UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)


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

For the quarterly period ended March 31, 2022


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

For the transition period from to

Commission File Number: 001- 41236

BANYAN ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

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

400 Skokie Blvd

Suite 820

Northbrook, Illinois 60062

(Address of principal executive offices)

(847) 757-3812

(Issuer’s telephone number)

N/A

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

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

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

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

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

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

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

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

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

As of May 16, 2022, there were 24,150,000 shares of Class A common stock, $0.0001 par value, and 7,245,000 shares of Class B common stock, $0.0001 par value, issued and outstanding.

Table of Contents

BANYAN ACQUISITION CORPORATION

FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2022

TABLE OF CONTENTS


		Page
Part I. Financial Information
Item 1. Financial Statements
Condensed Balance Sheets as of March 31, 2022 (unaudited) and December 31, 2021		1
Condensed Statement of Operations for the Three Months Ended March 31, 2022 (unaudited) and for the period from March 10, 2021 (inception) through March 31, 2021.		2
Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2022 (unaudited) and for the period from March 10, 2021 (inception) through March 31, 2021.		3
Condensed Statement of Cash Flows for the Three Months Ended March 31, 2022 (unaudited) and for the period from March 10, 2021 (inception) through March 31, 2021.		4
Notes to Condensed Financial Statements (unaudited)		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		18
Item 3. Quantitative and Qualitative Disclosures About Market Risk		21
Item 4. Controls and Procedures		21
Part II. Other Information
Item 1. Legal Proceedings		22
Item 1A. Risk Factors		22
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		22
Item 3. Defaults Upon Senior Securities		22
Item 4. Mine Safety Disclosures		22
Item 5. Other Information		22
Item 6. Exhibits		23
Part III. Signatures		24

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PART I—FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

BANYAN ACQUISITION CORPORATION

CONDENSED BALANCE SHEETS


	March 31,		December 31,
	2022		2021
	(unaudited)
Assets
Current assets:
Cash	$	1,023,143	$	54,057
Prepaid expenses - current		314,456		—
Total Current Assets		1,337,599		54,057
Noncurrent assets:
Treasury securities held in trust account		246,395,397		—
Prepaid expenses - noncurrent		199,414		—
Deferred offering costs associated with the initial public offering		—		615,563
Total Noncurrent Assets		246,594,811		615,563
Total Assets	$	247,932,410	$	669,620
Liabilities, Redeemable Class A Common Stock and Stockholders’ Equity (Deficit)
Current liabilities:
Accrued expenses	$	295,711	$	12,890
Accounts payable		69,112		—
Accrued offering costs		605		364,557
Promissory note – related party		—		289,425
Total Current Liabilities		365,428		666,872
Noncurrent liabilities:
Warrant liability		4,603,457		—
Deferred underwriter’s fee payable		9,660,000		—
Total Noncurrent Liabilities		14,263,457		—
Total Liabilities		14,628,885		666,872
Commitments and Contingencies (Note 8)
Redeemable Class A Common Stock
Class A common stock, $0.0001 par value; 240,000,000 shares authorized; 24,150,000 and no shares issued and outstanding subject to possible redemption, respectively		246,395,397		—
Stockholders’ Equity (Deficit):
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; none issued and outstanding		—		—
Class A common stock, $0.0001 par value; 240,000,000 shares authorized; none issued and outstanding		—		—
Class B common stock, $0.0001 par value; 60,000,000 shares authorized; 7,245,000 shares issued and outstanding		725		725
Additional paid-in capital		—		24,275
Accumulated deficit		(13,092,597)		(22,252)
Total Stockholders’ Equity (Deficit)		(13,091,872)		2,748
Total Liabilities, Redeemable Class A Common Stock and Stockholders’ Equity (Deficit)	$	247,932,410	$	669,620

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

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BANYAN ACQUISITION CORPORATION

CONDENSED STATEMENT OF OPERATIONS


			For the
			Period
			From
			March 10,
	Three		2021
	Months		(Inception)
	Ended		Through
	March 31,		March 31,
	2022		2021
	(unaudited)		(unaudited)
Expenses:
Warrant issuance expense	$	500,307	$	—
Exchange listing fees		100,188		—
Legal fees		95,000		—
General, administrative, and other expenses		228,021		30,453
Total expenses		923,516		30,453
Loss from operations		(923,516)		(30,453)

Other income:
Change in fair value of warrant liability		10,300,756		—
Unrealized gain on treasury securities held in Trust Account		65,397		—
Other income		10,366,153		—
Net income (loss)	$	9,442,637	$	(30,453)

Basic and diluted weighted average shares outstanding, Class A common stock		17,978,833		—

Basic and diluted net income per share, Class A common stock	$	0.37	$	—

Basic and diluted weighted average shares outstanding, Class B common stock (1)		7,245,000		7,500,000

Basic and diluted net income per share, Class B common stock	$	0.37	$	0.00

(1) Excludes up to 1,125,000 shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter for the period from March 10, 2021 (inception) through March 31, 2021. The Company surrendered 1,725,000 shares of Class B Common Stock on November 30, 2021 and issued an additional 345,000 shares of Class B common stock on January 19, 2022 pursuant to a stock split by way of a stock dividend for no additional consideration. The underwriters exercised the over-allotment option in full on January 24, 2022. See Note 6.

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

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BANYAN ACQUISITION CORPORATION

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)


FOR THE THREE MONTHS ENDED MARCH 31, 2022

	Class A Common Stock
	Subject to			Class B			Additional			Total
	Possible Redemption			Common Stock			Paid-in	Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital	Deficit		Deficit
Balance – December 31, 2021	—	$	—	7,245,000	$	725	24,275	$	(22,252)	$	2,748
Issuance of Units in IPO	24,150,000		219,353,777	—		—	—		—		—
Deemed capital contribution from issuance of private warrants	—		—	—		—	4,504,363		—		4,504,363
Remeasurement of Class A common stock to redemption value at IPO	—		26,976,223	—		—	(4,528,638)		(22,447,585)		(26,976,223)
Remeasurement of Class A common stock to redemption	—		65,397	—		—	—		(65,397)		(65,397)
Net income	—		—	—		—	—		9,442,637		9,442,637
Balance – March 31, 2022 (unaudited)	24,150,000	$	246,395,397	7,245,000	$	725	—	$	(13,092,597)	$	(13,091,872)


FOR THE PERIOD FROM MARCH 10, 2021 (INCEPTION) THROUGH MARCH 31, 2021

	Class A Common Stock
	Subject to			Class B			Additional			Total
	Possible Redemption			Common Stock			Paid-in	Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital	Deficit		Deficit
Balance – March 10, 2021 (inception)	—	$	—	—	$	—	—	$	—	$	—
Issuance of Class B common stock to Sponsor (1)	—		—	8,625,000		863	24,137		—		25,000
Net income	—		—	—		—	—		(30,453)		(30,453)
Balance – March 31, 2021 (unaudited)	—	$	—	8,625,000	$	863	24,137	$	(30,453)	$	(5,453)

(1) Includes up to 1,125,000 shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter. The Company surrendered 1,725,000 shares of Class B Common Stock on November 30, 2021 and issued an additional 345,000 shares of Class B common stock on January 19, 2022 pursuant to a stock split by way of a stock dividend for no additional consideration. The underwriters exercised the over-allotment option in full on January 24, 2022. See Note 6.

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

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BANYAN ACQUISITION CORPORATION

CONDENSED STATEMENT OF CASH FLOWS


			For the
			Period
			From
			March 10,
	Three		2021
	Months		(Inception)
	Ended		Through
	March 31,		March 31,
	2022		2021
	(unaudited)		(unaudited)
Cash Flows from Operating Activities:
Net income (loss)	$	9,442,637	$	(30,453)
Adjustments to reconcile net income to net cash used in operating activities:
Unrealized gain on short term investments		(65,397)		—
Change in fair value of warrant liability		(10,300,756)		—
Warrant issuance expense		500,307		—
Franchise tax expense		50,000		—
Changes in operating assets and liabilities:
Prepaid expenses		(513,870)		—
Accrued expenses		282,821		30,453
Accounts payable		69,112		—
Accrued offering costs		(363,952)		—
Net cash used in operating activities		(899,098)		—

Cash Flows from Investing Activities:
Investment of cash in Trust Account		(246,330,000)		—
Net cash used in investing activities		(246,330,000)		—

Cash Flows from Financing Activities:
Proceeds from issuance of Units in IPO, net of underwriting fee		236,670,000		—
Proceeds from sale of private placement warrants		11,910,000		—
Proceeds from sale of Class B common stock to Sponsor		—		25,000
Payment of promissory note – related party		(289,425)		—
Deferred offering costs		(92,391)		—
Net cash provided by financing activities		248,198,184		25,000

Net Change in Cash		969,086		25,000
Cash – Beginning		54,057		—
Cash – Ending	$	1,023,143	$	25,000

Non-Cash Investing and Financing Activities:
Initial fair value of Class A common stock subject to possible redemption	$	219,353,777	$	—
Remeasurement of Class A common stock subject to possible redemption	$	27,041,620	$	—
Deferred underwriter fee payable	$	9,660,000	$	—
Initial measurement of warrant liability	$	14,904,212	$	—
Deferred offering costs included in accrued offering costs	$	—	$	197,995

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

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BANYAN ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2022

(Unaudited)

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Banyan Acquisition Corporation (the “Company”) is a blank check company incorporated in Delaware on March 10, 2021. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”).

As of March 31, 2022, the Company had not commenced any operations. All activity for the period from March 10, 2021 (inception) through March 31, 2022 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and pursuit of a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of unrealized gains and interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

Financing

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

Following the closing of the Initial Public Offering on January 24, 2022, $246,330,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Warrants was placed in a trust account (“Trust Account”), located in the United States which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 15 months from January 24, 2022 (or up to 21 months from January 24, 2022 if the Company extends the time to complete a business combination) (the “Combination Period”), the closing of the Initial Public Offering.

Risks and Uncertainties

Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements.

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

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

Liquidity, Capital Resources and Going Concern

As of March 31, 2022 and December 31, 2021, the Company had $1,023,143 and $54,057 in operating cash, respectively, and working capital (deficit) of $972,171 and $(612,815), respectively.

Table of Contents

The Company’s liquidity needs up to March 31, 2022 had been satisfied through a payment from the Sponsor of $25,000 for Class B common stock, par value $0.0001 per share (“Class B common stock” and shares thereof, “Founder Shares”), the Initial Public Offering and the issuance of the Private Placement Warrants. Additionally, the Company drew on an unsecured promissory note to pay certain offering costs (see Note 5).

The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statem

SEC Form 10-Q filed by Banyan Acquisition Corporation