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, 2023


☐	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 15, 2023, there were 5,998,687 shares of Class A common stock, $0.0001 par value, and 5,245,000 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, 2023

TABLE OF CONTENTS

		Page
Part I. Financial Information
Item 1. Financial Statements
Condensed Balance Sheets as of March 31, 2023 (Unaudited) and December 31, 2022		3
Condensed Statements of Operations for the Three Months Ended March 31, 2023 and 2022 (Unaudited)		4
Condensed Statements of Changes in Stockholders’ Deficit for the Three Months Ended March 31, 2023 and 2022 (Unaudited)		5
Condensed Statements of Cash Flows for the Three Months Ended March 31, 2023 and 2022 (Unaudited).		6
Notes to Condensed Financial Statements (Unaudited)		7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		21
Item 3. Quantitative and Qualitative Disclosures About Market Risk		25
Item 4. Controls and Procedures		25
Part II. Other Information
Item 1. Legal Proceedings		26
Item 1A. Risk Factors		26
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		26
Item 3. Defaults Upon Senior Securities		26
Item 4. Mine Safety Disclosures		26
Item 5. Other Information		27
Item 6. Exhibits		28
Part III. Signatures		29

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

BANYAN ACQUISITION CORPORATION

CONDENSED BALANCE SHEETS


	March 31,		December 31,
	2023		2022
	(unaudited)
Assets
Current assets:
Cash	$	1,903,164	$	510,893
Prepaid expenses - current		277,795		256,157
Total Current Assets		2,180,959		767,050
Noncurrent assets:
Treasury securities held in trust account		251,139,962		250,326,857
Prepaid expenses - noncurrent		—		12,764
Total Noncurrent Assets		251,139,962		250,339,621
Total Assets	$	253,320,921	$	251,106,671
Liabilities, Redeemable Class A Common Stock and Stockholders’ Deficit
Current liabilities:
Accrued expenses	$	140,000	$	—
Income tax payable		1,346,142		783,546
Accrued franchise tax expense		49,315		193,490
Accounts payable		129,064		244,891
Total Current Liabilities		1,664,521		1,221,927
Noncurrent liabilities:
Warrant liability		1,052,395		599,875
Deferred underwriter’s fee payable		9,660,000		9,660,000
Total Noncurrent Liabilities		10,712,395		10,259,875
Total Liabilities		12,376,916		11,481,802
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		251,139,962		250,326,857
Stockholders’ 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, excluding 24,150,000 shares subject to possible redemption		—		—
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		—		—
Accumulated deficit		(10,196,682)		(10,702,713)
Total Stockholders’ Deficit		(10,195,957)		(10,701,988)
Total Liabilities, Redeemable Class A Common Stock and Stockholders’ Deficit	$	253,320,921	$	251,106,671

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

Table of Contents

BANYAN ACQUISITION CORPORATION

CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)


	For the
	Three Months Ended
	March 31,
	2023		2022
Operating expenses:
Warrant issuance expense	$	—	$	500,307
Exchange listing fees		21,020		100,188
Legal fees		140,000		95,000
General, administrative, and other expenses		217,210		228,021
Total operating expenses		378,230		923,516
Loss from operations		(378,230)		(923,516)

Other income (expenses):
Change in fair value of warrant liability		(452,520)		10,300,756
Interest income on cash held in bank account		10,831		—
Interest income on treasury securities held in Trust Account		2,717,515		—
Unrealized (loss) gain on treasury securities held in Trust Account		(15,864)		65,397
Other income		2,259,962		10,366,153
Income loss before provision for income taxes		1,881,732		9,442,637
Provision for income taxes		(562,596)		—
Net income	$	1,319,136	$	9,442,637

Basic and diluted weighted average shares outstanding, Class A common stock		24,125,000		17,978,833

Basic and diluted net income per share, Class A common stock	$	0.04	$	0.37

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

Basic and diluted net income per share, Class B common stock	$	0.04	$	0.37

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

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BANYAN ACQUISITION CORPORATION

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT


FOR THE THREE MONTHS ENDED MARCH 31, 2023

	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, 2022	24,150,000	$	250,326,857	7,245,000	$	725	$	—	$	(10,702,713)	$	(10,701,988)
Remeasurement of Class A common stock to redemption value	—		813,105	—		—		—		(813,105)		(813,105)
Net income	—		—	—		—		—		1,319,136		1,319,136
Balance – March 31, 2023 (unaudited)	24,150,000	$	251,139,962	7,245,000	$	725	$	—	$	(10,196,682)	$	(10,195,957)


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		Equity (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 value	—		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)

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

Table of Contents

BANYAN ACQUISITION CORPORATION

CONDENSED STATEMENTS OF CASH FLOWS


	For the Three Months Ended
	March 31,
	2023		2022
	(unaudited)		(unaudited)
Cash Flows from Operating Activities:
Net income (loss)	$	1,319,136	$	9,442,637
Adjustments to reconcile net income to net cash used in operating activities:
Interest income on treasury securities held in Trust Account		(2,717,515)		—
Unrealized loss (gain) on short term -investments held in Trust Account		15,864		(65,397)
Change in fair value of warrant liability		452,520		(10,300,756)
Warrant issuance expense		—		500,307
Changes in operating assets and liabilities:
Prepaid expenses		(8,874)		(513,870)
Accrued expenses		140,000		282,821
Income tax payable		562,596		—
Accounts payable		(115,827)		69,112
Accrued offering costs		—		(363,952)
Accrued franchise tax		(144,175)		50,000
Net cash used in operating activities		(496,275)		(899,098)

Cash Flows from Investing Activities:
Investment of cash in Trust Account		—		(246,330,000)
Withdrawal from Trust Account for taxes		1,888,546		—
Net cash provided by (used in) investing activities		1,888,546		(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
Payment of promissory note – related party		—		(289,425)
Deferred offering costs		—		(92,391)
Net cash (used in) provided by financing activities		—		248,198,184

Net Change in Cash		1,392,271		969,086
Cash – Beginning		510,893		54,057
Cash – Ending	$	1,903,164	$	1,023,143

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	$	813,105	$	27,041,620
Deferred underwriter fee payable	$	—	$	9,660,000
Initial measurement of warrant liability	$	—	$	14,904,212

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, 2023

(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, 2023, the Company had not commenced any operations. All activity for the period from March 10, 2021 (inception) through March 31, 2023, 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. 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 Placement 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 Placement 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.

Table of Contents

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from whom shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury has been given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. The Company is assessing the potential impact of the IR Act on its 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, 2023, the Company had $1,903,164 in operating cash and working capital of $516,438.

The Company’s liquidity n

SEC Form 10-Q filed by Banyan Acquisition Corporation