing of the Business Combination, resulting in an aggregate par value of $525. See Note 3(o), Banyan Class B Common Stock, for corresponding pro forma adjusting entry.

3(m)(v)Reflects the 50,000 shares of Pinstripes Holdings Class A Common Stock at a par value of $0.001 per share, being issued within five (5) business days after the Closing of the Business Combination for the settlement of $0.5 million of Pinstripes’ incurred transaction costs resulting in an aggregate par value of $5. The $0.5 million transaction costs primarily represent fees incurred by Pinstripes for financial advisory, legal, and other professional services in connection with the Closing of the Business Combination. Refer to Note 3(p)(xvi), Additional paid-in capital, for the corresponding pro forma adjusting entry.

3(n)Banyan Class A Common Stock - Reflects the conversion of 5,415,000 shares of Banyan Class A Common Stock into 5,415,000 shares of Pinstripes Holdings Class A Common Stock, at a par value of $0.0001 per share, and the conversion of 1,485,000 shares of Banyan Class A Common Stock into 915,000 shares of Pinstripes Holdings Series B-1 Common Stock, at a par value of $0.0001 per share, and 570,000 shares of Pinstripes Holdings Series B-2 Common Stock, at a par value of $0.0001 per share, upon the Closing of the Business Combination, after giving effect to the conversion of 4,900,000 shares of Banyan Class B Common Stock to Banyan Class A Common Stock in connection with the Extension Amendment. Refer to Note 3(m)(iii), Pinstripes Holdings Class A Common Stock, for the corresponding pro forma adjusting entry.

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3(o)Banyan Class B Common Stock – Reflects the conversion of the 345,000 outstanding shares of Banyan Class B Common Stock into 345,000 shares of Pinstripes Holdings Series B-2 Common Stock, at a par value of $0.0001 per share, upon the Closing of the Business Combination, after giving effect to the conversion of 4,900,000 shares of Banyan Class B Common Stock to Banyan Class A Common Stock in connection with the Extension Amendment. See Note 3(m)(iv), Pinstripes Holdings Class A Common Stock, for the corresponding pro forma adjusting entry.

3(p)Additional paid-in capital – Represents the impact of Pinstripes’ liability-classified warrants, the issuance of Pinstripes’ equity-classified warrants, the exercise and forfeitures of Pinstripes’ options, and the Closing of the Business Combination on the pro forma combined additional paid-in capital balance. The table below summarizes the pro forma adjustments as follows:

Description

Note

Amount

(Amounts in thousands)

Exercise of Pinstripes’ liability-classified warrants

3(p)(i)

2,201

Issuance of Pinstripes’ equity-classified warrants

3(p)(ii)

Exercise of Pinstripes’ options

3(p)(iii)

Forfeiture of Pinstripes’ options

3(p)(iv)

(17)

Transaction costs incurred by Pinstripes’ subsequent to October 15, 2023

3(p)(v)

(4,512)

Reclassification of Pinstripes’ liability-classified warrants to equity-classification

3(p)(vi)

1,049

Reclassification of Pinstripes’ capitalized transaction costs

3(p)(vii)

(4,126)

Accelerated vesting of Pinstripes’ options

3(p)(viii)

Conversion of Pinstripes Convertible Notes into shares of Pinstripes Common Stock

3(p)(ix)

4,995

Conversion of Pinstripes’ Redeemable Convertible Preferred Stock into shares of Pinstripes Common Stock

3(p)(x)

75,501

Conversion of Pinstripes’ equity-classified warrants into shares of Pinstripes Common Stock

3(p)(xi)

(4)

Conversion of Banyan Class A Common Stock into shares of Pinstripes Holdings Class A Common Stock

3(p)(xii)

346

Conversion of Pinstripes Common Stock into shares of Pinstripes Holdings Class A Common Stock

3(p)(xiii)

181

Reclassification of Banyan’s accumulated deficit to additional paid-in capital (elimination)

3(p)(xiv)

(23,118)

Issuance of Pinstripes Holdings’ equity-classified warrants associated with the Tranche 1 Loan

3(p)(xv)

17,331

Issuance of Pinstripes Holdings Class A Common Stock as payment for Pinstripes’ transaction costs

3(p)(xvi)

Pro Forma Adjustment –Additional paid-in capital

69,879

__________________

3(p)(i)Reflects the exercise of 160,149 shares of Pinstripes’ liability-classified warrants in exchange for the issuance of 160,149 shares of Pinstripes Common Stock subsequent to October 15, 2023, resulting in a $2.2 million adjustment to additional paid-in capital. Refer to Note 3(a)(iii), Cash and cash equivalents, Note 3(f)(ii), Other current liabilities, and Note 3(l)(i), Pinstripes Common Stock, for the corresponding pro forma adjusting entries.

3(p)(ii)Reflects the issuance of 18,070 shares of Pinstripes’ equity-classified warrants (exercisable for 18,070 shares of Pinstripes Common Stock) subsequent to October 15, 2023. See Note 3(q)(v), Accumulated deficit, for the corresponding pro forma adjusting entry.

3(p)(iii)Reflects the cashless exercise of 24,517 Pinstripes’ options in exchange for the issuance of 24,517 shares of Pinstripes Common Stock subsequent to October 15, 2023. Refer to Note 3(l)(ii), Pinstripes Common Stock, for the corresponding pro forma adjusting entry.

3(p)(iv)Reflects the impact of the reversal of Pinstripes’ previously recognized compensation cost on the additional paid-in capital balance, resulting from the forfeiture of 147,742 Pinstripes’ options subsequent to October 15, 2023. See Note 3(q)(vi), Accumulated deficit, for the corresponding pro forma adjusting entry.

3(p)(v)Reflects the $4.5 million aggregate transaction costs incurred by Pinstripes subsequent to October 15, 2023. The transaction costs primarily represent fees incurred by Pinstripes for financial advisory, legal, and other professional services in connection with the Closing of the Business Combination. $3.8 million of the total $4.5 million aggregate transaction costs were paid by Pinstripes at the Closing of the Business Combination while the remaining $0.7 million of the total $4.5 million aggregate transaction costs are

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included as a component of the pro forma combined accounts payable balance. Refer to Note 3(a)(viii), Cash and cash equivalents, and Note 3(d)(ii), Accounts payable, for the corresponding pro forma adjusting entries.

3(p)(vi)Reflects the $1.0 million reclassification of 76,285 shares of Pinstripes’ liability-classified warrants to equity-classification upon the resolution of the warrants’ issuance contingency (as the warrants no longer met the liability-classification requirements and meet all other conditions for equity-classification under ASC 815-40) subsequent to October 15, 2023. See Note 3(f)(iii), Other current liabilities, for the corresponding pro forma entry.

3(p)(vii)Reflects the reclassification of Pinstripes’ $4.1 million capitalized transaction costs from classification within the other long-term assets balance to classification as a component of the additional paid-in capital balance at the Closing of the Business Combination in accordance with SAB Topic 5.A. The capitalized transaction costs primarily represent fees incurred by Pinstripes for financial advisory, legal, and other professional services in connection with the Closing of the Business Combination. $2.3 million of the total $4.1 million capitalized transaction costs relate to the fees included on Pinstripes’ unaudited historical consolidated balance sheet as of October 15, 2023, as a component of accounts payable. $0.3 million of the total $4.1 million capitalized transaction costs represent the fees accrued on the unaudited historical consolidated balance sheet of Pinstripes as of October 15, 2023. The approximate remaining $1.5 million of the total $4.1 million capitalized transaction costs relates to fees incurred and paid by Pinstripes prior to October 16, 2023. Refer to Note 3(c)(ii), Other long-term assets, for the corresponding pro forma adjusting entry.

3(p)(viii)Reflects the accelerated vesting of certain Pinstripes’ options with the historical share-based compensation plan of Pinstripes immediately prior to the Closing of the Business Combination. These Pinstripes’ options fully vested at the Closing of the Business Combination, a qualifying event. See Note 3(q)(xi), Accumulated deficit, for the corresponding pro forma adjusting entry.

3(p)(ix)Reflects the conversion of the outstanding $5.0 million Pinstripes Convertible Notes into 500,000 shares of Pinstripes Common Stock immediately prior to the Closing of the Business Combination, resulting in a $5.0 million reclassification to additional paid-in capital. Refer to Note 3(h)(iii), Long-term debt, and Note 3(l)(iii), Pinstripes Common Stock, for the corresponding pro forma adjusting entries.

3(p)(x)Represents the conversion of the outstanding 11,089,698 shares of Pinstripes’ Redeemable Convertible Preferred Stock into 11,089,698 shares of Pinstripes Common Stock (including the 850,648 shares converted from Pinstripes’ Series I Redeemable Convertible Preferred Stock, the 21,114 shares converted from the cumulative unpaid dividends accrued thereon as of October 15, 2023, and the 13,988 shares converted relating to the accretion of cumulative unpaid dividends on Pinstripes’ Series I Redeemable Convertible Preferred Stock during the period from October 16, 2023 to the Closing of the Business Combination) immediately prior to the Closing of the Business Combination, resulting in a $75.5 million reclassification to additional paid-in capital. See Note 3(j)(ii), Pinstripes’ Redeemable Convertible Preferred Stock, and Note 3(l)(iv), Pinstripes Common Stock, for the corresponding adjusting pro forma entries.

3(p)(xi)Reflects the conversion of the outstanding 354,436 shares of Pinstripes’ equity-classified warrants into 354,436 shares of Pinstripes Common Stock immediately prior to the Closing of the Business Combination, resulting in a reclassification to additional paid-in capital. Refer to Note 3(l)(v), Pinstripes Common Stock, for the corresponding pro forma adjusting entry.

3(p)(xii)Reflects the conversion of the outstanding 32,203 shares of Banyan Class A Common Stock into 32,203 shares of Pinstripes Holdings Class A Common Stock at the Closing of the Business Combination, resulting in a $0.4 million reclassification to additional paid-in capital See Note 3(k)(v), Banyan Class A Common Stock, and Note 3(m)(i), Pinstripes Holdings Class A Common Stock, for the corresponding pro forma adjusting entries.

3(p)(xiii)Reflects the conversion of the outstanding 18,307,759 shares of Pinstripes Common Stock into 34,420,833 shares of Pinstripes Holdings Class A Common Stock at the Closing of the Business Combination as consideration for the reverse recapitalization, resulting in the reclassification of $0.2 million to additional paid-in capital. Refer to Note 3(l)(vi), Pinstripes Common Stock, and Note 3(m)(ii), Pinstripes Holdings Class A Common Stock, for the corresponding pro forma adjusting entries.

3(p)(xiv)Reflects the $23.1 million elimination of Banyan’s historical accumulated deficit as part of the reverse recapitalization at the Closing of the Business Combination. See Note 3(q)(xiv), Accumulated deficit, for the corresponding pro forma adjusting entry.

3(p)(xv)Reflects the $17.3 million of the total $50.0 million of proceeds received from the Tranche 1 Loan allocated to the issuance of 2,500,000 shares of Pinstripes Holdings’ equity-classified warrants (exercisable for 2,500,000 shares of Pinstripes Holdings Class A Common Stock) issued simultaneously with, and in contemplation of, the Tranche 1 Loan, at the Closing of the Business Combination. The Tranche 1 Loan was closed in connection with the Closing of the Business Combination. Refer to Note 3(a)(v), Cash and cash equivalents, and Note 3(h)(ii), Long-term debt, for the corresponding pro forma adjusting entries.

3(p)(xvi)Reflects the 50,000 shares of Pinstripes Holdings Class A Common Stock being issued within five (5) business days after the Closing of the Business Combination for the settlement of $0.5 million of Pinstripes’ incurred transaction costs. The $0.5 million of transaction costs primarily represent the fees incurred by Pinstripes for financial advisory, legal, and other professional services in connection with the Closing of the Business Combination. See Note 3(m)(v), Pinstripes Holdings Class A Common Stock, for the corresponding pro forma adjusting entry.

3(q)Accumulated deficit – Represents the impact of Pinstripes’ financing arrangements, the reduction of the deferred financing fees, the Extension Amendment, issuance of Pinstripes’ equity-classified warrants, the

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forfeiture of Pinstripes’ options, and the Closing of the Business Combination on the pro forma combined accumulated deficit balance. The table below reflects the pro forma adjustments as follows:

Description

Note

Amount

(Amounts in thousands)

Payments of interest on Pinstripes’ financing arrangements

3(q)(i)

(1,175)

Reduction of deferred underwriting fees

3(q)(ii)

362

Increase to the funds held in the Trust Account in connection with the Extension Amendment

3(q)(iii)

Remeasurement of Banyan Class A Common Stock to redemption value in connection with the Extension Amendment

3(q)(iv)

(53)

Issuance of Pinstripes’ equity-classified warrants

3(q)(v)

(22)

Forfeiture of Pinstripes’ options

3(q)(vi)

Payment of Banyan’s transaction costs

3(q)(vii)

(9,214)

Costs incurred by Pinstripes’ subsequent to October 15, 2023

3(q)(viii)

(180)

Accretion of interest on Pinstripes Convertible Notes

3(q)(ix)

(11)

Accretion of cumulative unpaid dividends on Pinstripes’ Series I Redeemable Convertible Preferred Stock

3(q)(x)

(350)

Accelerated vesting of Pinstripes’ options

3(q)(xi)

(30)

Net increase to the funds held in the Trust Account in connection with the Closing of the Business Combination

3(q)(xii)

516

Remeasurement of Banyan Class A Common Stock to redemption value in connection with the Closing of the Business Combination

3(q)(xiii)

(516)

Reclassification of Banyan’s accumulated deficit to additional paid-in capital (elimination)

3(q)(xiv)

23,118

Pro Forma Adjustment – Accumulated deficit

12,515

__________________

3(q)(i)Reflects the $1.2 million of aggregate interest payments on Pinstripes’ financing arrangements subsequent to October 15, 2023. Pinstripes’ financing arrangements. Refer to Note 3(a)(ii), Cash and cash equivalents, for the corresponding pro forma adjusting entry.

3(q)(ii)Reflects the $0.3 million reduction of the deferred underwriting fees accrued on Banyan’s unaudited historical condensed consolidated balance sheet as of September 30, 2023 subsequent to September 30, 2023. See Note 3(i), Deferred underwriting fees, for the corresponding pro forma adjusting entry.

3(q)(iii)Reflects the $0.1 million deposit to the funds held in the Trust Account in connection with the Extension Amendment subsequent to September 30, 2023, calculated at an amount of $0.02 per outstanding share of Banyan Class A Common Stock (based on the 2,684,622 outstanding shares of Banyan Class A Common Stock as of December 22, 2023), for the settlement of the Sponsor Holders’ contractual obligation to remit the $0.1 million deposit following the approval of the Extension Amendment. Refer to Note 3(b)(ii), Funds held in the Trust Account, for the corresponding pro forma adjusting entry.

3(q)(iv)Reflects the $0.1 million remeasurement of Banyan Class A Common Stock to redemption value in connection with the $0.1 million deposit to the funds held in the Trust Account subsequent to September 30, 2023, calculated at an amount of $0.02 per outstanding share of Banyan Class A Common Stock (based on the 2,684,622 outstanding shares of Banyan Class A Common Stock as of December 22, 2023), for the settlement of the Sponsor Holders’ contractual obligation to remit the $0.1 million deposit following the approval of the Extension Amendment. See Note 3(k)(ii), Banyan Class A Common Stock, for the corresponding pro forma adjusting entry.

3(q)(v)Reflects the issuance of 18,070 shares of Pinstripes’ equity-classified warrants (exercisable for 18,070 shares of Pinstripes Common Stock) subsequent to October 15, 2023. Refer to Note 3(p)(ii), Additional paid-in capital, for the corresponding pro forma adjusting entry.

3(q)(vi)Reflects the impact of the reversal of Pinstripes’ previously recognized compensation cost on the additional paid-in capital balance, resulting from the forfeiture of 147,742 Pinstripes’ options subsequent to October 15, 2023. See Note 3(p)(iv), Additional paid-in capital, for the corresponding pro forma adjusting entry.

3(q)(vii)Reflects the $9.2 million aggregate payments of nonrecurring transaction costs incurred by Banyan and settled at the Closing of the Business Combination. The transaction costs primarily represent fees incurred by Banyan for financial advisory, legal, and other professional services in connection with the Closing of the Business Combination. These costs are not reflected in the unaudited pro forma condensed combined statement of operations as they represent costs expected to be incurred and recognized by Banyan, not Pinstripes (e.g., the accounting acquirer for financial reporting purposes). Refer to Note 3(a)(vii), Cash and cash equivalents, for the corresponding pro forma adjusting entry.

3(q)(viii)Reflects the $0.2 million aggregate costs incurred by Pinstripes subsequent to October 15, 2023 not related to the Closing of the Business Combination. See Note 3(d)(ii), Accounts payable, for the corresponding pro forma adjusting entry.

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3(q)(ix)Reflects the accretion of interest on Pinstripes Convertible Notes during the period from October 16, 2023 to the Closing of the Business Combination, which were converted to shares of Pinstripes Holdings Class A Common Stock at the Closing of the Business Combination. Refer to Note 3(f)(v), Other current liabilities, for the corresponding pro forma adjusting entry.

3(q)(x)Reflects the $0.3 million accretion of cumulative unpaid dividends on Pinstripes’ Series I Redeemable Convertible Preferred Stock during the period from October 16, 2023 to the Closing of the Business Combination, payable in 13,988 shares of Pinstripes’ Series I Redeemable Convertible Preferred Stock. See Note 3(j)(i), Pinstripes’ Redeemable Convertible Preferred Stock, for the corresponding pro forma adjusting entry.

3(q)(xi)Reflects the accelerated vesting of certain Pinstripes’ options with the historical share-based compensation plan of Pinstripes immediately prior to the Closing of the Business Combination. These Pinstripes’ options fully vested at the Closing of the Business Combination, a qualifying event. Refer to Note 3(p)(viii), Additional paid-in capital, for the corresponding pro forma adjusting entry.

3(q)(xii)Reflects the $0.5 million net increase to the funds held in the Trust Account as of the Closing of the Business Combination. The increase is comprised of interest earned on the funds held in the Trust Account during the period from October 1, 2023 to the Closing of the Business Combination, net of (1) taxes and fees payable thereon and (2) the Sponsor Holders’ $0.1 million deposit to the funds held in the Trust Account. See Note 3(b)(iii), Funds held in the Trust Account, for the corresponding pro forma adjusting entry.

3(q)(xiii)Reflects the $0.5 million remeasurement of Banyan Class A Common Stock to redemption value at the Closing of the Business Combination reflective of the net increase to the funds held in the Trust Account. The increase resulted from the interest earned on the funds held in the Trust Account during the period from October 1, 2023 to the Closing of the Business Combination, net of (1) taxes and fees payable thereon and (2) the Sponsor Holders’ $0.1 million deposit to the funds held in the Trust Account. Refer to Note 3(k)(iii), Banyan Class A Common Stock, for the corresponding pro forma adjusting entry.

3(q)(xiv)Reflects the $23.1 million elimination of Banyan’s historical accumulated deficit as part of the reverse recapitalization at the Closing of the Business Combination. See Note 3(p)(xiv), Additional paid-in capital for the corresponding pro forma adjusting entry.

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Note 4 – Adjustments to the Unaudited Pro Forma Condensed Combined Statement of Operations for the Fiscal Year Ended April 30, 2023

Refer to the items below for a reconciliation of the pro forma adjustments reflected in the unaudited pro forma condensed combined statement of operations for the fiscal year ended April 30, 2023:

4(a)Recognition of share-based payment expense - Reflects the stock compensation expense related to the accelerated vesting of certain Pinstripes’ options pursuant to the terms of the historical share-based compensation plan on Pinstripes. These Pinstripes Option awards fully vested at the Closing of the Business Combination. The accelerated vesting adjustment is considered to be a one-time charge and is not expected to recur.

4(b)Elimination of interest income - Represents the $7.4 million elimination of Banyan’s historical interest income earned on the funds held in the Trust Account, which was dissolved and liquidated at the Closing of the Business Combination.

4(c)Interest expense - Represents the impact of Pinstripes’ financing arrangements and the Closing of the Business Combination on the pro forma combined interest expense for the fiscal year ended April 30, 2023. The table below summarizes the pro forma adjustments as follows:

Description

Note

Amount

(Amounts in thousands)

Elimination of historical interest expense

4(c)(i)

406

Accretion of interest on Pinstripes’ financing arrangements issued subsequent to April 30, 2023

4(c)(ii)

(3,138)

Accretion of interest on the Tranche 1 Loan closed subsequent to April 30, 2023, in connection with the Closing of the Business Combination

4(c)(iii)

(15,262)

Pro Forma Adjustment – Interest expense

(17,994)

__________________

4(c)(i)Reflects the $0.4 million elimination of historical interest expense on Pinstripes Convertible Notes, which were converted to shares of Pinstripes Holdings Class A Common Stock at the Closing of the Business Combination.

4(c)(ii)Represents the recognition of interest expense in the amount of $3.1 million including the amortization of debt issuance costs on Pinstripes’ financing arrangements issued subsequent to April 30, 2023 in Pinstripes Holdings’ unaudited pro form consolidated statement of operations for the twelve months ended April 30, 2023 giving effect to the Business Combination, had the Business Combination occurred on April 25, 2022.

4(c)(iii)Represents the recognition of interest expense in the amount of $15.3 million including the amortization of debt issuance costs on the Tranche 1 Loan closed in connection with the Closing of the Business Combination in Pinstripes Holdings’ unaudited pro form consolidated statement of operations for the twelve months ended April 30, 2023 giving effect to the Business Combination, had the Business Combination occurred on April 25, 2022.

4(d)Elimination of the unrealized loss on funds held in the Trust Account - Represents the elimination of the historical unrealized loss on the funds held in the Trust Account, which was dissolved and liquidated at the Closing of the Business Combination.

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Note 5 – Adjustments to the Unaudited Pro Forma Condensed Combined Statement of Operations for the Twenty-Four Weeks Ended October 15, 2023

Refer to the items below for a reconciliation of the pro forma adjustments reflected in the unaudited pro forma condensed combined statement of operations for the twenty-four weeks ended October 15, 2023:

5(a)Elimination of interest income - Represents the $1.7 million elimination of Banyan’s historical interest income earned on the funds held in the Trust Account, which was dissolved and liquidated at the Closing of the Business Combination.

5(b)Interest expense - Represents the impact of Pinstripes financing arrangements and the Closing of the Business Combination on the pro forma combined interest expense for the twenty-four weeks ended October 15, 2023. The table below summaries the pro forma adjustments as follows:

Description

Note

Amount

(Amounts in thousands)

Elimination of historical interest expense

5(b)(i)

186

Accretion of interest on Pinstripes’ financing arrangements issued subsequent to October 15, 2023

5(b)(ii)

(897)

Accretion of interest on the Tranche 1 Loan closed subsequent to October 15, 2023, in connection with the Closing of the Business Combination

5(b)(iii)

(7,879)

Pro Forma Adjustment – Interest expense

(8,590)

____________________

5(b)(i)Reflect the $0.2 million elimination of historical interest expense on Pinstripes Convertible Notes, which were converted to shares of Pinstripes Holdings Class A Common Stock at the Closing of the Business Combination.

5(b)(ii)Represents the recognition of interest expense in the amount of $0.9 million including the amortization of debt issuance costs on Pinstripes’ financing arrangements issued subsequent to October 15, 2023 in Pinstripes Holdings’ unaudited pro form consolidated statement of operations for the twenty-four weeks ended October 15, 2023 giving effect to the Business Combination, had the Business Combination occurred on April 25, 2022.

5(b)(iii)Represents the recognition of interest expense in the amount of $7.9 million including the amortization of debt issuance costs on the Tranche 1 Loan closed in connection with the Closing of the Business Combination in Pinstripes Holdings’ unaudited pro form consolidated statement of operations for the twenty-four weeks ended October 15, 2023 giving effect to the Business Combination, had the Business Combination occurred on April 25, 2022.

5(c)Elimination of the unrealized loss on funds held in the Trust Account - Represents the approximate $0.1 million elimination of the historical unrealized loss on funds held in the Trust Account, which was dissolved and liquidated at the Closing of the Business Combination.

5(d)Elimination of the cumulative unpaid dividends and change in redemption amount of Pinstripes’ Series I Redeemable Convertible Preferred Stock - Represents the $2.0 million elimination of historical cumulative unpaid dividends and change in redemption amount of Pinstripes’ Series I Redeemable Convertible Preferred Stock, which was converted into shares of Pinstripes Holdings Class A Common Stock at the Closing of the Business Combination.

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Note 6 – Pro Forma Net Loss Per Share

Represents the pro forma net loss per share calculated using the weighted average shares outstanding that resulted from the Business Combination, assuming the shares were outstanding since April 25, 2022, the beginning of the earliest period presented. As the Business Combination is reflected as if it had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issuable relating to the Business Combination had been outstanding for the entire period presented.

Description	Twenty-Four Weeks Ended October 15, 2023		Fiscal Year Ended April 30, 2023
Pro Forma Weighted Average Shares Outstanding – Basic and Diluted
Por forma net loss attributable to stockholders	$	(27,259)	$	(33,319)
Weighted average shares outstanding - basic and diluted	39,918,036		39,918,036
Pro Forma Net Loss Per Share - Basic and Diluted	$	(0.68)	$	(0.83)
Pro Forma Weighted Average Shares Outstanding – Basic and Diluted
Pinstripes Stockholders(1)	33,449,433		33,449,433
Series I Investor(2)	2,721,400		2,721,400
Sponsor Holders(3)	2,646,250		2,646,250
Banyan equityholders(4)	1,050,953		1,050,953
Other(5)	50,000		50,000
Pro Forma Weighted Average Shares Outstanding – Basic and Diluted	39,918,036		39,918,036

__________________

(1)The number of shares held by the Pinstripes Stockholders is comprised of (i) the 6,363,628 then-issued and outstanding shares of Pinstripes Common Stock that were automatically cancelled and converted into 11,763,851 shares of Pinstripes Holdings Class A Common Stock, based on the Exchange Ratio of approximately 1.85 shares of Pinstripes Holdings Class A Common Stock for each share of Pinstripes Common Stock, at the Closing of the Business Combination; (ii) the 924,304 then-issued and outstanding shares of Pinstripes Common Stock (that resulted from the automatic conversion of Pinstripes Convertible Notes immediately prior to the Closing of the Business Combination) that were automatically cancelled and converted into 924,304 shares of Pinstripes Holdings Class A Common Stock, based on the Exchange Ratio of approximately 1.85 shares of Pinstripes Holdings Class A Common Stock for each share of Pinstripes Common Stock or common stock equivalent, at the Closing of the Business Combination; (iii) the 354,436 of the then-issued and outstanding shares of Pinstripes Common Stock (that resulted from the automatic conversion of Pinstripes’ warrants immediately prior to the Closing of the Business Combination) that were automatically cancelled and converted into 655,213 shares of Pinstripes Holdings Class A Common Stock, based on the Exchange Ratio of approximately 1.85 shares of Pinstripes Holdings Class A Common Stock for each share of Pinstripes Common Stock or common stock equivalent, at the Closing of the Business Combination; (iv) the 10,203,945 then-issued and outstanding shares of Pinstripes Common Stock (that resulted from the automatic conversion of the Pinstripes’ Redeemable Convertible Preferred Stock, excluding Pinstripes’ Series I Redeemable Convertible Preferred Stock and the cumulative unpaid dividends accrued thereon, immediately prior to the Closing of the Business Combination) that were automatically cancelled and converted into 18,863,090 shares of Pinstripes Holdings Class A Common Stock, based on the Exchange Ratio of approximately 1.85 shares of Pinstripes Holdings Class A Common Stock for each share of Pinstripes Common Stock or common stock equivalent; and (v) the 1,242,975 shares of Pinstripes Holdings Class A Common Stock (that resulted from the Sponsor Holders forfeiting 1,242,975 shares of the then-issued and outstanding Banyan Class A Common Stock which were re-issued as 1,242,975 shares of Pinstripes Holdings Class A Common Stock) issued to the Pinstripes Stockholders at the Closing of the Business Combination.

The number of shares held by the Pinstripes Stockholders does not include (i) the 2,500,000 shares of Pinstripes Holdings Series B-1 Common Stock that are subject to certain subject to certain vesting conditions pursuant to the Charter of Pinstripes Holdings; (ii) the 2,500,000 shares of Pinstripes Holdings Series B-2 Common Stock held by the Pinstripes Stockholders that are subject to certain vesting conditions pursuant to the Charter of Pinstripes Holdings; or (iii) the 4,000,000 shares of Pinstripes Holdings Series B-3 Common Stock held by the Pinstripes Stockholders that are subject to certain vesting conditions pursuant to the Charter of Pinstripes Holdings.

For the avoidance of doubt, the Series I Investors are not, and do not constitute, Pinstripes Stockholders as referenced herein.

(2)Represents (i) the 850,648 then-issued and outstanding shares of Pinstripes Common Stock (that resulted from the automatic conversion of Pinstripes’ Series I Redeemable Convertible Preferred Stock immediately prior to the Closing of the Business Combination) that were automatically cancelled and exchanged into 2,126,620 shares of Pinstripes Holdings Class A Common Stock, based on the Series I Exchange Ratio of approximately 2.5 shares of Pinstripes Holdings Class A Common Stock for each share of Pinstripes Common Stock or common stock equivalent, at the Closing of the Business Combination; (ii) the 35,102 then-issued and outstanding shares of Pinstripes Common Stock (that resulted from the automatic conversion of the cumulative unpaid dividends on Pinstripes’ Series I Redeemable Convertible Preferred Stock immediately prior to the Closing of the Business Combination) that were automatically cancelled and exchanged into 87,755 shares of Pinstripes Holdings Class A Common Stock, based on the Series I Exchange Ratio of approximately 2.5

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shares of Pinstripes Holdings Class A Common Stock for each share of Pinstripes Common Stock or common stock equivalent, at the Closing of the Business Combination; and (iii) the 507,025 shares of Pinstripes Holdings Class A Common Stock (that resulted from the Sponsor Holders forfeiting 507,025 shares of the then-issued and outstanding Banyan Class A Common Stock, which were re-issued as 507,025 shares of Pinstripes Holdings Class A Common Stock) issued to the Series I Investors at the Closing of the Business Combination.

The potentially dilutive shares presented in the table below have been excluded from the calculation of net loss per share as the effect of inclusion would be anti-dilutive. The number of potentially dilutive shares is based on the maximum number of shares issuable upon exercise or conversion of the related securities as of the period end. Such amounts have not been adjusted for the treasury stock method or weighted average shares outstanding calculations as would have been required if the securities were dilutive.

Potentially Dilutive Shares						Shares
Pinstripes Holdings Warrants (exercisable for an equal amount of shares of Pinstripes Holdings Class A Common Stock)(1)						26,485,000
Pinstripes Holdings Options						5,033,006
Unvested shares of Pinstripes Holdings Series B-1 Common Stock –Earnout Shares(2)						2,500,000
Unvested shares of Pinstripes Holdings Series B-2 Common Stock –Earnout Shares(2)						2,500,000
Unvested shares of Pinstripes Holdings Series B-3 Common Stock –EBITDA Earnout Shares(3)						4,000,000
Unvested shares of Pinstripes Holdings Series B-1 Common Stock – Sponsor Earnout Shares(4)						915,000
Unvested shares of Pinstripes Holdings Series B-2 Common Stock – Sponsor Earnout Shares(4)						915,000
Pro Forma Common Stock Equivalents						42,348,006

__________________

(1)The number of Pinstripes Holdings Warrants (exercisable for an equal amount of shares of Pinstripes Holdings Class A Common Stock) gives effect to (1) the conversion of the historical 12,075,000 Banyan Public Warrants into 12,750,000 Pinstripes Holdings Warrants (exercisable for an equal amount of shares of Pinstripes Holdings Class A Common Stock); (2) the conversion of the historical 11,910,000 Banyan Private Placement Warrants into 11,910,000 Pinstripes Holdings Warrants (exercisable for an equal amount of shares of Pinstripes Holdings Class A Common Stock); and (3) the grant of 2,500,000 Pinstripes Holdings Warrants (exercisable for an equal amount of shares of Pinstripes Holdings Class A Common Stock) issued simultaneously with, and in contemplation of, the Tranche 1 Loan at the Closing of the Business Combination. Each whole Pinstripes Holdings Warrant entitles the holder thereof to purchase one (1) share of Pinstripes Holdings Class A Common Stock.

(2)Pursuant to the provisions of the Charter of Pinstripes Holdings, an aggregate of 5,000,000 shares (comprised of 2,500,000 shares of Pinstripes Holdings Series B-1 Common Stock and 2,500,000 shares of Pinstripes Holdings Series B-2 Common Stock) held by the Pinstripes Stockholders are subject to certain vesting conditions. For the avoidance of doubt, the Series I Investors are not, and do not constitute, Pinstripes Stockholders as referenced herein.

(3)Pursuant to the provisions of the Charter of Pinstripes Holdings, 4,000,000 shares of Pinstripes Holdings Series B-3 Common Stock held by the Pinstripes Stockholders are subject to certain vesting conditions. For the avoidance of doubt, the Series I Investors are not, and do not constitute Pinstripes Stockholders as referenced herein.

(4)Pursuant to the provisions of the Charter of Pinstripes Holdings, an aggregate of 1,830,000 shares of common stock (comprised of 915,000 shares of Pinstripes Holdings Series B-1 Common Stock and 915,000 shares of Pinstripes Holdings Series B-2 Common Stock) held by the Sponsor Holders are subject to certain vesting conditions.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless the context otherwise requires, any reference in this section to the “Company,” “we,” “us,” “our,” or “Pinstripes” refers to Pinstripes, Inc. and its consolidated subsidiaries prior to the consummation of the Business Combination and to Pinstripes Holdings, Inc. and its consolidated subsidiaries after the consummation of the Business Combination. You should read the following discussion and analysis of our financial condition and results of operations together with our condensed consolidated financial statements and the related notes and other financial information included elsewhere in this ~~prospectus~~filing. Some of the information contained in this discussion and analysis or set forth elsewhere in this ~~prospectus~~filing including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” sections in this ~~prospectus~~filing for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

We have a 52- or 53- week fiscal year ending on the last Sunday of April. All references to fiscal ~~2023,~~2025 ~~fiscal 2022~~ and fiscal ~~2021~~2024 reflect the results of the 5352-week fiscal year ended April 27, 302025 and April 28, ~~2023~~2024, ~~the~~respectively. ~~52-week~~The ~~fiscal~~first ~~year~~and ~~ended~~second ~~April~~quarters ~~24,~~of ~~2022,~~fiscal ~~and~~2025 reflect the ~~52-week~~results ~~fiscal~~of ~~year~~the ~~ended~~twelve ~~April~~weeks 25ended July 21, ~~2021~~2024 ~~respectively~~and October 13, 2024. Our first three fiscal quarters are comprised of 12twelve weeks each, and the fourth fiscal quarter 16contains sixteen weeks, except for fiscal years consisting of 53 weeks for which the fourth fiscal quarter will consist of 17seventeen weeks, and end on the ~~12th~~twelfth Sunday of each quarter (~~16th~~sixteenth Sunday of the fourth fiscal quarter, and, when applicable, the ~~17th~~seventeenth Sunday of the fourth fiscal quarter).

Overview

Pinstripes is an experiential dining and entertainment concept combining exceptional Italian-American cuisine with bowling, bocce, and private events. Our large-format community venues offer a winning combination of sophisticated fun for the consumer longing for human connectedness across generations, and we deliver a broad range of experiences, from a 300-person wedding in one of our many event spaces, to an intimate date night for two in one of our dining rooms, to a birthday party on our bowling lanes or bocce courts. This ability to offer curated and engaging experiences across a broad range of occasions enables us to generate revenue from numerous sources, including dining, bowling, ~~and~~ bocce, ~~and~~ private events and off-site events and catering.

As of ~~January~~October 513, 2024, we ~~owned~~had ~~and~~17 ~~operated 15~~ restaurants in ~~nine~~ten states and Washington D.C., and employed approximately 21,~~000~~700 employees (who we refer to as “PinMembers”). Subsequent to the end of the second quarter, we opened our 18th location in Walnut Creek, CA on November 15, 2024. We are highly disciplined in our site selection process, and we design and construct large-format locations that are each 26,000 to 38,000 square feet of interior space, plus additional outdoor patio space that includes outdoor dining, bocce courts, fire- pits and decorative fountains. Each location can host over 900 guests at a time, with dining capacity of approximately 300 guests, bar capacity of 75 guests, 11 to 20 bowling lanes, 6 to 12 indoor/outdoor bocce courts and multiple private event spaces that can accommodate groups of 20 to 1,000 guests. Our locations generated average unit volumes (“AUV”), as further defined below, of $8.6 million for the fiscal year ended April 3028, ~~2023~~2024, demonstrating the scale of our operating model and ability to tailor our space in bespoke ways. Our overall revenue growth over the past few years has primarily been driven by increases in same store sales and is expected ~~in the future~~ to be primarily driven by revenues from new location openings and increases in same store sales in the future.

Factors Affecting Our Business

Expanding Footprint

We have developed a disciplined new venue growth strategy in both new and existing markets, and target certain initial sales, profitability and payback period goals for each new venue opening. We employ a sophisticated, data-based site selection strategy that is highly collaborative with our real estate development partners and network of brokers around the country and focuses on markets with high income and education levels, population density and strong co-tenants. We expect to benefit from a powerful density effect as we continue to open new venues in existing markets, which increases market awareness and generates staffing synergies.

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Macroeconomic Conditions

Consumer spending on food and entertainment outside the home fluctuates with macroeconomic conditions. Consumers tend to allocate higher spending to food outside the home when macroeconomic conditions are stronger, and rationalize spending on food outside the home during weaker economies. While we have been able to partially offset inflation and other increases, such as wage increases, in the costs of core operating resources by gradually increasing menu prices, coupled with more efficient purchasing practices, productivity improvements, and greater economies of scale, there can be no assurance that we will be able to continue to do so in the future. In particular, macroeconomic conditions could make additional menu price increases imprudent. There can be no assurance that future cost increases can be offset by increased menu prices or that increased menu prices will be fully absorbed by our customers without any resulting change to their visit frequencies or purchasing patterns.

Fiscal Calendar and Seasonality

We operate on a 52-week or 53-week fiscal year that ends on the last Sunday ofin April. In a 52-week fiscal year, the first, second and third fiscal quarters each contain twelve weeks and the fourth fiscal quarter contains sixteen weeks. In a 53-week fiscal year, the first, second and third fiscal quarters each contain twelve weeks and the fourth fiscal quarter contains seventeen weeks.

Our revenues are influenced by seasonal shifts in consumer spending. Typically, our average sales per location are highest during the holiday season (specifically the period from the last week of November to the second week of January) and summer, and lowest in the winter and the fall (other than during the holiday season). This seasonality is due to increases in spending and private events during the holiday season, ~~following~~followed by continued increased activity as the weather improves in the spring and summer. The fall and winter are our lowest sales seasons due to the fact that the weather is typically deteriorating and children are returning to school. However, throughout fiscal 2021, a variety of factors, including the impacts of COVID-19 on our business, government actions taken to respond to COVID-19 and to stimulate the United States’ recovery from COVID-19, and changing consumer preferences caused fluctuations in our sales volumes that were different than our typical seasonality. Additionally, holidays, changes in the economy, severe weather and similar conditions may impact sales volumes seasonally in some operating regions.

As a result of these factors and the differences among our fiscal quarters, our quarterly operating results and comparable restaurant sales, as well as our key performance measures, may fluctuate significantly from quarter to quarter and our results for any one quarter are not indicative of any other quarter.

The COVID-19 Pandemic and Other Impacts to our Operating Environment

For much of our fiscal year ended April 25, 2021, the COVID-19 pandemic resulted in a significant reduction in guest traffic due to changes in consumer behavior as public health officials encouraged social distancing and required personal protective equipment. Also, state and local governments mandated restrictions including suspension of dine-in operations, reduced restaurant seating capacity, table spacing requirements, bar closures and additional physical barriers. Once COVID-19 vaccines were approved and moved into wider distribution in the United States in early 2021, public health conditions improved and almost all of the COVID-19 restrictions on businesses eased.

During our fiscal year ended April 24, 2022, increases in the number of cases of COVID-19 throughout the United States including those as a result of the Omicron variant which significantly impacted our locations in January 2022, subjected some of our locations to other COVID-19-related restrictions such as mask and/or vaccine requirements for team members, guests or both. Exclusions and quarantines of PinMembers or groups thereof disrupt an individual location’s operations and often come with little or no notice to the local management. During fiscal 2022, fiscal 2023 and the first twenty-four weeks of fiscal 2024 along with COVID-19, our operating results were impacted by geopolitical and other macroeconomic events, leading to higher than usual inflation of wages and other cost of goods sold. These events also impacted the availability of PinMembers needed to staff our locations and caused additional disruptions in our product supply chain. The market for qualified talent is competitive and we must provide increasingly attractive wages, benefits, and workplace conditions to retain qualified PinMembers, particularly with respect to managerial positions where the pool of qualified candidates can be small. Increases in

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wage and benefits costs, including as a result of increases in minimum wages, including sub minimum wages applicable to tipped positions, and other governmental regulations affecting labor costs, have significantly increased our labor costs and operating expenses and have made it more difficult to fully staff our restaurants.

The Company continues to monitor and address impacts of the COVID-19 pandemic, including any related governmental actions. Although we believe our operating results will continue to improve as we expand our footprint and continue to implement operating efficiencies, we may incur future expenses related to wage inflation, staffing challenges, product cost inflation and disruptions in the supply chain.

The Business Combination

Pinstripes, Banyan, and Panther Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Banyan (“Merger Sub”), entered into the Second Amended and Restated Business Combination Agreement on November 22, 2023. Upon consummation of the transactions contemplated by the Business Combination Agreement (the “BCA or “Business Combination”), on December 29, 2023, Pinstripes merged with and into Merger Sub, with Pinstripes surviving the merger as a wholly owned subsidiary of Banyan. In connection with the ~~Closing~~closing of the Business Combination, Banyan was renamed “Pinstripes Holdings, Inc.” ~~References below to “Pinstripes Holdings” denote the post-Business Combination entity that was formerly Banyan.~~

~~The~~In ~~Business~~connection ~~Combination is accounted for as a reverse recapitalization in accordance~~ with ~~GAAP.~~Banyan’s ~~Under~~initial ~~this~~public ~~method of accounting~~offering, Banyan isissued ~~treated~~(i) as12,075,000 ~~the~~Public ~~acquired~~Warrant ~~company~~sand ~~and~~11,910,000 ~~Pinstripes~~Private isWarrants. ~~treated~~On asDecember ~~the acquirer for financial reporting purposes. Accordingly~~29, ~~for accounting purposes~~2023, ~~the~~in ~~financial~~connection ~~statements of Pinstripes Holdings represent a continuation of the financial statements of Pinstripes,~~ with the Business Combination, ~~treated as the equivalent of~~ Pinstripes ~~issuing~~effectively ~~stock~~issued ~~for~~an ~~the~~aggregate ~~historical net assets~~ of ~~Banyan~~23,985,000 ~~accompanied~~warrants byto apurchase ~~recapitalization.~~an ~~The~~equal ~~net~~number ~~assets~~ of ~~Banyan~~shares ~~will~~of beClass ~~stated~~A atCommon ~~fair value~~Stock, ~~which~~representing isthe ~~expected~~12,075,000 toPublic ~~approximate~~Warrants ~~historical~~and ~~cost~~11,910,000 ~~with~~Private noWarrants. ~~goodwill~~The orPublic ~~other~~Warrants ~~intangible~~and ~~assets~~Private ~~recorded.~~Warrants ~~Operations~~remained ~~prior~~unexercised toand ~~the~~were ~~Business~~issued ~~Combination~~and ~~are~~outstanding ~~those~~as of ~~Pinstripes~~October 13, 2024.

AsThe Business Combination is accounted for as a ~~consequence~~reverse ofrecapitalization in accordance with GAAP (the ~~Business~~“Reverse ~~Combination,~~Recapitalization”). ~~Pinstripes~~Under this method of accounting, ~~became~~Banyan ais ~~subsidiary~~treated ofas anthe ~~SEC-~~acquired ~~registered~~company and ~~NYSE-listed~~Pinstripes ~~company,~~is ~~which~~treated ~~will~~as ~~require~~the usacquirer tofor ~~hire~~financial ~~additional~~reporting ~~personnel~~purposes. ~~and~~Accordingly, ~~implement~~for ~~procedures~~accounting ~~and~~purposes, ~~processes~~the tofinancial ~~address~~statements ~~public~~of ~~company~~Pinstripes ~~regulatory~~Holdings, ~~requirements~~Inc. Werepresent ~~expect~~a tocontinuation ~~incur~~of ~~additional~~the ~~annual~~financial ~~expenses~~statements of Pinstripes, Inc., with the Business Combination treated as athe ~~public~~equivalent ~~company~~of Pinstripes issuing stock for, ~~among~~the ~~other~~historical ~~things~~net assets of Banyan, ~~directors’~~accompanied ~~and~~by ~~officers’~~a ~~liability~~recapitalization. ~~insurance,~~The ~~director~~net ~~fees~~assets ~~and~~of ~~additional~~Banyan ~~internal~~were ~~and~~stated ~~external~~at ~~accounting~~fair ~~and~~value, ~~legal~~which ~~and~~approximated ~~administrative~~historical ~~resources~~cost, ~~including~~with ~~increased~~no ~~audit~~goodwill ~~and~~or ~~legal~~other ~~fees~~intangible assets recorded. Operations prior to the Business Combination are those of Pinstripes.

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As a consequence of the Business Combination, Pinstripes, Inc. became a subsidiary of a SEC- registered and NYSE-listed company, which will require us to hire additional personnel and implement procedures and processes to address public company regulatory requirements. We expect to incur additional annual expenses as a public company for, among other things, directors’ and officers’ liability insurance, director fees and additional internal and external accounting and legal and administrative resources, including increased audit, consulting and legal fees.

Key Performance Metrics

We track the following key business metrics to evaluate our performance, identify trends, formulate financial projections, and make strategic decisions. We believe that these key business metrics provide useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management team. These key business metrics are presented for supplemental informational purposes only, and may be different from similarly titled metrics or measures presented by other companies.

Selected Metrics:

Average Unit Volumes (AUV)

Fiscal Year Ended

(dollar amounts in millions)

April 3028,~~2023~~2024

April 2430,~~2022~~2023

~~April 25,2021~~

Total Locations

AUV

~~8.6~~$

8.6

~~5.9~~$

8.6

~~1.9~~

Average unit volume (“AUV”) is the total revenue generated by operating Pinstripes locations for the entire fiscal year, divided by the number of operating Pinstripes locations open for the entire fiscal year. This measurement allows us to assess, and our investors to understand, changes in guest spending patterns of our restaurants and the overall performance of our existing locations. An increase or decrease in AUV is the result of changes in guest traffic and average guest ~~check~~checks. We gather daily sales data and regularly analyze the restaurant traffic counts and the mix of menu items sold to aid in developing menu pricing, product offerings and promotional strategies designed to produce sustainable AUV. When opening locations in new markets, we typically generate significant revenues in the first year of operation as a result of guests wanting to experience a new concept open in the market, and typically continue to generate significant revenues in the second year and years thereafter as our overall brand awareness increases in the surrounding areas, coupled with an increase in many types of private events that are booked months, or years, in advance (i.e., weddings, bar mitzvahs, graduation parties, and others).

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first year of operation as a result of guests wanting to experience a new concept open in the market, and typically continue to generate significant revenues in the second year and years thereafter as our overall brand awareness increases in the surrounding areas, coupled with an increase in many types of private events that are booked months, or years, in advance (i.e., weddings, bar mitzvahs, graduation parties, and others).

Store Labor and Benefits Percentage

	Twenty-Four Weeks Ended
	Twelve Weeks Ended
(dollar amounts in thousands)	October 1513,~~2023~~2024			October 915,~~2022~~2023			PercentageChange
Store labor and benefits	$	1810,~~634~~308		$	189,~~066~~337		310.04	%
As a percentage of total revenue	3738.09		%	3637.9		%

	Fiscal Year Ended
(dollar amounts in thousands)	April 30, 2023			April 24, 2022			Percentage Change
Store labor and benefits	$	40,415		$	24,145		67.4	%
As a percentage of total revenue	36.3		%	31.3		%

	12 Weeks Ended
(dollar amounts in thousands)	July 23, 2023			July 17, 2022			Percentage Change
Store labor and benefits	$	9,297		$	9,015		3.1	%
As a percentage of total revenue	36.1		%	36.1		%

Store Labor and Benefits Percentage is store labor and benefits costs measured under GAAP divided by total revenue.

Same Store Sales Growth

	Twenty-Four Weeks Ended
	Twelve Weeks Ended
	October 15,2023		October 9,2022
	October 13,2024		October 15,2023
Same Store Sales Growth	2(9.54)	%	451.29	%
Store Base	13		13

Fiscal Year Ended

April 30, 2023

April 24, 2022

April 25, 2021

Same Store Sales Growth

44.3

N/A

Store Base

N/A

Same store sales growth refers to the change in year-over-year sales for the comparable store base. We include stores in the comparable store base that have been in operation for at least 12 full months prior to the accounting period presented. The COVID-19 pandemic impacted our store operations in fiscal year 2021 and resulted in stores being closed or capacity severely limited during our fiscal year 2021. Therefore, our stores were not comparable until the first quarter of fiscal year 2023, and therefore comparable same store sales growth can only be measured for periods beginning with the first quarter of fiscal year 2023.

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	Twenty-Four Weeks Ended
	October 13, 2024		October 15, 2023
Same Store Sales Growth	(5.8)	%	2.5	%
Store Base	13		13

Since opening new stores will be a significant component of our sales growth, comparable restaurant sales growth is only one measure of how we evaluate our performance.

Number of Store Openings

The number of store openings reflects the number of stores opened during a particular reporting period. Before we open new stores, we incur pre-opening expenses. The number and timing of store openings has had, and is expected to continue to have, an impact on our results of operations. ~~For~~During ~~both~~ the twelve and twenty-four weeks ended October 1513, ~~2023~~2024, wethere ~~had~~were ~~one~~no ~~new~~ store ~~opening~~openings.

Components of Results of Operations

Revenue

We recognize food and beverage revenue, net of discounts and incentives, when payment is tendered at the point of sale as the performance obligation has been satisfied. Food and beverage ~~revenues~~revenue ~~include~~includes the sale of food and beverage products. Recreation revenue includes bowling and bocce sales. Revenues are recognized net of discounts and taxes. Event deposits received from guests are deferred and recognized as revenue when the event is held. Events sales consisting of charges for bowling or bocce play are recognized as “recreation revenue,” while all other event sales are recognized as “food and beverage revenue.”

We sell gift cards, which do not have expiration dates and do not deduct non-usage fees from outstanding gift card balances. We record gift card sales as a liability and ~~recognized~~recognize as revenue upon redemption by the customer. For unredeemed gift cards that we expect to be entitled to breakage and for which there is no legal obligation to remit the unredeemed gift card balances to the relevant jurisdictions, we recognize expected breakage as revenue in proportion to the pattern of redemption by the customers. The determination of the gift card breakage is based on our specific historical redemption patterns.

Revenues are reported net of sales tax collected from customers. Sales tax collected is included in other accrued liabilities on the ~~Consolidated~~condensed ~~Balance~~consolidated ~~Sheets~~balance sheets until the taxes are remitted to the appropriate taxing authorities.

Restaurant Operating Costs

Cost of food and beverage

The components of food and beverage costs are variable in nature, increase as sales volumes increase and are influenced by sales mix, commodity costs, and inflation.

Store labor and benefits

Store labor and benefits consists of all restaurant-level management and hourly labor costs including salaries, wages, benefits, bonuses, and payroll taxes. Corporate-level employees are otherwise classified within general and administrative expenses on the unaudited condensed consolidated statements of operations.

Factors that influence labor costs include minimum wage and payroll tax legislation, health care costs, and ~~size~~sizes and ~~location~~locations of our stores.

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Store occupancy costs, excluding depreciation

Store occupancy costs, excluding depreciation, consists of rent expense, common area maintenance costs, real estate taxes, and utilities.

Other store operating expenses, excluding depreciation

Other store operating expenses include other operating expenses incidental to operating our locations, such as third-party delivery fees, non-perishable supplies, repairs and maintenance, credit card fees and property insurance.

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Operating Expenses

General and administrative expenses

General and administrative expenses consist primarily of operations, finance, advertising, legal, human resources, administrative personnel, and other personnel costs that support development and operations, as well as stock-based compensation expense.

Depreciation expense

Depreciation expense includes the depreciation of fixed assets, including leasehold improvements and equipment.

Impairment loss

Long-lived assets, such as property and equipment, and operating lease right-of-use assets are reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment loss is recognized for the amount by which the carrying amount of the asset group exceeds the fair value of the asset group. See Note 2, Significant Accounting Policies, to our audited consolidated financial statements included in the definitive proxy statement/consent solicitation statement/prospectus and the notes to our unaudited financials filed as an exhibit to the Current Report on Form 8-K for further information.

Pre-opening expenses

Pre-opening costs include costs associated with the opening and organizing of new stores, including the cost of pre-opening rent, training, relocation, recruiting and travel costs for team members engaged in such pre-opening activities. All pre-opening costs are expensed as incurred.

Interest expense

Interest expense includes mainly the interest incurred on our outstanding indebtedness, as well as amortization of deferred financing costs, mainly debt origination and commitment fees.

~~Other~~Gain ~~expenses~~on change in fair value of warrant liabilities and other

~~Other~~Changes ~~expenses~~in ~~have~~the fair value of our outstanding warrant liabilities and the Oaktree Tranche 2 Written Option are recognized on the unaudited condensed consolidated statements of operations. Decreases or increases on the warrant liabilities and Oaktree Tranche 2 Written Option are based on changes to ~~date~~our ~~been~~fair ~~immaterial~~market valuation.

~~Gain~~Other ~~on debt extinguishment~~expense

~~Gain~~Expenses onincurred ~~debt~~that ~~extinguishment~~are ~~includes~~not ~~forgiveness~~directly ofrelated ~~Paycheck~~to ~~Protection~~operations ~~Program~~and ~~Loans~~historically ~~(“PPP~~have ~~Loans”)~~not been material.

~~Gain~~Income ontax ~~change~~expense ~~in fair value of warrant liability~~(benefit)

~~Changes~~Our inincome ~~the~~tax ~~fair~~expense ~~value~~(benefit) ofconsists ~~our~~primarily ~~outstanding warrant liabilities are recognized in the statement~~ of ~~operations.~~federal ~~Decreases~~and orstate ~~increases~~income ontaxes ~~the~~and ~~liability~~has ~~are~~historically ~~based~~not ~~changes~~been ~~to our fair market valuation~~material.

Income tax expense

Our income tax expense consists primarily of federal and state income taxes and has historically not been material.

Results of Operations

We operate in one operating and reportable segment.

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Comparison of ~~twenty-four~~twelve weeks ended October 1513, ~~2023~~2024 (“second quarter of fiscal 2025”) and ~~twenty-four~~twelve weeks ended October 9 15, ~~2022~~2023 (“second quarter of fiscal 2024”)

The following table summarizes our results of operations:

	Twenty-Four Weeks Ended				DollarChange		PercentageChange
	Twelve Weeks Ended				DollarChange		PercentageChange
(dollar amounts in thousands)	October 1513,~~2023~~2024		October 915,~~2022~~2023
Food and beverage revenues	$	3921,~~952~~108	$	3919,~~398~~435	$	~~554~~1,673	18.46	%
Recreation revenues	105,~~412~~374		95,~~527~~188		~~885~~186		83.56	%
Total revenue	5026,~~364~~482		4824,~~925~~623		1,~~439~~859		27.95	%
Cost of food and beverage	84,~~715~~638		84,~~627~~278		88360		18.04	%
Store labor and benefits	1810,~~634~~308		189,~~066~~337		~~568~~971		310.04	%
Store occupancy costs, excluding depreciation	54,~~590~~932		84,~~246~~583		~~(2,656)~~349		~~(32~~7.2)6	%
Other store operating expenses, excluding depreciation	95,~~556~~283		85,~~178~~134		~~1,378~~149		142.49	%
General and administrative expenses	75,~~302~~080		73,~~311~~774		~~(9)~~1,306		(034.1)6	%
Depreciation expense	32,~~341~~547		31,~~714~~697		~~(373)~~850		~~(11~~50.2)1	%
Pre-opening expenses	51,~~304~~568		~~985~~3,026		4(1,~~319~~458)		81(48.42)	%
Operating loss	(87,~~078~~874)		(67,~~202~~206)		(~~1,876~~668)		~~(30~~9.2)3	%
Interest expense	(3,601)		(457)		(3,144)		(87.3)	%
Interest expense, net	(4,898)		(1,908)		(2,990)		156.7	%
Gain on change in fair value of warrant liability	1,350		—		1,350		100.0	%
Gain on change in fair value of warrant liabilities and other	3,573		1,759		1,814		103.1	%
Gain (loss) on debt extinguishment	—		8,448		(8,448)		(100.0)	%
Other expense	(48)		—		(48)		100.0	%
Income (loss) before income taxes	(10,329)		1,789		(12,118)		(677.4)	%
Loss before income taxes	(9,247)		(7,355)		(1,892)		25.7	%
Income tax expense	—		144		(144)		(100.0)	%
Income tax expense (benefit)	63		(72)		135		(187.5)	%
Net loss	$	(9,310)	$	(7,283)	$	(2,027)	27.8	%

	Twenty-Four Weeks Ended				DollarChange		PercentageChange
(dollar amounts in thousands)	October 15,2023		October 9,2022
Net income (loss)	$	(10,329)	$	1,645	$	(11,974)	(727.9)	%

Revenue

The increase in revenue for the ~~twenty-four~~second ~~weeks~~quarter ~~ended~~of ~~October~~fiscal ~~15,~~2025 ~~2023~~ compared to the ~~twenty-four~~second ~~weeks~~quarter ~~ended~~of ~~October~~fiscal 9,2024 ~~2022~~ was primarily due to ~~price~~having ~~increases~~four innew ~~menu~~stores ~~items~~open ~~and~~in ~~events,~~the ~~contributing~~second ~~89%~~quarter of ~~the~~fiscal ~~increase~~2025 infor ~~revenue in~~ the ~~twenty-four~~full ~~weeks~~period ~~ended October 15, 2023~~ compared to the ~~twenty-four~~second ~~weeks~~quarter ~~ended~~of ~~October~~fiscal 92024, ~~2022.~~partially Inoffset ~~addition,~~by ~~revenue~~modest ~~also~~decreases ~~benefited~~in ~~one~~volume ~~new~~at ~~location~~our ~~being~~13 ~~open~~legacy ~~for a portion of the twenty-four weeks ended October 15, 2023 compared to the twenty-four weeks ended October 9, 2022~~locations.

Restaurant Operating Costs

Cost of food and beverage

	Twenty-Four Weeks Ended
	Twelve Weeks Ended
(dollar amounts in thousands)	October 1513,~~2023~~2024			October 915,~~2022~~2023			PercentageChange
Cost of food and beverage	$	84,~~715~~638		$	84,~~627~~278		18.04	%
As a percentage of total revenue	17.35		%	17.64		%

The increase in food and beverage costs for the ~~twenty-four~~second ~~weeks~~quarter ~~ended~~of ~~October~~fiscal ~~15,~~2025 ~~2023~~ compared to the ~~twenty-four~~second ~~weeks~~quarter ~~ended~~of ~~October~~fiscal 9,2024 ~~2022~~ was ~~entirely~~ due to an increase in food and beverage sales ~~which was partially offset by reduced food and beverage costs of approximately $33,309~~.~~66 as efficiency efforts began in fiscal 2024.~~

77As a percentage of revenue, the food and beverage costs for the second quarter of fiscal 2025 compared to the second quarter of fiscal 2024 were relatively flat as cost efficiencies offset changes in product mix.

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As a percentage of revenue, the decrease in food and beverage costs for the twenty-four weeks ended October 15, 2023 compared to the twenty-four weeks ended October 9, 2022 was primarily due to efficiencies resulting from (i) an increase in event sales, which generally result in higher margins due to a favorable pricing model, scale and simplicity of menus, and (ii) the use of a higher percentage of lower-cost spirit sales versus beer and wine.

Store labor and benefits

	Twenty-Four Weeks Ended
	Twelve Weeks Ended
(dollar amounts in thousands)	October 1513,~~2023~~2024			October 915,~~2022~~2023			PercentageChange
Store labor and benefits	$	1810,~~634~~308		$	189,~~066~~337		310.04	%
As a percentage of total revenue	3738.09		%	3637.9		%

The increase in store labor and benefits expenses for the ~~twenty-four~~second ~~weeks~~quarter ~~ended~~of ~~October~~fiscal ~~15,~~2025 ~~2023~~ compared to the ~~twenty-four~~second ~~weeks~~quarter ~~ended~~of ~~October~~fiscal 9,2024 ~~2022~~ was primarily due to anthe ~~increased~~addition ~~number~~ of ~~event~~four ~~sales~~new ~~employees~~stores inopen ~~connection~~for ~~with~~ the ~~growth~~entire ofsecond ~~our~~quarter ~~private~~of ~~events~~fiscal ~~operations~~2025 ~~and~~that ~~one~~contributed ~~new~~to ~~location~~higher ~~open~~store inlabor aand ~~portion~~benefits ofcosts. Excluding the ~~twenty-four~~addition ~~weeks~~of ~~ended~~four ~~October~~new 15stores, ~~2023~~store labor and benefits costs were down 30 basis points.

As a percentage of revenue, store labor and benefits for the twenty-four weeks ended October 15, 2023 compared to the twenty-four weeks ended October 9, 2022 remained consistent resulting from an increase in event sales, which generally result in more predictable and favorable labor costs offset by modest increases in wages and other labor related costs.

Store occupancy costs, excluding depreciation

Twenty-Four Weeks Ended

Twelve Weeks Ended

(dollar amounts in thousands)

October 1513,~~2023~~2024

October 915,~~2022~~2023

PercentageChange

Store occupancy costs, excluding depreciation

54,~~590~~932

84,~~246~~583

~~(32~~7.2)6

As a percentage of total revenue

1118.16

1618.96

The ~~decrease~~increase in store occupancy costs, excluding depreciation, ~~for~~including ~~the~~as ~~twenty-four~~a ~~weeks~~percentage ~~ended~~of ~~October 15~~revenue, ~~2023~~for ~~compared to~~ the ~~twenty-four~~second ~~weeks~~quarter ~~ended~~of ~~October~~fiscal 9,2025 ~~2022~~compared ~~was primarily due~~ to the ~~impact~~second ofquarter ~~the amendment~~ of ~~our~~fiscal ~~lease agreement entered in June 2023 for our Georgetown location~~2024, ~~resulting~~was inprimarily adue ~~reduction~~to offour ~~occupancy~~new ~~cost in the period of $3,281,265, offset in part by modest increases in common area maintenance charges at various~~ locations ~~due~~open tofor ~~normal~~the ~~increases~~entire insecond ~~operating~~quarter ~~costs~~of ~~passed~~fiscal on2025 bycompared ~~various landlords pursuant~~ to ~~our~~the ~~leases,~~second asquarter ~~well~~of asfiscal ~~modest increases in real estate taxes for similar locations~~2024.

As a percentage of revenue, the decrease in store occupancy costs, excluding depreciation for the twenty-four weeks ended October 15, 2023 compared to the twenty-four weeks ended October 9, 2022 was primarily due to the Georgetown lease restructuring and an increase in sales in the twenty-four weeks ended October 15, 2023 compared to the twenty-four weeks ended October 9, 2022.

Other store operating expenses, excluding depreciation

	Twenty-Four Weeks Ended
	Twelve Weeks Ended
(dollar amounts in thousands)	October 1513,~~2023~~2024			October 915,~~2022~~2023			PercentageChange
Other store operating expenses, excluding depreciation	$	95,~~556~~283		$	85,~~178~~134		142.49	%
As a percentage of total revenue	19.09		%	1620.79		%

The increase in other store operating expenses, excluding depreciation for the ~~twenty-four~~second ~~weeks~~quarter ~~ended~~of ~~October~~fiscal ~~15,~~2025 ~~2023~~ compared to the ~~twenty-four~~second ~~weeks~~quarter ~~ended~~of ~~October~~fiscal 9,2024 ~~2022~~ was primarily due to ~~overall~~four ~~store~~new ~~supply~~locations ~~and~~open ~~location~~in ~~infrastructure~~the ~~expenses~~second ~~increasing~~quarter ~~due~~of tofiscal ~~increased~~2025 ~~utilization~~for ~~and~~the ~~inflation~~full ~~driven~~period ~~cost~~compared ~~increases~~to ~~plus~~the ~~one~~second ~~new~~quarter ~~store~~of ~~opening~~fiscal 2024.

78As a percentage of revenue, the decrease in other store operating expenses, excluding depreciation, for the second quarter of fiscal 2025 compared to the second quarter of fiscal 2024 was primarily due to decreases in repairs and maintenance activities, credit card fees and technology, offset by an increase in insurance costs and janitorial costs in the second quarter of fiscal 2025 compared to the second quarter of fiscal 2024.

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As a percentage of revenue, the increase in other store operating expenses, excluding depreciation for the twenty-four weeks ended October 15, 2023 compared to the twenty-four weeks ended October 9, 2022 was primarily due to inflation and utilization rates for supply and location infrastructure expenses outpacing revenue increases.

General and administrative expenses

	Twenty-Four Weeks Ended
	Twelve Weeks Ended
(dollar amounts in thousands)	October 1513,~~2023~~2024			October 915,~~2022~~2023			PercentageChange
General and administrative expenses	$	75,~~302~~080		$	73,~~311~~774		(034.1)6	%
As a percentage of total revenue	1419.52		%	1415.93		%

The ~~decrease~~increase in general and administrative expenses, ~~for~~including ~~the~~as ~~twenty-four~~a ~~weeks~~percentage ~~ended~~of ~~October~~total 15revenue, ~~2023~~for the second quarter of fiscal 2025 compared to the ~~twenty-four~~second ~~weeks~~quarter ~~ended~~of ~~October~~fiscal 9,2024 ~~2022~~ was primarily due to ~~reductions~~increases in public company readiness initiatives, including additional headcount, consulting fees and ~~legal~~increased ~~fees~~marketing, as ~~compared~~well toas ~~fiscal~~an ~~2023~~increase in stock-based compensation expense.

As a percentage of revenue, the decrease in general and administrative expenses for the twenty-four weeks ended October 15, 2023 compared to the twenty-four weeks ended October 9, 2022 was primarily due to the reductions discussed in the preceding paragraph and an increase in sales.46

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Depreciation expense

Twenty-Four Weeks Ended

Twelve Weeks Ended

(dollar amounts in thousands)

October 1513,~~2023~~2024

October 915,~~2022~~2023

PercentageChange

Depreciation expense

32,~~341~~547

31,~~714~~697

~~(11~~50.2)1

As a percentage of total revenue

69.6

7.6.9

The ~~decrease~~increase in depreciation expense for the ~~twenty-four~~second ~~weeks~~quarter ~~ended~~of ~~October~~fiscal ~~15,~~2025 ~~2023~~ compared to the ~~twenty-four~~second ~~weeks~~quarter ~~ended~~of ~~October~~fiscal 9,2024 ~~2022~~ was primarily due to aassets ~~change~~being input ~~our~~into ~~fixed~~service ~~asset~~for ~~depreciation~~three ~~schedule,~~new ~~most~~store ~~notably~~locations ~~assets~~that ~~being~~were ~~fully~~open ~~depreciated~~during the second quarter of fiscal 2025 that were not open during the second quarter of fiscal 2024 and ~~removed~~one ~~from~~new store location that was only open for part of the ~~schedule~~second quarter of fiscal 2024.

As a percentage of revenue, the decrease in depreciation expense for the twenty-four weeks ended October 15, 2023 compared to the twenty-four weeks ended October 9, 2022 was primarily due to lower depreciation expense as described in the preceding paragraph and an increase in sales.

Pre-opening expenses

Twenty-Four Weeks Ended

Twelve Weeks Ended

(dollar amounts in thousands)

October 1513,~~2023~~2024

October 915,~~2022~~2023

PercentageChange

Pre-opening expenses

51,~~304~~568

~~985~~3,026

~~438~~(48.52)

As a percentage of total revenue

~~10.~~5.9

012.23

The ~~increase~~decrease in pre-opening expenses, including as a percentage of total revenue, for the ~~twenty-four~~second ~~weeks~~quarter ~~ended~~of ~~October~~fiscal ~~15,~~2025 ~~2023~~ compared to the ~~twenty-four~~second ~~weeks~~quarter ~~ended~~of ~~October~~fiscal 9,2024 ~~2022~~ was primarily due to less training, ~~and~~ hiring, ~~marketing~~ and ~~legal~~marketing ~~expenses~~ associated with the ~~opening~~three ofnew ~~the~~locations ~~planned~~being ~~six~~under ~~new~~construction ~~venues~~in ~~scheduled~~the tosecond ~~open~~quarter inof fiscal 2024 compared to ~~one~~two new ~~location~~openings inunder construction during the second quarter of fiscal ~~2023~~2025.

79Interest expense, net


	Twelve Weeks Ended
(dollar amounts in thousands)	October 13, 2024			October 15, 2023			Percentage Change
Interest expense, net	$	4,898		$	1,908		156.7	%
As a percentage of total revenue	18.5		%	7.7		%

The increase in interest expense for the second quarter of fiscal 2025 compared to the second quarter of fiscal 2024 was primarily due to an increase in long-term notes payable (see Liquidity and Capital Resources and Note 5).

Gain on change in fair value of warrant liabilities and other


	Twelve Weeks Ended
(dollar amounts in thousands)	October 13, 2024			October 15, 2023			Percentage Change
Gain on change in fair value of warrant liabilities and other	$	3,573		$	1,759		103.1	%
As a percentage of total revenue	13.5		%	7.1		%

The increase in gain on change in fair value of warrant liabilities and other is primarily due to the transfer of the Public Warrants and Private Warrants in connection with the consummation of the Business Combination on December 29, 2023, the reclassification from equity to liability for the Oaktree Tranche 2 Warrants (see Note 10) and the decrease in our stock price and its impact on the fair value of our outstanding Public Warrants and Private Warrants and Oaktree Tranche 2 Warrants as of the second quarter of fiscal 2025. The increase is offset by a loss on the change in fair value of warrant liabilities and other related to the Oaktree Tranche 2 Written Option.

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~~Interest~~Other expense

	Twenty-Four Weeks Ended
	Twelve Weeks Ended
(dollar amounts in thousands)	October 1513,~~2023~~2024			October 915,~~2022~~2023			PercentageChange
Total interest expense	$	(3,601)		$	(457)		(688.0)	%
Other expense	$	48		$	—		100	%
As a percentage of total revenue	7.1		%	0.1		%

The increase in ~~interest~~other expense for the ~~twenty-four~~second ~~weeks~~quarter ~~ended~~of ~~October~~fiscal ~~15,~~2025 ~~2023~~ compared to the ~~twenty-four~~second ~~weeks~~quarter ~~ended~~of ~~October~~fiscal 9,2024 ~~2022~~ was ~~primarily~~ due to anthe ~~increase~~expense inrelated ~~indebtedness~~to ~~near~~settlement ~~the end~~ of ~~the~~an ~~twenty-four~~insurance ~~weeks~~claim ~~ended~~and ~~October~~a ~~15,~~legal ~~2023~~claim.

AsLoss abefore ~~percentage~~income ~~of revenue, the interest expense for the twenty-four weeks ended October 15, 2023 increased due to the increase in indebtedness as compared to the twenty-four weeks ended October 9, 2022.~~taxes

Gain on change in fair value of warrant liability


	Twelve Weeks Ended
(dollar amounts in thousands)	October 13, 2024		October 15, 2023		Percentage Change
Loss before income taxes	$	(9,247)	$	(7,355)	25.7	%

	Twenty-Four Weeks Ended
(dollar amounts in thousands)	October 15,2023			October 9,2022		PercentageChange
Gain on change in fair value of warrant liability	$	1,350		$	—	100.0	%
As a percentage of total revenue	2.7		%	—

The increase in loss before income taxes for the second quarter of fiscal 2025 compared to the second quarter of fiscal 2024 was primarily due to the factors described above.

~~The~~Net increase in gain on change in fair value of warrant liability is primarily due to the decrease in our fair market valuation in the second quarter of fiscal 2024 and its impact on the value of warrants outstanding.loss

Gain (loss) on debt extinguishment


	Twelve Weeks Ended
(dollar amounts in thousands)	October 13, 2024		October 15, 2023		Percentage Change
Net loss	$	(9,310)	$	(7,283)	27.8	%

	Twenty-Four Weeks Ended
(dollar amounts in thousands)	October 15,2023		October 9,2022			PercentageChange
Gain (loss) on debt extinguishment	$	—	$	8,448		(100.0)	%
As a percentage of total revenue	—		17.3		%

The increase in net loss for the second quarter of fiscal 2025 compared to the second quarter of fiscal 2024 was primarily due to the factors described above.

~~The decrease in gain on debt extinguishment was due to no PPP Loans being forgiven in the twenty-four weeks ended October 15, 2023 compared to the twenty-four weeks ended October 9, 2022.~~48

Income (loss) before income taxes

	Twenty-Four Weeks Ended
(dollar amounts in thousands)	October 15,2023		October 9,2022		PercentageChange
Income (loss) before income taxes	$	(10,329)	$	1,789	(677.4)	%

The increase in loss before income taxes for the twenty-four weeks ended October 15, 2023 compared to the twenty-four weeks ended October 9, 2022 was primarily due to the factors described above.

Net (Loss)/Income

	Twenty-Four Weeks Ended
(dollar amounts in thousands)	October 15, 2023		October 9,2022		PercentageChange
Net (loss)/income	$	(10,329)	$	1,645	(727.9)	%

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~~The~~Comparison ~~increase~~of ~~in net loss for the~~ twenty-four weeks ended October 1513, ~~2023~~2024 ~~compared~~and ~~to the~~ twenty-four weeks ended October 9 15, ~~2022 was primarily due to the factors described above.~~2023

~~Comparison~~The offollowing ~~Fiscal~~table ~~Year~~summarizes ~~2023~~our ~~and~~results ~~Fiscal~~of ~~Year 2022~~ operations:

The following table summarizes our results of operations for fiscal year 2023 and fiscal year 2022:


	Twenty-Four Weeks Ended				Dollar Change		Percentage Change
(dollar amounts in thousands)	October 13, 2024		October 15, 2023
Food and beverage revenues	$	44,927	$	39,952	$	4,975	12.5	%
Recreation revenues	12,150		10,412		1,738		16.7	%
Total revenue	57,077		50,364		6,713		13.3	%
Cost of food and beverage	10,173		8,715		1,458		16.7	%
Store labor and benefits	21,966		18,634		3,332		17.9	%
Store occupancy costs, excluding depreciation	11,487		5,590		5,897		105.5	%
Other store operating expenses, excluding depreciation	10,714		9,556		1,158		12.1	%
General and administrative expenses	10,584		7,302		3,282		44.9	%
Depreciation expense	5,065		3,341		1,724		51.6	%
Pre-opening expenses	2,574		5,304		(2,730)		(51.5)	%
Operating loss	(15,486)		(8,078)		(7,408)		91.7	%
Interest expense, net	(9,892)		(3,601)		(6,291)		174.7	%
Gain on change in fair value of warrant liabilities and other	6,248		1,350		4,898		362.8	%
Other expense	(48)		—		(48)		100.0	%
Loss before income taxes	(19,178)		(10,329)		(8,849)		85.7	%
Income tax expense (benefit)	138		—		138		100.0	%
Net loss	$	(19,316)	$	(10,329)	$	(8,987)	87.0	%

	Fiscal Year Ended
(dollar amounts in thousands)	April 30,2023		April 24,2022		Dollar Change		PercentageChange
Food and beverage revenues	$	87,467	$	63,650	23,817		37.4	%
Recreation revenues	23,806		13,448		10,358		77.0	%
Total revenue	111,273		77,098		34,175		443.0	%
Cost of food and beverage	18,968		16,027		2,941		18.4	%
Store labor and benefits	40,415		24,145		16,270		67.4	%
Store occupancy costs, excluding depreciation	18,375		12,592		5,783		45.9	%
Other store operating expenses, excluding depreciation	18,655		14,531		4,124		28.4	%
General and administrative expenses	13,205		12,316		889		7.2	%
Depreciation expense	8,086		8,818		(732)		(8.3)	%
Impairment loss	2,363		—		2,363		100.0	%
Pre-opening expenses	4,935		—		4,935		100.0	%
Operating loss	(13,729)		(11,331)		(2,398)		(21.2)	%
Interest expense	(1,946)		(1,348)		(598)		44.4	%
Other expense	(13)		—		(13)		100.0	%
Gain on debt extinguishment	8,355		2,800		5,555		198.4	%
Loss before income taxes	(7,333)		(9,879)		2,546		(25.8)	%
Income tax expense	192		38		154		405.3	%
Net loss	$	(7,525)	$	(9,917)	$	2,392	24.1	%

Revenue

The increase in revenue infor ~~fiscal 2023 compared to fiscal 2022 was primarily due to~~ the ~~increase~~twenty-four inweeks ~~foot~~ended ~~traffic and customer visits at our existing locations~~October 13, ~~contributing~~2024 ~~70% of increase in revenue in fiscal 2023~~ compared to ~~fiscal 2022, following~~ the ~~continued abatement of the COVID~~twenty-19four ~~pandemic~~weeks ~~and~~ended ~~associated~~October 15, ~~roll-backs~~2023 ofwas ~~state~~primarily ~~and~~due ~~local~~to ~~government~~having ~~mandated~~four ~~restrictions~~new ~~and~~stores ~~closures~~open ~~that began~~ in the ~~spring~~second ofquarter ~~2022. In addition, revenue also benefited from strategic and modest price increases during this time contributing 30%~~ of ~~increase in revenue in~~ fiscal ~~2023~~2025 ~~compared to fiscal 2022. In particular, three of our locations~~ that ~~opened~~were ~~shortly~~open ~~before~~for the ~~COVID~~full ~~shutdown~~period incompared ~~March~~to ~~2020 (~~the ~~Houston,~~second ~~San~~quarter ~~Mateo~~of ~~and~~fiscal ~~Norwalk~~2024, ~~locations)~~partially ~~increased~~offset ~~same store revenues and same store recreation revenues~~ by ~~41.6%~~modest ~~and~~decreases 64.0% on average year over year, respectively, and the remaining ten locations benefited from pent up demand for experiential offerings, with same store revenue increasing 45.0% on average year over year and same store recreation revenue increasing 78.7% on average year over year in ~~such~~volume ~~stores.~~at ~~There were no new~~ locations ~~opened in fiscal 2022 or fiscal 2023. Same store revenue is defined as the period-over-period sales comparison for Pinstripes locations that have been~~ open ~~for~~greater ~~365~~than ~~days~~24 ormonths ~~longer.~~(“Mature ~~Same store recreation revenue refers to revenue generated exclusively from our gaming offerings, bowling and bocce, for Pinstripes locations that have been open for 365 days or longer~~Venues”).

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Restaurant Operating Costs

Cost of food and beverage

	Fiscal Year Ended
	Twenty-Four Weeks Ended
(dollar amounts in thousands)	~~April~~October 3013,~~2023~~2024			~~April~~October 2415,~~2022~~2023			PercentageChange
Cost of food and beverage	$	1810,~~968~~173		$	168,~~027~~715		1816.47	%
As a percentage of total revenue	17.08		%	2017.83		%

The increase in food and beverage costs for ~~fiscal~~the ~~2023~~twenty-four ~~compared~~weeks toended ~~fiscal~~October 13, ~~2022~~2024 ~~was~~compared ~~primarily due~~ to ~~an increase in food and beverage sales, as well as minor commodity price increases. Because of our diverse menu mix and~~ the ~~scratch~~twenty-four ~~nature~~weeks ofended ~~our kitchens~~October 15, we2023 ~~are~~was ~~not~~due ~~significantly~~to ~~impacted by~~ an increase in ~~any particular~~ food ~~product~~and ~~(as~~beverage ~~opposed~~sales toand ~~increases~~more incosts ~~prices~~associated ~~generally)~~with ~~and~~ the ~~ingredients~~less weefficient ~~purchase~~ramp ~~are~~up ~~not~~of ~~affected~~our byfour ~~labor~~new ~~cost increases to the same extent as more heavily processed products~~locations.

As a percentage of revenue, the ~~decrease~~increase in food and beverage costs for ~~fiscal~~the ~~2023~~twenty-four weeks ended October 13, 2024 compared to ~~fiscal~~the ~~2022~~twenty-four weeks ended October 15, 2023 was primarily due to ~~efficiencies~~inefficiencies resulting from ~~(i)~~ an increase in ~~event~~relatively ~~sales, which generally result in~~ higher ~~margins~~cost ~~due~~open toplay asales ~~favorable~~(vs. ~~pricing~~private ~~model,~~event ~~scale and simplicity of menus, (ii~~sales) ~~the~~ ~~reduction~~from of the ~~number~~four ofnew ~~menu~~locations ~~items~~open ~~and~~for the ~~strategic~~entire ~~reduction~~twenty-four inweeks ~~the~~ended ~~number~~October 13, of2024 ~~ingredients~~compared into ~~various~~the ~~dishes as a result of cross~~twenty-~~utilization~~four ofweeks ~~product,~~ended ~~and (iii) the use of a higher~~October ~~percentage~~15, ~~of lower-cost spirit sales versus beer and wine~~2023.

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Store labor and benefits

	Fiscal Year Ended
	Twenty-Four Weeks Ended
(dollar amounts in thousands)	~~April~~October 3013,~~2023~~2024			~~April~~October 2415,~~2022~~2023			PercentageChange
Store labor and benefits	$	4021,~~415~~966		$	2418,~~145~~634		6717.49	%
As a percentage of total revenue	3638.35		%	3137.30		%

The increase in store labor and benefits expenses for ~~fiscal~~the ~~2023~~twenty-four ~~compared~~weeks toended ~~fiscal~~October 13, ~~2022~~2024 ~~was~~compared ~~primarily due~~ to anthe ~~increased~~twenty-four ~~number~~weeks ofended ~~hourly employees to meet increased demand and customer traffic~~October 15, an2023 ~~increased~~was ~~number~~primarily ofdue ~~event~~to ~~sales employees in connection with~~ the ~~growth~~addition of ~~our~~four ~~private~~new ~~events~~stores ~~operations,~~that ~~coupled~~were ~~with~~open ~~increased~~for ~~training~~the ~~and~~full ~~hiring~~period ~~costs~~that ~~associated~~contributed ~~with~~to ~~re-staffing efforts following COVID-19,~~ higher ~~wages~~store inlabor ~~various markets~~ and ~~the~~benefits ~~fact~~costs. ~~that~~Excluding the ~~Company~~addition ~~did~~of ~~not~~four ~~receive~~new ~~Employee Retention Credits (“ERC”) under the Coronavirus Aid~~stores, ~~Relief~~store labor and ~~Economic~~benefits ~~Security~~costs ~~Act~~were ~~(“CARES~~down ~~Act”)~~20 inbasis ~~fiscal 2023, as compared to $7~~points.~~9 million of ERC received in fiscal 2022.~~

As a percentage of revenue, the increase in store labor and benefits expenses for fiscal 2023 compared to fiscal 2022 was primarily due to the normalization of operations and sales following COVID-19 (with no closures due to COVID-19), the re-hiring and associated higher training costs associated with resuming operations following COVID-19 and higher wages in various markets; and various incremental training costs associated with preparations related to new store openings planned for fiscal 2024, partially offset by an increase in sales.

Store occupancy costs, excluding depreciation

	Fiscal Year Ended
	Twenty-Four Weeks Ended
(dollar amounts in thousands)	~~April~~October 3013,~~2023~~2024			~~April~~October 2415,~~2022~~2023			PercentageChange
Store occupancy costs, excluding depreciation	$	1811,~~375~~487		$	125,~~592~~590		45105.95	%
As a percentage of total revenue	1620.51		%	1611.31		%

The increase in store occupancy costs, excluding depreciation, including as a percentage of revenue, for ~~fiscal~~the ~~2023~~twenty-four weeks ended October 13, 2024 compared to ~~fiscal~~the ~~2022~~twenty-four weeks ended October 15, 2023 was primarily due to ~~modest~~the ~~increases~~impact of the amendment of our lease agreement entered in ~~common~~June ~~area~~2023 ~~maintenance~~for ~~charges~~our atGeorgetown ~~various~~location, resulting in a reduction of occupancy cost in the first fiscal quarter of 2024 of $3,281, offset in part by four new locations ~~due~~open for the entire twenty-four weeks ended October 13, 2024 compared to ~~normal~~the ~~increases~~twenty-four weeks ended October 15, 2023.

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in operating costs passed on by various landlords pursuant to our leases, as well as modest increases in real estate taxes for similar locations.

As a percentage of revenue, the decrease in store occupancy costs, excluding depreciation for fiscal 2023 compared to fiscal 2022 was primarily due to an increase in sales.

Other store operating expenses, excluding depreciation

	Fiscal Year Ended
	Twenty-Four Weeks Ended
(dollar amounts in thousands)	~~April~~October 3013,~~2023~~2024			~~April~~October 2415, ~~2022~~2023			PercentageChange
Other store operating expenses, excluding depreciation	$	1810,~~655~~714		$	149,~~531~~556		2812.41	%
As a percentage of total revenue	1618.8		%	1819.80		%

The increase in other store operating expenses, excluding depreciation for ~~fiscal~~the ~~2023~~twenty-four ~~compared~~weeks toended ~~fiscal~~October 13, ~~2022~~2024 ~~was~~compared ~~primarily due~~ to ~~increased~~the ~~credit~~twenty-four ~~card~~weeks ~~fees~~ended ~~and~~October 15, an2023 ~~increase~~was inprimarily ~~packaging~~due ~~(e.g. “~~to ~~go”~~four ~~containers~~new ~~and~~locations ~~pizza~~open ~~boxes),~~for ~~cleaning~~the ~~and~~entire ~~other~~twenty-four ~~supply~~weeks ~~costs~~ended ~~due~~October 13, to2024 ~~higher~~compared ~~utilization~~to ~~and~~the ~~inflation~~twenty-four ~~driven~~weeks ~~cost~~ended ~~increases.~~October 15, 2023.

As a percentage of revenue, the decrease in other store operating expenses, excluding depreciation, for ~~fiscal~~the ~~2023~~twenty-four ~~compared~~weeks toended ~~fiscal~~October 13, ~~2022~~2024 ~~was~~compared ~~primarily due~~ to anthe ~~increase~~twenty-four inweeks ~~sales~~ended October 15, as2023 ~~well~~was asprimarily ~~benefits~~due ~~from~~to ~~various~~a ~~strategic~~decrease ~~initiatives~~in tocredit ~~reduce~~card ~~operating~~fees ~~expenses,~~in ~~such~~the astwenty-four aweeks ~~modest~~ended ~~reduction~~October 13, in2024 ~~store~~compared ~~hours,~~to ~~reduction~~the oftwenty-four ~~various~~weeks ~~supply~~ended ~~costs~~October 15, ~~and other cost saving initiatives~~2023.

General and administrative expenses

	Fiscal Year Ended
	Twenty-Four Weeks Ended
(dollar amounts in thousands)	~~April~~October 3013,~~2023~~2024			~~April~~October 2415,~~2022~~2023			PercentageChange
General and administrative expenses	$	1310,~~205~~584		$	127,~~316~~302		744.29	%
As a percentage of total revenue	1118.95		%	1614.05		%

The increase in general and administrative expenses for fiscal 2023 compared to fiscal 2022 was primarily due to an increase in audit fees and accounting consulting fees of $0.8 million, an increase in marketing costs to reestablish awareness coming out of COVID-19 and drive customer traffic and an increase in corporate labor costs of $0.7 million. 50

As a percentage of revenue, the decrease in general and administrative expenses for fiscal 2023 compared to fiscal 2022 was primarily due to an increase in sales.

Depreciation expense

	Fiscal Year Ended
(dollar amounts in thousands)	April 30,2023			April 24,2022			PercentageChange
Depreciation expense	$	8,086		$	8,818		(8.3)	%
As a percentage of total revenue	7.3		%	11.4		%

The decrease in depreciation expense for fiscal 2023 compared to fiscal 2022 was primarily due to a change in our fixed asset depreciation schedule.

As a percentage of revenue, the decrease in depreciation expense for fiscal 2023 compared to fiscal 2022 was primarily due to an increase in sales.

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~~Impairment~~The ~~loss~~increase in general and administrative expenses, including as a percentage of total revenue, for the twenty-four weeks ended October 13, 2024 compared to the twenty-four weeks ended October 15, 2023 was primarily due to increases in public company readiness initiatives, including additional headcount, consulting fees and increased marketing, as well as an increase in stock-based compensation expense.

	Fiscal Year Ended
(dollar amounts in thousands)	April 30,2023			April 24,2022		PercentageChange
Impairment loss	$	2,363		$	—	100.0	%
As a percentage of total revenue	2.1		%	—

Depreciation expense

The impairment loss increased to $2.4 million for fiscal year 2023, compared to no amounts recorded in fiscal year 2022. The fiscal year 2023 charges consisted of impairment of a certain location’s assets as described below.


	Twenty-Four Weeks Ended
(dollar amounts in thousands)	October 13, 2024			October 15, 2023			Percentage Change
Depreciation expense	$	5,065		$	3,341		51.6	%
As a percentage of total revenue	8.9		%	6.6		%

AsThe aincrease ~~result~~in ofdepreciation ~~our~~expense ~~annual~~for ~~long~~the twenty-~~lived~~four ~~asset~~weeks ~~impairment~~ended ~~assessment as of April 30~~October 13, ~~2023,~~2024 wecompared ~~recorded~~to athe ~~long~~twenty-~~lived~~four ~~asset~~weeks ~~impairment~~ended ~~charge~~October 15, of2023 ~~$2.4~~was ~~million~~primarily ~~related~~due to ~~the~~assets ~~non-cash~~being ~~impairment~~put ofinto ~~property~~service ~~and~~for ~~equipment~~four ~~specific~~new tostore ~~our~~locations ~~Norwalk~~that ~~location.~~were ~~The~~open ~~non-cash charges included $1.7 million~~ for ~~leasehold~~the ~~improvements~~entire ~~and~~twenty-four ~~$0.7~~weeks ~~million~~ended ~~for furniture~~October 13, ~~fixtures,~~2024 ~~and~~compared ~~equipment specific~~ to the ~~Norwalk~~twenty-four ~~location.~~weeks ~~There~~ended ~~were~~October 15, ~~no indicators of impairment for any other locations~~2023.

Pre-opening expenses

	Fiscal Year Ended
	Twenty-Four Weeks Ended
(dollar amounts in thousands)	~~April~~October 3013,~~2023~~2024			~~April~~October 2415,~~2022~~2023			PercentageChange
Pre-opening expenses	$	42,~~935~~574		$	—5,304		~~100~~(51.05)	%
As a percentage of total revenue	4.45		%	—10.5		%

The ~~increase~~decrease in pre-opening expenses, including as a percentage of total revenue, for ~~fiscal~~the ~~2023~~twenty-four weeks ended October 13, 2024 compared to ~~fiscal~~the ~~2022~~twenty-four weeks ended October 15, 2023 was primarily due to less training, ~~and~~ hiring, marketing, and ~~legal~~non-cash ~~expenses~~rent ~~associated~~expense ~~with~~for ~~the~~leases that have commenced prior to opening, ofassociated with the ~~planned~~three ~~six~~ new ~~venues~~locations ~~scheduled~~being tounder ~~open~~construction in ~~fiscal~~the ~~2024~~twenty-four weeks ended October 15, as2023 compared to ~~when~~two wenew ~~did~~openings ~~not~~under ~~have~~construction ~~any~~in ~~new~~the ~~venues~~twenty-four ~~nearing~~weeks ~~opening.~~ended October 13, 2024.

Interest expense, net

	Fiscal Year Ended
	Twenty-Four Weeks Ended
(dollar amounts in thousands)	~~April~~October 3013,~~2023~~2024			~~April~~October 2415,~~2022~~2023			PercentageChange
Total interest expense	$	(1,946)		$	(1,348)		44.4	%
Interest expense, net	$	9,892		$	3,601		174.7	%
As a percentage of total revenue	117.73		%	1.7.1		%

The increase in interest expense for ~~fiscal~~the ~~2023~~twenty-four weeks ended October 13, 2024 compared to ~~fiscal~~the ~~2022~~twenty-four weeks ended October 15, 2023 was primarily due to an increase in ~~indebtedness~~long-term ~~near~~notes ~~the~~payable ~~end~~(see ofLiquidity ~~fiscal~~and ~~2023~~Capital Resources and Note 5).

AsGain ~~a percentage~~on ofchange ~~revenue,~~in ~~the~~fair ~~interest~~value ~~expense~~of ~~for~~warrant ~~fiscal~~liabilities ~~2023~~and ~~remained the same as compared to fiscal 2022 primarily due to an increase in sales.~~ other

Gain on debt extinguishment


	Twenty-Four Weeks Ended
(dollar amounts in thousands)	October 13, 2024			October 15, 2023			Percentage Change
Gain on change in fair value of warrant liabilities and other	$	6,248		$	1,350		362.8	%
As a percentage of total revenue	10.9		%	2.7		%

	Fiscal Year Ended
(dollar amounts in thousands)	April 30,2023			April 24,2022			PercentageChange
Gain on debt extinguishment	$	8,355		$	2,800		198.4	%
As a percentage of total revenue	7.5		%	3.6		%

The increase in gain on debt extinguishment for fiscal 2023 compared to fiscal 2022 was primarily due to $8.5 million of PPP Loan forgiveness in fiscal 2023 compared to $2.8 million of PPP Loan forgiveness in fiscal 2022. 51

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and the decrease in our stock price and its impact on the fair value of our outstanding Public Warrants and Private Warrants and Oaktree Tranche 2 Warrants as of the second quarter of fiscal 2025. The increase is offset by a loss on the change in fair value of warrant liabilities and other related to the Oaktree Tranche 2 Written Option.

Other expense


	Twenty-Four Weeks Ended
(dollar amounts in thousands)	October 13, 2024			October 15, 2023			Percentage Change
Other expense	$	48		$	—		100.0	%
As a percentage of total revenue	0.1		%	—		%

The increase in other expense for the second quarter of fiscal 2025 compared to the second quarter of fiscal 2024 was due to the expense related to settlement of an insurance claim and a legal claim.

Loss before income taxes

Fiscal Year Ended

Twenty-Four Weeks Ended

(dollar amounts in thousands)

~~April~~October 3013,~~2023~~2024

~~April~~October 2415,~~2022~~2023

PercentageChange

Loss before income taxes

(719,~~333~~178)

(910,~~879~~329)

~~(25~~85.8)7

The ~~decrease~~increase in loss before income taxes for ~~fiscal~~the ~~2023~~twenty-four weeks ended October 13, 2024 compared to ~~fiscal~~the ~~2022~~twenty-four weeks ended October 15, 2023 was primarily due to the factors described above.

~~Income~~Net ~~Tax Expense~~ loss

	Fiscal Year Ended
	Twenty-Four Weeks Ended
(dollar amounts in thousands)	~~April~~October 3013,~~2023~~2024		~~April~~October 2415,~~2022~~2023		PercentageChange
Income Tax Expense	$	192	$	38	405.3	%
Net loss	$	(19,316)	$	(10,329)	87.0	%

~~Our~~The ~~income~~increase ~~tax~~in ~~expense~~net ~~has~~loss for the twenty-four weeks ended October 13, 2024 compared to ~~date~~the ~~not~~twenty-four ~~been~~weeks ~~material.~~ended October 15, 2023 was primarily due to the factors described above.

~~Net Loss~~ 52

	Fiscal Year Ended
(dollar amounts in thousands)	April 30,2023		April 24,2022		PercentageChange
Net loss	$	(7,525)	$	(9,917)	24.1	%

The decrease in net loss for fiscal 2023 compared to fiscal 2022 was primarily due to the factors described above.

Comparison of Fiscal Year 2022 and Fiscal Year 2021

The following table summarizes our results of operations for fiscal 2022 and fiscal 2021:

	Fiscal Year Ended
(dollar amounts in thousands)	April 24,2022		April 25, 2021		DollarChange		PercentageChange
Food and beverage revenues	$	63,650	$	20,791	42,859		206.1	%
Recreation revenue	13,448		4,226		9,222		218.2	%
Total revenue	77,098		25,017		52,081		208.2	%
Cost of food and beverage	16,027		6,697		9,330		139.3	%
Store labor and benefits	24,145		10,776		13,369		124.1	%
Store occupancy costs, excluding depreciation	12,592		14,920		(2,328)		(15.6)	%
Other store operating expenses, excluding depreciation	14,531		7,037		7,494		106.5	%
General and administrative expenses	12,316		6,320		5,996		94.9	%
Depreciation expense	8,818		8,805		(13)		(0.1)	%
Operating loss	(11,331)		(29,538)		18,207		(61.6)	%
Interest expense	(1,348)		(835)		(513)		61.4	%
Gain on debt extinguishment	2,800		388		2,412		621.6	%
Loss before income taxes	(9,879)		(29,985)		20,106		(67.1)	%
Income tax expense	38		13		25		192.3	%
Net loss	$	(9,917)	$	(29,998)	$	20,081	(66.9)	%

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Comparison of fiscal year ended April 28, 2024 and fiscal year ended April 30, 2023

The following table summarizes our results of operations:


	Fiscal Year Ended				Dollar Change		Percentage Change
(dollar amounts in thousands)	April 28, 2024		April 30, 2023
Food and beverage revenues	$	92,397	$	87,467	$	4,930	5.6	%
Recreation revenues	26,327		23,806		2,521		10.6	%
Total revenue	118,724		111,273		7,451		6.7	%
Cost of food and beverage	20,296		18,968		1,328		7.0	%
Store labor and benefits	44,044		40,415		3,629		9.0	%
Store occupancy costs, excluding depreciation	17,455		18,375		(920)		(5.0)	%
Other store operating expenses, excluding depreciation	21,486		18,655		2,831		15.2	%
General and administrative expenses	19,989		13,205		6,784		51.4	%
Depreciation expense	8,350		8,086		264		3.3	%
Pre-opening expenses	8,889		4,935		3,954		80.1	%
Impairment loss	—		2,363		(2,363)		(100.0)	%
Operating loss	(21,785)		(13,729)		(8,056)		58.7	%
Interest expense	(11,741)		(1,946)		(9,795)		503.3	%
Gain on change in fair value of warrant liabilities and other	26,633		—		26,633		NM
Other income (expense)	140		(13)		153		(1176.9)	%
Gain (loss) on debt extinguishment	—		8,355		(8,355)		(100.0)	%
Income (loss) before income taxes	(6,753)		(7,333)		580		(7.9)	%
Income tax expense	36		192		(156)		(81.3)	%
Net income (loss)	$	(6,789)	$	(7,525)	736		(9.8)	%

NM data not meaningful

Revenue

The increase in revenue infor ~~fiscal~~the ~~2022 compared to~~ fiscal ~~2021~~year ~~primarily~~ended ~~due~~April to28, ~~the~~2024 ~~increase~~compared ~~in foot traffic and customer visits at our existing locations following the initial roll-back of state and local government mandated restrictions and closures related~~ to the ~~COVID-19~~fiscal ~~pandemic.~~year Inended ~~addition~~April 30, ~~revenue~~2023 ~~also~~was ~~benefited~~partially ~~from~~due ~~strategic~~to ~~and modest~~ price increases ~~during~~in ~~this~~menu ~~time~~items ~~contributing~~and ~~less~~events, ~~than~~contributing 1036% of the increase in revenue in ~~fiscal~~the ~~2022 compared to~~ fiscal ~~2021.~~year Inended ~~particular~~April 28, ~~three~~2024 ofcompared ~~our~~to ~~locations that opened shortly before~~ the ~~COVID-19~~fiscal ~~shutdown~~year inended ~~March 2020 (the Houston~~April 30, ~~San Mateo and Norwalk locations) increased same store revenues and same store recreation revenues by 271~~2023.7% ~~and~~In ~~269.4% on average year over year~~addition, ~~respectively,~~revenue ~~and~~also ~~the remaining ten locations~~ benefited from ~~pent~~four upnew ~~demand~~locations ~~for~~being ~~experiential~~open ~~offerings,~~for ~~with~~a ~~same~~portion ~~store~~of ~~revenue~~the ~~increasing~~fiscal ~~194.4% on average~~ year ~~over~~ended ~~year~~April ~~and~~28, ~~same~~2024 ~~store~~compared ~~recreation~~to ~~revenue~~the ~~increasing~~fiscal ~~190.1% on average~~ year ~~over~~ended ~~year~~April 30, in2023 ~~such~~and ~~stores~~3.0% ~~There~~Same ~~were~~Store noSales ~~new~~Growth ~~locations opened~~ in ~~fiscal~~the ~~2021 or~~ fiscal ~~2022.~~year ~~Same~~ended ~~store~~April ~~revenue~~28, is2024 ~~defined~~ as ~~the~~compared ~~period-over-period sales comparison for Pinstripes locations that have been open for 365 days or longer. Same store recreation revenue refers~~ to ~~revenue~~the ~~generated~~fiscal ~~exclusively~~year ~~from~~ended ~~our gaming offerings~~April 30, ~~bowling and bocce, for Pinstripes locations that have been open for 365 days or longer~~2023.

Restaurant Operating Costs

Cost of food and beverage

	Fiscal Year Ended
(dollar amounts in thousands)	April 2428,~~2022~~2024			April 2530,~~2021~~2023			PercentageChange
Cost of food and beverage	$	1620,~~027~~296		$	618,~~697~~968		~~139~~7.30	%
As a percentage of total revenue	2017.81		%	2617.80		%

The increase in food and beverage costs for ~~fiscal~~the ~~2022 compared to~~ fiscal ~~2021~~year ~~was~~ended ~~primarily~~April ~~due to an increase in food and beverage sales~~28, as2024 ~~well~~compared asto ~~occasional commodity price increases. Because of our diverse menu mix and~~ the ~~scratch~~fiscal ~~nature~~year ofended ~~our kitchens~~April 30, we2023 ~~are~~was ~~not~~due ~~significantly~~to ~~impacted by~~ an increase in ~~any particular~~ food ~~product (as opposed to increases in prices generally)~~ and ~~the~~beverage ~~ingredients we purchase are not affected by labor cost increases to the same extent as more heavily processed products~~sales.

As a percentage of revenue, the decrease in food and beverage costs for fiscal 2022 compared to fiscal 2021 was primarily due to (i) an increase in event sales, which generally result in higher margins due to a favorable pricing model, scale and simplicity of menus, (ii) the reduction of the number of menu items and the strategic reduction in the number of ingredients in various dishes as a result of cross-utilization of product, and (iii) the use of a higher percentage of lower-cost spirit sales versus beer and wine. 53

Store labor and benefits

	Fiscal Year Ended
(dollar amounts in thousands)	April 24,2022			April 25,2021			PercentageChange
Store labor and benefits	$	24,145		$	10,776		124.1	%
As a percentage of total revenue	31.3		%	43.1		%

The increase in store labor and benefits expenses for fiscal 2022 compared to fiscal 2021 was primarily due to sales increases, as costs associated with team members returning to work, and the wage inflation costs of hiring team members during COVID-19, partially offset by ERC of $7.9 million in fiscal 2022 as compared to ERC of $4.0 million in fiscal 2021.

As a percentage of revenue, the decrease in store labor and beverage expenses for fiscal 2022 compared to fiscal 2021 was primarily due to increased sales as COVID-19 receded and state and local government mandated restrictions and closures were rolled-back.

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Store labor and benefits


	Fiscal Year Ended
(dollar amounts in thousands)	April 28, 2024			April 30, 2023			Percentage Change
Store labor and benefits	$	44,044		$	40,415		9.0	%
As a percentage of total revenue	37.1		%	36.3		%

The increase in store labor and benefits expenses for the fiscal year ended April 28, 2024 compared to the fiscal year ended April 30, 2023 was primarily due to four new locations open for a portion of the fiscal year ended April 28, 2024.

As a percentage of revenue, store labor and benefits for the fiscal year ended April 28, 2024 compared to the fiscal year ended April 30, 2023 increased from less efficient labor utilization from four new locations opening, partially offset by 110 basis point labor efficiency gains in our mature stores.

Store occupancy costs, excluding depreciation

	Fiscal Year Ended
(dollar amounts in thousands)	April 2428,~~2022~~2024			April 2530,~~2021~~2023			PercentageChange
Store occupancy costs, excluding depreciation	$	1217,~~592~~455		$	1418,~~920~~375		(155.60)	%
As a percentage of total revenue	1614.37		%	5916.65		%

The decrease in store occupancy costs, excluding depreciation for the fiscal ~~2022~~year ended April 28, 2024 compared to the fiscal ~~2021~~year ended April 30, 2023 was primarily due to ~~COVID-19~~the ~~related~~impact ~~amendments~~of tothe amendment of our ~~operating~~lease ~~leases~~agreement ~~that~~entered ~~resulted~~in June 2023 for our Georgetown location, resulting in ~~partial~~a ~~rent~~reduction ~~abatement~~of occupancy cost in the period of $3,281, offset in part by four new locations open for ~~select~~a portion of fiscal 2024 compared to fiscal 2023 and modest increases in real estate taxes for certain locations.

As a percentage of revenue, the decrease in store occupancy costs, excluding depreciation for the fiscal ~~2022~~year ended April 28, 2024 compared to the fiscal ~~2021~~year ended April 30, 2023 was primarily due to the ~~above~~Georgetown lease amendment (see Note 9) and ~~increased~~an increase in sales. in the fiscal year ended April 28, 2024 compared to the fiscal year ended April 30, 2023, offset in part by four new locations open for a portion of fiscal 2024 compared to fiscal 2023.

Other store operating expenses, excluding depreciation

	Fiscal Year Ended
(dollar amounts in thousands)	April 2428,~~2022~~2024			April 2530, ~~2021~~2023			PercentageChange
Other store operating expenses, excluding depreciation	$	1421,~~531~~486		$	718,~~037~~655		~~106~~15.52	%
As a percentage of total revenue	18.81		%	2816.18		%

The increase in other store operating expenses, excluding depreciation for the fiscal ~~2022~~year ended April 28, 2024 compared to the fiscal ~~2021~~year ended April 30, 2023, including the increase as a percentage of total revenue, was primarily due to anincreased ~~increase~~overall instore ~~maintenance~~supply ~~costs~~and location infrastructure expenses, ~~credit~~increased ~~card~~supply ~~fees~~utilization, ~~packaging~~four ~~and~~new ~~other~~locations ~~supply~~open ~~costs~~for ~~due~~a toportion ~~higher~~of ~~utilization~~fiscal ~~and~~2024, ~~some~~increases ~~inflationary~~in training of our team members and increases. in repair and maintenance activities.

~~As a percentage of revenue, the decrease in other store operating expenses, excluding depreciation for fiscal 2022 compared to fiscal 2021 was primarily due to an increase in sales.~~ 54

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General and administrative expenses

	Fiscal Year Ended
(dollar amounts in thousands)	April 2428,~~2022~~2024			April 2530,~~2021~~2023			PercentageChange
General and administrative expenses	$	1219,~~316~~989		$	613,~~320~~205		9451.94	%
As a percentage of total revenue	16.08		%	2511.39		%

The increase in general and administrative expenses for the fiscal ~~2022~~year ended April 28, 2024 compared to the fiscal ~~2021~~year ended April 30, 2023 was primarily due to anincreases ~~increase~~ in ~~professional~~consulting, ~~service~~audit and legal fees, anresulting ~~increase~~from inour ~~marketing~~Business ~~costs~~Combination, topublic ~~reestablish~~company ~~awareness~~readiness ~~coming~~initiatives ~~out~~including ofadditional ~~COVID-19~~headcount and ~~the~~increased ~~rehiring~~marketing ofspend ~~our~~to ~~team~~support ~~following~~four ~~the~~new ~~COVID-19~~locations ~~closures~~as ~~and~~compared ~~a return~~ to ~~normalcy.~~fiscal 2023.

As a percentage of revenue, the ~~decrease~~increase in general and administrative expenses for the fiscal ~~2022~~year ended April 28, 2024 compared to the fiscal ~~2021~~year ended April 30, 2023 was primarily due to anthe ~~increase~~increases discussed in ~~sales.~~the preceding paragraph.

Depreciation expense

	Fiscal Year Ended
(dollar amounts in thousands)	April 2428,~~2022~~2024			April 2530,~~2021~~2023			PercentageChange
Depreciation expense	$	8,~~818~~350		$	8,~~805~~086		03.13	%
As a percentage of total revenue	117.40		%	357.23		%

~~Depreciation~~The ~~expense~~increase ~~remained~~in ~~largely~~depreciation ~~unchanged~~expense infor the fiscal ~~2022~~year ended April 28, 2024 compared to the fiscal ~~2021~~year ended April 30, 2023 was primarily due to ~~the~~by ~~fact~~additional ~~that~~assets nobeing put into service at our four new ~~venues~~locations opened in fiscal ~~2022~~2024.

87Pre-opening expenses


	Fiscal Year Ended
(dollar amounts in thousands)	April 28, 2024			April 30, 2023			Percentage Change
Pre-opening expenses	$	8,889		$	4,935		80.1	%
As a percentage of total revenue	7.5		%	4.4		%

The increase in pre-opening expenses, including as a percentage of total revenue, for the fiscal year ended April 28, 2024 compared to the fiscal year ended April 30, 2023 was primarily due to training, hiring, marketing and legal expenses associated with the opening of four new locations compared to three new locations being under construction in fiscal 2023.

Impairment Loss


	Fiscal Year Ended
(dollar amounts in thousands)	April 28, 2024			April 30, 2023			Percentage Change
Impairment loss	$	—		$	2,363		(100.0)	%
As a percentage of total revenue	—		%	2.1		%

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AsDuring ~~a percentage~~the offiscal ~~revenue~~year ended April 30, 2023, the ~~decrease~~Company inrecorded ~~depreciation~~a ~~expense~~non-cash long-lived asset impairment for ~~fiscal~~property ~~2022~~and ~~compared~~equipment toat ~~fiscal~~a ~~2021~~certain ~~was~~location. ~~primarily~~The ~~due~~Company todid annot ~~increase~~record inany ~~sales.~~impairment loss during the fiscal year ended April 28, 2024.

Interest expense

	Fiscal Year Ended
(dollar amounts in thousands)	April 2428,~~2022~~2024			April 2530,~~2021~~2023			PercentageChange
Total interest expense	$	(111,~~348~~741)		$	(~~835~~1,946)		61503.43	%
As a percentage of total revenue	1(9.79)		%	3(1.37)		%

The increase in interest expense for the fiscal ~~2022~~year ended April 28, 2024 compared to the fiscal ~~2021~~year ended April 30, 2023, including the increase as a percentage of total revenue, was primarily due to an increase in ~~indebtedness.~~long-term notes payable during the fiscal year ended April 28, 2024 (see “Liquidity and Capital Resources” and Note 7).

AsGain ~~a percentage~~on ofchange ~~revenue, the decrease~~ in ~~interest~~fair ~~expense~~value ~~for~~of ~~fiscal~~warrant ~~2022~~liabilities ~~compared~~and ~~to fiscal 2021 was primarily due to an increase in sales.~~ other

Gain on debt extinguishment


	Fiscal Year Ended
(dollar amounts in thousands)	April 28, 2024			April 30, 2023		Percentage Change
Gain on change in fair value of warrant liabilities and other	$	26,633		$	—	NM
As a percentage of total revenue	22.4		%	—

NM data not meaningful

	Fiscal Year Ended
(dollar amounts in thousands)	April 24,2022			April 25,2021			PercentageChange
Gain on debt extinguishment	$	2,800		$	388		621.6	%
As a percentage of total revenue	3.6		%	1.6		%

The increase in gain on change in fair value of warrant liabilities and other was due to the transfer of the Public Warrants and Private Warrants in connection with the consummation of the Business Combination on December 29, 2023, and the decrease in our stock price and its impact on the fair value of our outstanding Public Warrants and Private Warrants as of the end of fiscal 2024, as well as a change in fair value of the Silverview Warrants and Granite Creek Warrants (as defined in Note 12) during the fiscal year ended April 28, 2024.

~~The~~Other ~~increase~~income ~~in gain on debt extinguishment for fiscal 2022 compared to fiscal 2021 was primarily due to the forgiveness of $2.8 million principal amount of one of our PPP Loans in fiscal 2022.~~ (expense)

Loss before income taxes


	Fiscal Year Ended
(dollar amounts in thousands)	April 28, 2024			April 30, 2023		Percentage Change
Other income (expense)	$	140		$	(13)	(1176.9)	%
As a percentage of total revenue	0.1		%

Filing Compare · Pinstripes Holdings, Inc.