Current Report Filing (8-k)
April 21 2023 - 4:29PM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
April 21, 2023
BANYAN
ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-41236 |
|
86-2556699 |
(State or other jurisdiction
of
incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
400 Skokie Blvd
Suite
820
Northbrook,
Illinois 60062
(Address of principal executive offices)
(847) 757-3812
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
|
| ¨ |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
|
| ¨ |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
|
| ¨ |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
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 exercisable for one share of Class A common stock at an exercise price of $11.50 per share |
|
BYN.WS |
|
New York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
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.
Item 1.01 Entry into
a Material Definitive Agreement
On
April 21, 2023 (the “Meeting”), Banyan Acquisition Corporation (the “Company”) entered into an
amendment (the “Trust Amendment”) to the Investment Management Trust Agreement, dated as of January 19, 2022 (the
“Trust Agreement”), with Continental Stock Transfer & Trust Company. Pursuant to the Trust Amendment, the
Company has the right to extend the period by which it must complete a business combination by eight months from April 24, 2023
to December 24, 2023 (the “Extension Option”) without having to make any payment to the trust account established
in connection with the Company’s initial public offering. As reported in Item 5.07 below, the Trust Amendment was approved by
the Company’s stockholders at the reconvened special meeting of stockholders the Company’s (the “Meeting”)
on April 21, 2023.
On
April 21, 2023, the Company extended the time to complete a business combination by eight months from April 24, 2023 to December 24,
2023 pursuant to the Extension Option.
The
foregoing description of the Trust Amendment does not purport to be complete and is qualified in its entirety by reference to the Trust
Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
On
April 21, 2023, the Company filed an amendment (the “Charter Amendment”) to its amended and restated certificate of
incorporation (the “Charter”) with the Secretary of State for the State of Delaware. The Charter Amendment provides that (i) the
Company has the option to extend the period by which it must complete a business combination by eight months from April 24,
2023 to December 24, 2023 with such Extension Option exercisable upon at least two calendar days’ advance notice (by
April 22, 2023) and (ii) each of the holders of shares of the Company’s Class B common stock
(“Class B Common Stock”) has the right at any time to convert any and all of its shares of the Company’s
Class B Common Stock to shares of the Company’s Class A common stock (“Class A Common Stock” and,
together with the Class B Common Stock, the “Common Stock”) on a one-for-one basis prior to the closing of a
business combination at the election of such holder. As reported in Item 5.07 below, the Charter Amendment was approved by the
Company’s stockholders at the Meeting and became effective upon filing.
As
reported in Item 8.01 below, on April 21, 2023, Banyan Acquisition Sponsor LLC (“Sponsor”) converted 2,000,000
shares of Class B Common Stock into 2,000,000 shares of Class A Common Stock on a one-for-one basis and, as reported in
Item 1.01 above, the Company extended the time to complete a business combination by eight months from April 24, 2023 to
December 24, 2023 pursuant to the Extension Option.
The foregoing description
of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the Charter Amendment, which
is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 5.07. Submission
of Matters to a Vote of Security Holders.
On
April 21, 2023, the Company held the Meeting. On March 24, 2023, the record date for the Meeting, there were 31,395,000 shares
of Common Stock entitled to be voted at the Meeting, 83.46% of which were represented in person or by proxy.
The
final results for each of the matters submitted to a vote of Company stockholders at the Meeting are as follows:
1. Charter Amendment
Stockholders
approved the proposal to adopt the Charter Amendment described in Item 5.03 above. Approval of the Charter Amendment required
approval by at least sixty-five percent (65%) of outstanding shares of Common Stock. Substantially all of the outstanding shares of
Class B Common Stock voted in favor of the proposal. The voting results were as follows:
| FOR |
|
AGAINST |
|
ABSTAIN |
| 23,704,636 |
|
2,498,344 |
|
226 |
2. Trust Amendment
Stockholders
approved the proposal to amend the Company’s Trust Agreement pursuant to the Trust Amendment described in Item 1.01 above.
Approval of the Trust Amendment required approval by at least sixty-five percent (65%) of outstanding shares of Common Stock.
Substantially all of the outstanding shares of Class B Common Stock voted in favor of the proposal. The voting results were as
follows:
| FOR |
|
AGAINST |
|
ABSTAIN |
| 23,704,636 |
|
2,498,344 |
|
226 |
3. Adjournment Proposal
Stockholders approved a
proposal to adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the
event that there were insufficient votes, or in certain other circumstances (the “Adjournment Proposal”), although no
further adjournment was necessary. Approval of the Adjournment Proposal required approval by at least a majority of outstanding
shares of Common Stock present in person or by proxy and entitled to vote thereon at the Meeting. Substantially all of the
outstanding shares of Class B Common Stock voted in favor of the proposal. The voting results were as follows:
| FOR |
|
AGAINST |
|
ABSTAIN |
| 23,840,299 |
|
2,362,907 |
|
0 |
Item 7.01. Regulation
FD Disclosure.
On April 21, 2023,
the Company issued a press release announcing the execution of the Trust Amendment and the election by the Company to extend the
period by which it must complete a business combination by eight months from April 24, 2023 to December 24, 2023 pursuant
to the Extension Option, as described in Item 1.01 above, the filing of the Charter Amendment, as described in Item 5.03 above, the
results of the Meeting, as described in Item 5.07 above, and the number of redemptions received in connection with the Meeting, as
described in Item 8.01 below. A copy of the Press Release is furnished as Exhibit 99.1 hereto. The information in this Item
7.01 and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as
expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
Redemption of Class A
Common Stock
The
Company has been advised that, in connection with the stockholders’ vote at the Meeting, holders of 20,151,313 shares of Class A
Common Stock exercised their right to redeem their shares for cash at an approximate price of $10.42 per share, for an aggregate payment
of approximately $210,031,815.49, which will be withdrawn from the Company’s trust account to redeem such shares. Following the
payment of the redemptions, the trust account will have a balance of approximately $41,677,260.
Sponsor Conversion
On
April 21, 2023, pursuant to the terms of the Charter, as amended by the Charter Amendment, Sponsor converted 2,000,000 shares of Class
B Common Stock held by it on a one-for-one basis into shares of Class A Common Stock with immediate effect. Following such conversion
and taking into account the redemptions described above, the Company will have an aggregate of 5,998,687 shares of Class A Common Stock
issued and outstanding and 5,245,000 shares of Class B Common Stock issued and outstanding.
Item 9.01. Financial
Statements and Exhibits
(c) Exhibits:
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
|
Banyan Acquisition Corporation |
| |
|
| Dated: April 21, 2023 |
/s/ Keith Jaffee |
| |
Keith Jaffee |
| |
Chief Executive Officer |
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