Document

S-3 1 pinstripes-sx3.htm S-3 Document

As filed with the Securities and Exchange Commission on February 4, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

Pinstripes Holdings, Inc.

(Exact name of registrant as specified in its charter)


Delaware			86-2556699
(State or other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification 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 the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

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, as amended (the “Securities Act”), 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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act of 1934.


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, 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.

EXPLANATORY NOTE AND STATEMENT PURSUANT TO RULE 429

Pursuant to Rule 429 under the Securities Act of 1933, as amended (the “Securities Act”), the prospectus (the “Prospectus”) included herein is a combined prospectus which relates to: (i) the registration statement on Form S-1 (Registration No. 333-276660), which was originally filed by Pinstripes Holdings, Inc. with the U.S. Securities and Exchange Commission (the “SEC”) on January 23, 2024, declared effective on April 19, 2024, subsequently amended on a post-effective basis on July 2, 2024 and July 17, 2024 and declared effective on July 24, 2024 (“Registration Statement I”); (ii) the registration statement on Form S-1 (Registration No. 333-283881), which was originally filed with the SEC on December 17, 2024 and declared effective on December 20, 2024 (“Registration Statement II” and, together with Registration Statement I, the “Prior Registration Statements”); and (iii) the registration of 349,500 additional shares of Pinstripes Holdings Class A Common Stock issuable upon exercise of the Oaktree Tranche 2 Warrants (as defined below) for resale by the selling securityholders as set forth herein.

Registration Statement I registered the issuance of (i) up to 23,985,000 shares of Pinstripes Holdings Class A Common Stock (as defined below) that are issuable upon the exercise of the Warrants (as defined below) and (ii) the offer and resale from time to time by the selling securityholders named in Registration Statement I of (a) up to 20,962,824 outstanding shares of Pinstripes Holdings Class A Common Stock, including up to 4,969,777 shares of Pinstripes Holdings Class A Common Stock issuable upon conversion of Pinstripes Holdings Class B Common Stock (as defined below), (b) up to 647,011 shares of Pinstripes Holdings Class A Common Stock issuable upon exercise of the Pinstripes Holdings Options (as defined below), (c) up to 172,806 shares of Pinstripes Holdings Class A Common Stock issuable upon the vesting of the RSUs (as defined below), (d) up to 2,912,500 shares of Pinstripes Holdings Class A Common Stock issuable upon exercise of the Oaktree Tranche 1 Warrants (as defined below), (e) up to 11,910,000 shares of Pinstripes Holdings Class A Common Stock issuable upon exercise of Private Placement Warrants (as defined below) and (f) 11,910,000 Private Placement Warrants to purchase Pinstripes Holdings Class A Common Stock.

Registration Statement II registered the offer and resale from time to time by the selling securityholders named in Registration Statement II of up to (i) 174,750 shares of Pinstripes Holdings Class A Common Stock issuable upon exercise of the Oaktree Tranche 2 Warrants and (ii) 29,292 shares of Pinstripes Holdings Class A Common Stock issuable upon exercise of the Silverview Tranche 3 Warrants (as defined below).

This registration statement is also being filed to convert the Prior Registration Statements into a Registration Statement on Form S-3 (the “S-3 Registration Statement”). Pursuant to Rule 429 under the Securities Act, this S-3 Registration Statement also constitutes a post-effective amendment to the Prior Registration Statements, and such post-effective amendment shall hereafter become effective concurrently with the effectiveness of this S-3 Registration Statement in accordance with Section 8(c) of the Securities Act.

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 FEBRUARY 4, 2025

Pinstripes Holdings, Inc.

Primary Offering of

Up to 23,985,000 Shares of Pinstripes Holdings Class A Common Stock Issuable Upon Exercise of the Warrants

Secondary Offering of

Up to 20,962,824 Outstanding Shares of Pinstripes Holdings Class A Common Stock

Up to 4,969,777 Shares of Pinstripes Holdings Class A Common Stock Issuable Upon Conversion of Pinstripes Holdings Series B-1 Common Stock, Pinstripes Holdings Series B-2 Common Stock and Pinstripes Holdings Series B-3 Common Stock

Up to 647,011 Shares of Pinstripes Holdings Class A Common Stock Issuable Upon Exercise of Pinstripes Options

Up to 172,806 Shares of Pinstripes Holdings Class A Common Stock Issuable Upon the Vesting of Restricted Stock Units

Up to 11,910,000 Shares of Pinstripes Holdings Class A Common Stock Issuable Upon Exercise of Private Placement Warrants

Up to 2,912,500 Shares of Pinstripes Holdings Class A Common Stock Issuable Upon Exercise of the Oaktree Tranche 1 Warrants

Up to 524,250 Shares of Pinstripes Holdings Class A Common Stock Issuable Upon Exercise of the Oaktree Tranche 2 Warrants

Up to 29,292 Shares of Pinstripes Holdings Class A Common Stock Issuable Upon Exercise of the Silverview Tranche 3 Warrants

Up to 11,910,000 Private Placement Warrants to Purchase Pinstripes Holdings Class A Common Stock

The securities to be offered using this combined prospectus relate to the issuance by Pinstripes Holdings, Inc., a Delaware corporation (“Pinstripes Holdings,” the “Company,” “we,” “us,” or “our” and, prior to the Business Combination (as defined below), “Banyan”) of up to 23,985,000 shares of Class A common stock, par value $0.0001 per share of Pinstripes Holdings (“Pinstripes Holdings Class A Common Stock”). Of these shares:

(i)12,075,000 shares of Pinstripes Holdings Class A Common Stock that are issuable upon the exercise of the warrants sold as part of the units in the Company’s initial public offering (“IPO”) whether they were purchased in the IPO or thereafter in the open market (the “Public Warrants”); and

(ii)11,910,000 shares of Pinstripes Holdings Class A Common Stock issuable upon exercise of the warrants originally issued to Banyan Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and BTIG, LLC and I-Bankers Securities, Inc. (together, the “IPO Underwriters”) in a private placement simultaneously with the closing of the IPO (the “Private Placement Warrants” and, together with the Public Warrants, the “Warrants”).

In addition, this prospectus also relates to the offer and sale from time to time in one or more offerings, by the selling securityholders identified in this prospectus, or their permitted transferees, donees, pledgees and other successors-in-interest (the “Selling Securityholders”) of up to an aggregate of 37,158,683 shares of Pinstripes Holdings Class A Common Stock, of which:

(i)4,172,025 outstanding shares of Pinstripes Holdings Class A Common Stock consist of (a) 2,646,250 outstanding shares of Pinstripes Holdings Class A Common Stock that were issued upon conversion on a one-for-one basis of 2,646,250 shares of Class B Common Stock, par value $0.0001 per share, of Banyan (“Banyan Class B Common Stock” and, together with the Class A common stock, par value $0.0001 per share, of Banyan (“Banyan Class A Common Stock”), the “Banyan Common Stock”), originally issued to the Sponsor at a purchase price of approximately $0.003 per share before the IPO, of which (1) 2,596,762 shares continue to be held as Pinstripes Holdings Class A Common Stock by the Sponsor and (2) 49,488 shares that were assigned and sold by the Sponsor to certain holders of the Sponsor for a purchase price of $0.003 per share before the IPO, (b) 1,018,750 shares that were, upon closing of the Business Combination 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, Pinstripes, Inc., a Delaware corporation (“Pinstripes”) and Panther Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Banyan (the “Business Combination”), effectively re-issued as Pinstripes Holdings Class A Common Stock to certain investors in Banyan in consideration of their agreement not to redeem their respective shares of Banyan Class A Common Stock in connection with Banyan’s extension meeting held on April 21, 2023, after being forfeited as Banyan Common Stock by certain holders of the Sponsor, and (c) 507,025 shares of Pinstripes Holdings Class A Common Stock that were, upon closing of the Business Combination, effectively re-issued as shares of Pinstripes Holdings Common Stock to holders of Series I Convertible Preferred Stock of Pinstripes (“Pinstripes Series I Convertible Preferred Stock”) in consideration of

their agreement by the affiliates of Middleton Partners, an investment firm of which Keith Jaffee is the Chairman, to invest an aggregate of $21,266,200;

(ii)11,771,022 outstanding shares of Pinstripes Holdings Class A Common Stock (the “Pinstripes Affiliate Shares”) consist of 11,669,311 outstanding shares of Pinstripes Holdings Class A Common Stock that were issued to stockholders of Pinstripes, that were executive officers, directors and other affiliates of Pinstripes Holdings (the “Pinstripes Affiliates”) in the Business Combination in exchange for their shares of common stock, par value $0.01 per share of Pinstripes (“Pinstripes Common Stock”), including shares of Pinstripes Common Stock that were issued upon conversion of shares of preferred stock, par value $0.01 per share of Pinstripes (“Pinstripes Preferred Stock”) which Pinstripes Affiliate Shares were, at various times prior to the Business Combination, acquired by the Pinstripes Affiliates; provided, that the Pinstripes Affiliates Shares include 1,242,975 shares of Pinstripes Holdings Class A Common Stock that were re-issued to the Pinstripes Affiliates after being forfeited as Banyan Common Stock by the certain holders of the Sponsor and which shares of Banyan Common Stock were initially issued to the Sponsor in a private placement at a purchase price of $0.003 per share before the IPO, and some of which were assigned and sold by the Sponsor to certain holders of the Sponsor for a purchase price of $0.003 per share before the IPO;

(iii)50,000 outstanding shares of Pinstripes Holdings Class A Common Stock that were issued to Roth Capital Partners LLC in settlement of $0.5 million of transaction costs incurred by Pinstripes for financial advisor, legal and other professional services (accordingly, at an effective price of $10.00 per share);

(iv)4,696,777 shares of Pinstripes Holdings Class A Common Stock issuable upon conversion of the Series B-1 common stock, par value $0.0001 per share of Pinstripes Holdings (“Pinstripes Holdings Series B-1 Common Stock”), Series B-2 common stock, par value $0.0001 per share of Pinstripes Holdings (“Pinstripes Holdings Series B-2 Common Stock”) and Series B-3 common stock, par value $0.0001 per share Pinstripes Holdings (“Pinstripes Holdings Series B-3 Common Stock” and, together with Pinstripes Holdings Series B-1 Common Stock and Pinstripes Holdings Series B-2 Common Stock, the “Pinstripes Holdings Class B Common Stock”), of which (a) 915,000 shares are issuable upon conversion of 915,000 shares of Pinstripes Holdings Series B-1 Common Stock that were issued, in connection with the consummation of the Business Combination, on a one-for-one basis in exchange for 915,000 shares of Banyan Common Stock, which shares were initially issued to the Sponsor in a private placement at purchase price of $0.003 per share before the IPO, of which 896,104 shares continued to be held by the Sponsor until the closing of the Business Combination and 18,896 shares were assigned and sold by the Sponsor to certain holders of the Sponsor for a purchase price of $0.003 per share before the IPO, (b) 915,000 shares are issuable upon conversion of 915,000 shares of Pinstripes Holdings Series B-2 Common Stock that were issued, in connection with the consummation of the Business Combination, on a one-for-one basis in exchange for 915,000 shares of Banyan Common Stock, which were initially issued to the Sponsor in a private placement at an effective purchase price of $0.003 per share before the IPO, of which 896,103 shares continued to be held by the Sponsor until the closing of the Business Combination and 18,897 shares were assigned and sold by the Sponsor to the certain holders of the Sponsor for a purchase price of $0.003 per share before the IPO, (c) 872,160 shares are issuable upon conversion of 872,160 shares of Pinstripes Holdings Series B-1 Common Stock that were issued to Pinstripes Affiliates in the Business Combination as additional consideration in exchange for their shares of Pinstripes Common Stock (d) 872,160 shares are issuable upon conversion of 872,160 shares of Pinstripes Holdings Series B-2 Common Stock that were issued to Pinstripes Affiliates in the Business Combination as additional consideration in exchange for their shares of Pinstripes Common Stock and (e) 1,395,457 shares are issuable upon conversion of 1,395,457 shares of Pinstripes Holdings Series B-3 Common Stock that were issued to Pinstripes Affiliates in the Business Combination as additional consideration in exchange for their shares of Pinstripes Common Stock;

(v)up to 647,011 shares of Pinstripes Holdings Class A Common Stock issuable upon exercise of options to purchase Pinstripes Holdings Class A Common Stock (the “Pinstripes Holdings Options”) that were issued to Pinstripes Affiliates in exchange for their options to purchase shares of Pinstripes Common Stock that were outstanding prior to the Business Combination (the “Pinstripes Options”) which Pinstripes Options were initially issued as consideration for service as directors and officers;

(vi)up to 172,806 shares of Pinstripes Holdings Class A Common Stock issuable upon the vesting of restricted stock units that were issued to non-employee directors of Pinstripes Holdings on January 19, 2024, as consideration of their service as directors of Pinstripes Holdings (the “RSUs”);

(vii) up to 11,910,000 shares of Pinstripes Holdings Class A Common Stock issuable upon exercise of the Private Placement Warrants, at an exercise price of $11.50 per share, of which (a) 10,860,000 were issued to the Sponsor at an effective purchase price of $1.00 per share in connection with the closing of the IPO and (b) 1,050,000 were issued to the IPO Underwriters at an effective purchase price of $1.00 per share;

(viii)up to 2,912,500 shares of Pinstripes Holdings Class A Common Stock issuable upon exercise of the warrants (the “Oaktree Tranche 1 Warrants”) issued by Pinstripes Holdings to Oaktree Capital Management, L.P. (“Oaktree”), in connection with the closing of the Business Combination and the $50.0 million loan pursuant to that certain Loan Agreement, dated as of December 29, 2023, by and among Pinstripes, Pinstripes Holdings, Oaktree Fund Administration, LLC, as agent (the “Oaktree Agent”) and the lenders party thereto (the “Oaktree Loan Agreement”);

(ix)524,250 shares of Pinstripes Holdings Class A Common Stock consist of (a) up to 174,750 shares of Pinstripes Holdings Class A Common Stock issuable upon exercise of the warrants issued by Pinstripes Holdings to Oaktree on November 27, 2024, in connection with the $3.0 million draw of the up to $50.0 million loan (an “Oaktree Tranche 2 Loan”, and the warrants issued in connection with an Oaktree Tranche 2 Loan, the “Oaktree Tranche 2 Warrants”) pursuant to that certain Oaktree Loan Agreement (as amended by the First Amendment, dated as of September 3, 2024, the “Amended Oaktree Loan Agreement”) and (b) up to 349,500 shares of Pinstripes Holdings Class A Common Stock issuable upon exercise of the Oaktree Tranche 2 Warrants in connection with the $6.0 million draw of the up to $50.0 million Oaktree Tranche 2 Loan pursuant to that certain Amended Oaktree Loan Agreement (as amended by the Second Amendment, dated as of January 17, 2025, the “Second Amended Oaktree Loan Agreement”); and

(x)up to 29,292 shares of Pinstripes Holdings Class A Common Stock issuable upon exercise of the warrants 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 September 3, 2024 (collectively, the “Silverview Tranche 3 Warrants”), in connection with the $2.0 million loan (the “Silverview Tranche 3 Loan”) pursuant to that certain Silverview Loan Agreement, dated as of December 29, 2023, by and among Pinstripes, Pinstripes Holdings, Silverview Credit Partners LP (“Silverview”), 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 (the “Amended Silverview Loan Agreement”).

On August 1, 2024, the Sponsor transferred 250,000 shares of Pinstripes Holdings Class A Common Stock, and, on August 2, 2024, distributed 2,346,762 shares of Pinstripes Holdings Class A Common Stock, 896,104 shares of Pinstripes Holdings Series B-1 Common Stock, 896,103 shares of Pinstripes Holdings Series B-2 Common Stock and 10,860,000 Private Placement Warrants, to entities affiliated with the Sponsor.

The Selling Securityholders may also, from time to time in one or more offerings, offer and sell 11,910,000 Private Placement Warrants.

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 and Private Placement Warrants.

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 is listed on the New York Stock Exchange under the ticker symbol “PNST” and our Public Warrants are trading on OTC Pink Marketplace under the ticker symbol “PNSTW”. On January 29, 2025, the closing price of Pinstripes Holdings Class A Common Stock was $0.460 per share and the closing price of the Public Warrants was $0.008. 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” beginning on page 12 of this prospectus, and in our periodic filings with the SEC and other filings that have been made or will be made with the SEC by the Company, as applicable, and the other information included in this prospectus for a discussion of factors you should consider before investing in our securities. 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 $0.460 on January 29, 2025, (i) the holders of the 4,172,025 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 $0.457 per share and an aggregate profit of approximately $1,906,615.00 if they each sold all of their Pinstripes Holdings Class A Common Stock, (ii) the holders of the 1,018,750 shares of Pinstripes Holdings Class A Common Stock issued to the Non-Redeeming Investors (which were issued for no cash consideration but in consideration of their agreement not to redeem their respective shares of Banyan Class A Common Stock in connection with Banyan’s extension meeting held on Apri

l 21, 2023) would realize a potential profit of approximately $0.46 per share and an aggregate profit of approximately $468,625.00 if they each sold all of their Pinstripes Holdings Class A Common Stock and (iii) the holders of the Oaktree Tranche 1 Warrants, Oaktree Tranche 2 Warrants and Silverview Tranche 3 Warrants would realize a potential profit of approximately $0.45 per share and an aggregate profit of approximately $1,546,538.00 if they exercised all of the up to 3,436,750 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 Warrants (if any) for cash, but not from the sale of the shares of Pinstripes Holdings Class A Common Stock issuable upon such exercise. However, the exercise price of the Warrants is $11.50 per share, which exceeds the trading price of the Pinstripes Holdings Class A Common Stock of $0.008 per share based on the closing price on the OTC Pink Marketplace on January 28, 2025, and we believe that, for so long as the Warrants are “out of the money,” the holders thereof are not likely to exercise the Warrants. Therefore, unless the trading price of the Pinstripes Holdings Class A Common Stock increases significantly, we do not expect to receive any cash proceeds from any such exercise, and the Warrants are unlikely to have any positive effect on our liquidity in the near term. See “Use of Proceeds”.

Assuming the exercise of each of the Oaktree Tranche 1 Warrants, Oaktree Tranche 2 Warrants and Silverview Tranche 3 Warrants being offered pursuant to this prospectus for cash, we will receive an aggregate of approximately $1,546,538.00, 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 of the Oaktree Tranche 1 Warrants, 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.

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 12 of this prospectus, and in our periodic filings with the SEC and other filings that have been made or will be made with the SEC by the Company, as applicable.

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 , 2025.

TABLE OF CONTENTS


			Page
About This Prospectus			1
Cautionary Note Regarding Forward-Looking Statements			3
Prospectus Summary			5
The Offering			9
Risk Factors			12
Use of Proceeds			13
Description of Securities			14
Beneficial Ownership of Securities			30
Selling Securityholders			32
Material United States Tax Consequences To Holders Of Common Stock And Warrants			47
Plan of Distribution			52
Experts			56
Validity of Securities			56
Where You Can Find More Information			57
Incorporation of Certain Information By Reference			58


Issuer						Pinstripes Holdings, Inc. (f/k/a Banyan Acquisition Corporation).

Issuance of Pinstripes Class A Common Stock

Shares of Pinstripes Holdings Class A Common Stock offered						An aggregate of up to 23,985,000 shares, which consists of: (i)up to 12,075,000 shares issuable upon the exercise of the Public Warrants; and (ii)up to 11,910,000 shares issuable upon the exercise of the Private Placement Warrants.

Shares of Pinstripes Holdings Class A Common Stock outstanding prior to exercise of Warrants						41,212,355 shares as of the close of business on January 29, 2025.

Shares of Pinstripes Holdings Class A Common Stock outstanding assuming exercise of all Warrants						65,197,355 shares (based on total shares outstanding as of the close of business on January 29, 2025).

Exercise price of Warrants						$11.50 per share, subject to adjustment as described herein.

Use of proceeds						We will receive 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” beginning on page 12 of this prospectus, and in our periodic filings with the SEC and other filings that have been made or will be made with the SEC by the Company, as applicable, 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” for Pinstripes Holdings Class A Common Stock.


Offering and Resale of Pinstripes Holdings Class A Common Stock

Shares of Pinstripes Holdings Class A Common Stock offered by the Selling Securityholders						An aggregate of up to 37,158,683 shares, which consist of: (i)20,962,824 outstanding shares, which includes 4,696,777 shares issuable upon conversion of Pinstripes Holdings Class B Common Stock; (ii)647,011 shares issuable upon exercise of Pinstripes Holdings Options; (iii)up to 172,806 shares issuable upon the vesting of the RSUs; (iv)up to 11,910,000 shares issuable upon exercise Private Placement Warrants; (v)up to 2,912,500 shares issuable upon exercise of the Oaktree Tranche 1 Warrants; (vi)up to 524,250 shares issuable upon exercise of the Oaktree Tranche 2 Warrants; and (vii)up to 29,292 shares issuable upon exercise of the Silverview Tranche 3 Warrants.

Private Placement Warrants offered by the Selling Securityholders						11,900,000 Private Placement Warrants that were originally purchased at a price of $1.00 per warrant.

Shares of Pinstripes Holdings Class A Common Stock outstanding prior to exercise of Oaktree Tranche 1 Warrants, Oaktree Tranche 2 Warrants and Silverview Tranche 3 Warrants						41,212,355 shares as of the close of business on January 29, 2025.

Shares of Pinstripes Holdings Class A Common Stock outstanding assuming exercise of all Oaktree Tranche 1 Warrants, Oaktree Tranche 2 Warrants and Silverview Tranche 3 Warrants						65,197,355 shares (based on total shares outstanding as of the close of business on January 29, 2025).

Use of proceeds						We will not receive any proceeds from the sale of our securities by the Selling Securityholders pursuant to this prospectus. Assuming the exercise of the Private Placement Warrants, Oaktree Tranche 1 Warrants, Oaktree Tranche 2 Warrants and Silverview Tranche 3 Warrants being offered pursuant to this prospectus for cash, we will receive an aggregate of approximately $12,222,654.20 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 of the Private Placement Warrants, Oaktree Tranche 1 Warrants, Oaktree Tranche 2 Warrants and Silverview Tranche 3 Warrants are exercised on a “cashless basis,” we would not receive any proceeds from the exercise of such warrants.

Risk Factors						See “Risk Factors” beginning on page 12 of this prospectus, and in our periodic filings with the SEC and other filings that have been made or will be made with the SEC by the Company, as applicable, 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” = for Pinstripes Holdings Class A Common Stock.


	Fair Market Value of Pinstripes Holdings Class A Common Stock
Redemption Date (period to expiration of warrants)	$10.00	$11.00	$12.00	$13.00	$14.00	$15.00	$16.00	$17.00	$18.00
60 months	0.261	0.281	0.297	0.311	0.324	0.337	0.348	0.358	0.361
57 months	0.257	0.277	0.294	0.310	0.324	0.337	0.348	0.358	0.361
54 months	0.252	0.272	0.291	0.307	0.322	0.335	0.347	0.357	0.361
51 months	0.246	0.268	0.287	0.304	0.320	0.333	0.346	0.357	0.361
48 months	0.241	0.263	0.283	0.301	0.317	0.332	0.344	0.356	0.361
45 months	0.235	0.258	0.279	0.298	0.315	0.330	0.343	0.356	0.361
42 months	0.228	0.252	0.274	0.294	0.312	0.328	0.342	0.355	0.361
39 months	0.221	0.246	0.269	0.290	0.309	0.325	0.340	0.354	0.361
36 months	0.213	0.239	0.263	0.285	0.305	0.323	0.339	0.353	0.361
33 months	0.205	0.232	0.257	0.280	0.301	0.320	0.337	0.352	0.361
30 months	0.196	0.224	0.250	0.274	0.297	0.316	0.335	0.351	0.361
27 months	0.185	0.214	0.242	0.268	0.291	0.313	0.332	0.350	0.361
24 months	0.173	0.204	0.233	0.260	0.285	0.308	0.329	0.348	0.361
21 months	0.161	0.193	0.223	0.252	0.279	0.304	0.326	0.347	0.361
18 months	0.146	0.179	0.211	0.242	0.271	0.298	0.322	0.345	0.361
15 months	0.130	0.164	0.197	0.230	0.262	0.291	0.317	0.342	0.361
12 months	0.111	0.146	0.181	0.216	0.250	0.282	0.312	0.339	0.361
9 months	0.090	0.125	0.162	0.199	0.237	0.272	0.305	0.336	0.361
6 months	0.065	0.099	0.137	0.178	0.219	0.259	0.296	0.331	0.361
3 months	0.034	0.065	0.104	0.150	0.197	0.243	0.286	0.326	0.361
0 months	—	—	0.042	0.115	0.179	0.233	0.281	0.323	0.361

SEC Form S-3 filed by Pinstripes Holdings Inc.