--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-24-001803" form_type: "8-K" ticker: null cik: "0001852633" company_name: "Pinstripes Holdings, Inc." filed_at: "2024-01-05T23:59:59+00:00" generated_at: "2026-06-07T03:27:51.240811+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Pinstripes completes de-SPAC with Banyan, lists on NYSE as PNST; obtains $50M Oaktree loan ## Summary - Closed merger with Banyan Dec 29; Pinstripes now wholly-owned sub; PNST & PNST WS start Jan 2 on NYSE. - Post-close: 39.9M Class A, 3.4M each Series B-1/B-2, 4M Series B-3, 24M PNST warrants, 2.5M Oaktree warrants. - 2.65M shares redeemed at $10.76; $347K left in trust; 23.99M warrants outstanding. - Secured $50M Oaktree term loan (Tranche 1) due Dec 2028 at 12.5%+7.5%; also borrowed $5M more under Silverview loan. - CEO Dale Schwartz gets director designation rights based on ownership; registration rights agreement filed. ## SEC filing metadata - accession: 0001104659-24-001803 - form_type: 8-K - cik: 0001852633 - company_name: Pinstripes Holdings, Inc. - filed_at: 2024-01-05T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 3.03, 1.01, 2.01, 2.03, 3.02, 5.02, 4.01, 9.01, 5.01, 5.03, 5.05, 5.06, 7.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1852633/000110465924001803/0001104659-24-001803-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1852633/000110465924001803/tm241884d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-24-001803 - JSON: https://secwatch.observer/filing/0001104659-24-001803.json - Plain text: https://secwatch.observer/filing/0001104659-24-001803.txt ## Key facts - Debt Financings Pinstripes Holdings, Inc. incurred term loan of $50.0 million with Oaktree Fund Administration, LLC at 12.5% payable quarterly in arrears, at Pinstripes’ option either in cash or in k maturing December 29, 2028. - Instrument: term loan - Principal: $50.0 million - Counterparty: Oaktree Fund Administration, LLC - Rate: 12.5% payable quarterly in arrears, at Pinstripes’ option either in cash or in k - Maturity: December 29, 2028 - Event: incurrence source text: Also on December 29, 2023, immediately following consummation of the Business Combination, Pinstripes and the registrant entered into a Loan Agreement (the “Oaktree Loan Agreement”) with Oaktree Fund Administration, LLC, as agent (the “Agent”) and the lenders party thereto (the “Lenders), providing for a term loan of $50.0 million to Pinstripes (the “Tranche 1 Loan”). evidence_url: https://www.sec.gov/Archives/edgar/data/1852633/000110465924001803/0001104659-24-001803-index.htm - Debt Financings Pinstripes Holdings, Inc. incurred loan of $5.0 million with Silverview Credit Partners LP. - Instrument: loan - Principal: $5.0 million - Counterparty: Silverview Credit Partners LP - Event: incurrence source text: Also on December 29, 2023, immediately following the consummation of the Business Combination, Pinstripes borrowed an additional $5.0 million under the Loan Agreement, dated as of March 7, 2023 by and among Pinstripes, 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1852633/000110465924001803/0001104659-24-001803-index.htm - Executive change Otis Carter resigned as Director at Pinstripes Holdings, Inc.. - Action: resigned - Role: Director source text: each of Keith Jaffee, Bruce Lubin, Otis Carter and Peter Cameron resigned as a director evidence_url: https://www.sec.gov/Archives/edgar/data/1852633/000110465924001803/0001104659-24-001803-index.htm - Executive change Keith Jaffee resigned as Director at Pinstripes Holdings, Inc.. - Action: resigned - Role: Director source text: each of Keith Jaffee, Bruce Lubin, Otis Carter and Peter Cameron resigned as a director evidence_url: https://www.sec.gov/Archives/edgar/data/1852633/000110465924001803/0001104659-24-001803-index.htm - Executive change Peter Cameron resigned as Director at Pinstripes Holdings, Inc.. - Action: resigned - Role: Director source text: each of Keith Jaffee, Bruce Lubin, Otis Carter and Peter Cameron resigned as a director evidence_url: https://www.sec.gov/Archives/edgar/data/1852633/000110465924001803/0001104659-24-001803-index.htm - Executive change George Courtot resigned as Chief Financial Officer at Pinstripes Holdings, Inc.. - Action: resigned - Role: Chief Financial Officer source text: George Courtot resigned as the Company’s Chief Financial Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1852633/000110465924001803/0001104659-24-001803-index.htm - Executive change Bruce Lubin resigned as Director at Pinstripes Holdings, Inc.. - Action: resigned - Role: Director source text: each of Keith Jaffee, Bruce Lubin, Otis Carter and Peter Cameron resigned as a director evidence_url: https://www.sec.gov/Archives/edgar/data/1852633/000110465924001803/0001104659-24-001803-index.htm - Executive change Keith Jaffee resigned as Chief Executive Officer at Pinstripes Holdings, Inc.. - Action: resigned - Role: Chief Executive Officer source text: Keith Jaffee resigned as the Company’s Chief Executive Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1852633/000110465924001803/0001104659-24-001803-index.htm - Governance Changes Pinstripes Holdings, Inc.: Adopted a new Code of Ethics for Principal and Senior Financial Officers (effective 2023-12-29). - Change: code of ethics - Effective: 2023-12-29 source text: on December 29, 2023, the Board approved and adopted a new Code of Ethics for Principal and Senior Financial Officers evidence_url: https://www.sec.gov/Archives/edgar/data/1852633/000110465924001803/0001104659-24-001803-index.htm - Governance Changes Pinstripes Holdings, Inc.: Ceased to be a shell company upon the Closing as a result of the Business Combination. - Change: shell status source text: As a result of the Business Combination, the Company ceased to be a shell company upon the Closing. evidence_url: https://www.sec.gov/Archives/edgar/data/1852633/000110465924001803/0001104659-24-001803-index.htm - Governance Changes Pinstripes Holdings, Inc.: Amended and restated certificate of incorporation and adopted amended and restated bylaws in connection with the Business Combination. - Change: bylaw amendment source text: the Company filed a second amended and restated certificate of incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware and adopted amended and restated bylaws (the “Bylaws”). evidence_url: https://www.sec.gov/Archives/edgar/data/1852633/000110465924001803/0001104659-24-001803-index.htm - Governance Changes Pinstripes Holdings, Inc.: Changed fiscal year end from December 31 to the last Sunday in April effective upon the Closing. - Change: fiscal year change source text: Effective upon the Closing, the Company changed its fiscal year end from December 31 to the last Sunday in April. evidence_url: https://www.sec.gov/Archives/edgar/data/1852633/000110465924001803/0001104659-24-001803-index.htm - M&A Transactions Pinstripes Holdings, Inc. underwent a change of control involving Pinstripes, Inc. (closed 2023-12-29). - Action: change of control - Counterparty: Pinstripes, Inc. - Closing: 2023-12-29 source text: On December 29, 2023 (the "Closing Date"), the registrant consummated the previously announced business combination (the "Closing") pursuant to the Business Combination Agreement evidence_url: https://www.sec.gov/Archives/edgar/data/1852633/000110465924001803/0001104659-24-001803-index.htm - Material Agreements Pinstripes Holdings, Inc. entered into Oaktree Loan Agreement with Oaktree Capital Management, L.P. valued at $40 million Tranche 1 Loan; interest at 12.5% cash/pik and 7.5% cash/pik; maturity December 29, 2028 (effective 2023-12-29). - Action: entry - Agreement: credit facility - Counterparty: Oaktree Capital Management, L.P. - Value: $40 million Tranche 1 Loan; interest at 12.5% cash/pik and 7.5% cash/pik; maturity December 29, 2028 - Effective: 2023-12-29 source text: On December 29, 2023, Pinstripes and the Company entered into the Oaktree Loan Agreement on terms substantially the same as those set forth in the non-binding term sheet disclosed in a current report on Form 8-K filed by Banyan on December 19, 2023 and closed the Tranche 1 Loan. evidence_url: https://www.sec.gov/Archives/edgar/data/1852633/000110465924001803/0001104659-24-001803-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.