BYN Banyan Acquisition Corporation

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Unless the context otherwise requires, any reference in this section to the “Company,” “we,” “us,” “our,” or “Pinstripes” refers to Pinstripes, Inc. and its consolidated subsidiaries prior to the consummation of the Business Combination and to Pinstripes Holdings, Inc. and its consolidated subsidiaries after the consummation of the Business Combination. You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes and other financial information included elsewhere in this filing. Some of the information contained in this discussion and analysis or set forth elsewhere in this filing, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” sections in this filing for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

We have a 52- or 53- week fiscal year ending on the last Sunday of April. All references to fiscal 2024 and fiscal 2023 reflect the results of the 52-week fiscal year ended April 28, 2024 and the 53-week fiscal year ended April 30, 2023. The first, second and third quarters of fiscal 2024 reflect the results of the twelve-weeks ended on July 23, 2023, October 15, 2023 and January 7, 2024, respectively. Our first three fiscal quarters are comprised of twelve weeks each, and the fourth fiscal quarter is comprised of sixteen weeks, except for fiscal years consisting of 53 weeks for which the fourth fiscal quarter will consist of seventeen weeks, and end on the twelfth Sunday of each quarter (sixteenth Sunday of the fourth fiscal quarter, and, when applicable, the seventeenth Sunday of the fourth fiscal quarter).

Overview

Pinstripes is an experiential dining and entertainment concept combining exceptional Italian-American cuisine with bowling, bocce, and private events. Our large-format community venues offer a winning combination of sophisticated fun for the consumer longing for human connectedness across generations, and we deliver a broad range of experiences, from a 300-person wedding in one of our many event spaces, to an intimate date night for two in one of our dining rooms, to a birthday party on our bowling lanes or bocce courts. This ability to offer curated and engaging experiences across a broad range of occasions enables us to generate revenue from numerous sources, including dining, bowling, bocce, private events and off-site events and catering.

As of April 28, 2024, we have 17 restaurants in ten states and Washington D.C. and employed approximately 1,800 employees (who we refer to as “PinMembers”). We are highly disciplined in our site selection process, and we design and construct large-format locations that are each 26,000 to 38,000 square feet of interior space, plus additional outdoor patio space that includes outdoor dining, bocce courts, fire pits and decorative fountains. Each location can host over 900 guests at a time, with dining capacity of approximately 300 guests, bar capacity of 75 guests, 11 to 20 bowling lanes, 6 to 12 indoor/outdoor bocce courts and multiple private event spaces that can accommodate groups of 20 to 1,000 guests. Our locations generated average unit volumes (“AUV”), as further defined below, of $8.6 million for the fiscal year ended April 28, 2024, demonstrating the scale of our operating model and ability to tailor our space in bespoke ways. Our overall revenue growth over the past few years has primarily been driven by increases in same store sales and is expected to be primarily driven by revenues from new location openings and increases in same store sales in the future.

Factors Affecting Our Business

Expanding Footprint

We have developed a disciplined new venue growth strategy in both new and existing markets, and target certain initial sales, profitability and payback period goals for each new venue opening. We employ a sophisticated, data-based site selection strategy that is highly collaborative with our real estate development partners and network of brokers around the country and focuses on markets with high income and education levels, population density and strong co-tenants. We expect to benefit from a powerful density effect as we continue to open new venues in existing markets, which increases market awareness and generates staffing synergies.

Macroeconomic Conditions

Consumer spending on food and entertainment outside the home fluctuates with macroeconomic conditions. Consumers tend to allocate higher spending to food outside the home when macroeconomic conditions are stronger, and rationalize spending on food outside the home during weaker economies. While we have been able to partially offset inflation and other increases, such as wage increases, in the costs of core operating resources by gradually increasing menu prices, coupled with more efficient purchasing practices, productivity improvements and greater economies of scale, there

can be no assurance that we will be able to continue to do so in the future. In particular, macroeconomic conditions could make additional menu price increases imprudent. There can be no assurance that future cost increases can be offset by increased menu prices or that increased menu prices will be fully absorbed by our customers without any resulting change to their visit frequencies or purchasing patterns.

Fiscal Calendar and Seasonality

We operate on a 52-week or 53-week fiscal year that ends on the last Sunday in April. In a 52-week fiscal year, the first, second and third fiscal quarters each contain twelve weeks and the fourth fiscal quarter contains sixteen weeks. In a 53-week fiscal year, the first, second and third fiscal quarters each contain twelve weeks and the fourth fiscal quarter contains seventeen weeks.

Our revenues are influenced by seasonal shifts in consumer spending. Typically, our average sales per location are highest during the holiday season (specifically, the period from the last week of November to the second week of January) and summer, and lowest in the winter and the fall (other than during the holiday season). This seasonality is due to increases in spending and private events during the holiday season, followed by continued increased activity as the weather improves in the spring and summer. The fall and winter are our lowest sales seasons due to the fact that the weather is typically deteriorating and children are returning to school. Additionally, holidays, changes in the economy, severe weather and similar conditions may impact sales volumes seasonally in some operating regions.

As a result of these factors and the differences among our fiscal quarters, our quarterly operating results and comparable restaurant sales, as well as our key performance measures, may fluctuate significantly from quarter to quarter and our results for any one quarter are not indicative of any other quarter.

Impacts to our Operating Environment following Geopolitical and other Macroeconomic Events

During fiscal year 2023 and fiscal year 2024, our operating results were impacted by geopolitical and other macroeconomic events, leading to higher than usual inflation of wages and other costs of goods sold. These events also impacted the availability of PinMembers needed to staff our locations and caused additional disruptions in our product supply chain. The market for qualified talent is competitive and we must provide increasingly attractive wages, benefits and workplace conditions to retain qualified PinMembers, particularly with respect to managerial positions where the pool of qualified candidates can be small. Increases in wage and benefits costs, including as a result of increases in minimum wages, including sub minimum wages applicable to tipped positions, and other governmental regulations affecting labor costs have significantly increased our labor costs and operating expenses and have made it more difficult to fully staff our restaurants.

Although we believe our operating results will continue to improve as we expand our footprint and continue to implement operating efficiencies, we may incur future expenses related to wage inflation, staffing challenges, product cost inflation and disruptions in the supply chain.

The Business Combination

Pinstripes, Banyan, and Panther Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Banyan (“Merger Sub”), entered into the Second Amended and Restated Business Combination Agreement on November 22, 2023. Upon consummation of the transactions contemplated by the Business Combination Agreement (the “BCA or “Business Combination”), on December 29, 2023, Pinstripes merged with and into Merger Sub, with Pinstripes surviving the merger as a wholly owned subsidiary of Banyan. In connection with the closing of the Business Combination, Banyan was renamed Pinstripes Holdings, Inc.

In connection with Banyan’s initial public offering, Banyan issued (i) 12,075,000 Public Warrants and 11,910,000 Private Warrants. On December 29, 2023, in connection with the Business Combination, Pinstripes effectively issued an aggregate of 23,985,000 warrants to purchase an equal number of shares of Class A Common Stock, representing the 12,075,000 Public Warrants and 11,910,000 Private Warrants. The Public Warrants and Private Warrants remained unexercised and were issued and outstanding as of April 28, 2024.

The Business Combination is accounted for as a reverse recapitalization (the “Reverse Recapitalization”) in accordance with U.S. generally accepted accounting principles (“GAAP”). Under this method of accounting, Banyan is treated as the acquired company and Pinstripes is treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of Pinstripes Holdings, Inc. represent a continuation of the financial statements of Pinstripes, with the Business Combination treated as the equivalent of Pinstripes issuing stock for the historical net assets of Banyan, accompanied by a recapitalization. The net assets of Banyan will be stated at fair value,

which is expected to approximate historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of Pinstripes.

Key Performance Metrics

We track the following key business metrics to evaluate our performance, identify trends, formulate financial projections, and make strategic decisions. We believe that these key business metrics provide useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management team. These key business metrics are presented for supplemental informational purposes only, and may be different from similarly titled metrics or measures presented by other companies.

Selected Metrics:

Average Unit Volumes (AUV)


	Fiscal Year Ended
(dollar amounts in millions)	April 28, 2024		April 30, 2023
Total Locations	13		13
AUV	$	8.6	$	8.6

Average unit volume (“AUV”) is the total revenue generated by operating Pinstripes locations for the entire fiscal year, divided by the number of operating Pinstripes locations open for the entire fiscal year. This measurement allows us to assess, and our investors to understand, changes in guest spending patterns of our restaurants and the overall performance of our existing locations. An increase or decrease in AUV is the result of changes in guest traffic and average guest checks. We gather daily sales data and regularly analyze the restaurant traffic counts and the mix of menu items sold to aid in developing menu pricing, product offerings and promotional strategies designed to produce sustainable AUV. When opening locations in new markets, we typically generate significant revenues in the first year of operation as a result of guests wanting to experience a new concept open in the market, and typically continue to generate significant revenues in the second year and years thereafter as our overall brand awareness increases in the surrounding areas, coupled with an increase in many types of private events that are booked months, or years, in advance (i.e., weddings, bar mitzvahs, graduation parties, and others).

Store Labor and Benefits Percentage


	Fiscal Year Ended
(dollar amounts in thousands)	April 28, 2024			April 30, 2023			Percentage Change
Store labor and benefits	$	44,044		$	40,415		9.0	%
As a percentage of total revenue	37.1		%	36.3		%

Store Labor and Benefits Percentage is store labor and benefits costs measured under GAAP divided by total revenue.

Same Store Sales Growth


	Fiscal Year Ended
	April 28, 2024		April 30, 2023
Same Store Sales Growth	3.0	%	41.0	%
Store Base	13		13

Same store sales growth refers to the change in year-over-year sales for the comparable store base. We include stores in the comparable store base that have been in operation for at least 12 full months prior to the accounting period presented.

Since opening new stores will be a significant component of our sales growth, comparable restaurant sales growth is only one measure of how we evaluate our performance.

Number of Store Openings

The number of store openings reflects the number of stores opened during a particular reporting period. Before we open new stores, we incur pre-opening expenses. The number and timing of store openings has had, and is expected to continue to have, an impact on our results of operations. For the fiscal year ended April 28, 2024, we had four new store openings. For the fiscal year ended April 30, 2023, we had no new store openings.

Components of Results of Operations

Revenue

We recognize food and beverage revenue, net of discounts and incentives, when payment is tendered at the point of sale as the performance obligation has been satisfied. Food and beverage revenue includes the sale of food and beverage products. Recreation revenue includes bowling and bocce sales. Revenues are recognized net of discounts and taxes. Event deposits received from guests are deferred and recognized as revenue when the event is held. Events sales consisting of charges for bowling or bocce play are recognized as “recreation revenue,” while all other event sales are recognized as “food and beverage revenue.”

We sell gift cards, which do not have expiration dates and do not deduct non-usage fees from outstanding gift card balances. We record gift card sales as a liability and recognize as revenue upon redemption by the customer. For unredeemed gift cards that we expect to be entitled to breakage and for which there is no legal obligation to remit the unredeemed gift card balances to the relevant jurisdictions, we recognize expected breakage as revenue in proportion to the pattern of redemption by the customers. The determination of the gift card breakage is based on our specific historical redemption patterns.

Revenues are reported net of sales tax collected from customers. Sales tax collected is included in other accrued liabilities on the consolidated balance sheets until the taxes are remitted to the appropriate taxing authorities.

Cost of food and beverage

The components of food and beverage costs are variable in nature, increase as sales volumes increase and are influenced by sales mix, commodity costs and inflation.

Store labor and benefits

Store labor and benefits consists of all restaurant-level management and hourly labor costs including salaries, wages, benefits, bonuses, and payroll taxes. Corporate-level employees are otherwise classified within general and administrative expenses on the consolidated statements of operations.

Factors that influence labor costs include minimum wage and payroll tax legislation, health care costs and sizes and locations of our stores.

Store occupancy costs, excluding depreciation

Store occupancy costs, excluding depreciation, consists of rent expense, common area maintenance costs, real estate taxes, and utilities.

Other store operating expenses, excluding depreciation

Other store operating expenses, excluding depreciation, include other operating expenses incidental to operating our locations, such as third-party delivery fees, non-perishable supplies, repairs and maintenance, credit card fees and property insurance.

General and administrative expenses

General and administrative expenses consist primarily of operations, finance, advertising, legal, human resources, administrative personnel and other personnel costs that support development and operations, as well as stock-based compensation expense.

Depreciation expense

Depreciation expense includes the depreciation of fixed assets, including leasehold improvements and equipment.

Impairment loss

Long-lived assets, such as property and equipment, and operating lease right-of-use assets are reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment loss is recognized for the amount by which the carrying amount of the asset group exceeds the fair value of the asset group. See Note 2 to our consolidated financial statements included in this Annual Report.

Pre-opening expenses

Pre-opening expenses include costs associated with the opening and organizing of new stores, including the cost of pre-opening rent, training, relocation, recruiting and travel costs for team members engaged in such pre-opening activities. All pre-opening costs are expensed as incurred.

Interest expense

Interest expense includes mainly the interest incurred on our outstanding indebtedness, as well as amortization of deferred financing costs, mainly debt origination and commitment fees.

Other income (expense)

Other income (expense) has to date been immaterial.

Gain on debt extinguishment

Gain on debt extinguishment includes forgiveness of Paycheck Protection Program Loans (“PPP Loans”).

Gain on change in fair value of warrant liabilities and other

Changes in the fair value of our outstanding warrant liabilities and Oaktree Tranche 2 Loan (as defined in Note 7) written option are recognized in the consolidated statements of operations. Decreases or increases on the liability are based on changes to our fair market valuation.

Income tax expense

Our income tax expense consists primarily of federal and state income taxes and has historically not been material.

Results of Operations

We operate in one operating and reportable segment.

Comparison of fiscal year ended April 28, 2024 and fiscal year ended April 30, 2023

The following table summarizes our results of operations:


	Fiscal Year Ended				Dollar Change		Percentage Change
(dollar amounts in thousands)	April 28, 2024		April 30, 2023
Food and beverage revenues	$	92,397	$	87,467	$	4,930	5.6	%
Recreation revenues	26,327		23,806		2,521		10.6	%
Total revenue	118,724		111,273		7,451		6.7	%
Cost of food and beverage	20,296		18,968		1,328		7.0	%
Store labor and benefits	44,044		40,415		3,629		9.0	%
Store occupancy costs, excluding depreciation	17,455		18,375		(920)		(5.0)	%
Other store operating expenses, excluding depreciation	21,486		18,655		2,831		15.2	%
General and administrative expenses	19,989		13,205		6,784		51.4	%
Depreciation expense	8,350		8,086		264		3.3	%
Pre-opening expenses	8,889		4,935		3,954		80.1	%
Impairment loss	—		2,363		(2,363)		(100.0)	%
Operating loss	(21,785)		(13,729)		(8,056)		58.7	%
Interest expense	(11,741)		(1,946)		(9,795)		503.3	%
Gain on change in fair value of warrant liabilities and other	26,633		—		26,633		NM
Other income (expense)	140		(13)		153		(1176.9)	%
Gain (loss) on debt extinguishment	—		8,355		(8,355)		(100.0)	%
Income (loss) before income taxes	(6,753)		(7,333)		580		(7.9)	%
Income tax expense	36		192		(156)		(81.3)	%
Net income (loss)	$	(6,789)	$	(7,525)	736		(9.8)	%

NM data not meaningful

Revenue

The increase in revenue for the fiscal year ended April 28, 2024 compared to the fiscal year ended April 30, 2023 was partially due to price increases in menu items and events, contributing 36% of the increase in revenue in the fiscal year ended April 28, 2024 compared to the fiscal year ended April 30, 2023. In addition, revenue also benefited from four new locations being open for a portion of the fiscal year ended April 28, 2024 compared to the fiscal year ended April 30, 2023 and 3.0% Same Store Sales Growth in the fiscal year ended April 28, 2024 as compared to the fiscal year ended April 30, 2023.

Restaurant Operating Costs

Cost of food and beverage


	Fiscal Year Ended
(dollar amounts in thousands)	April 28, 2024			April 30, 2023			Percentage Change
Cost of food and beverage	$	20,296		$	18,968		7.0	%
As a percentage of total revenue	17.1		%	17.0		%

The increase in food and beverage costs for the fiscal year ended April 28, 2024 compared to the fiscal year ended April 30, 2023 was due to an increase in food and beverage sales.

Store labor and benefits


	Fiscal Year Ended
(dollar amounts in thousands)	April 28, 2024			April 30, 2023			Percentage Change
Store labor and benefits	$	44,044		$	40,415		9.0	%
As a percentage of total revenue	37.1		%	36.3		%

The increase in store labor and benefits expenses for the fiscal year ended April 28, 2024 compared to the fiscal year ended April 30, 2023 was primarily due to four new locations open for a portion of the fiscal year ended April 28, 2024.

As a percentage of revenue, store labor and benefits for the fiscal year ended April 28, 2024 compared to the fiscal year ended April 30, 2023 increased from less efficient labor utilization from four new locations opening, partially offset by 110 basis point labor efficiency gains in our mature stores.

Store occupancy costs, excluding depreciation


	Fiscal Year Ended
(dollar amounts in thousands)	April 28, 2024			April 30, 2023			Percentage Change
Store occupancy costs, excluding depreciation	$	17,455		$	18,375		(5.0)	%
As a percentage of total revenue	14.7		%	16.5		%

The decrease in store occupancy costs, excluding depreciation for the fiscal year ended April 28, 2024 compared to the fiscal year ended April 30, 2023 was primarily due to the impact of the amendment of our lease agreement entered in June 2023 for our Georgetown location, resulting in a reduction of occupancy cost in the period of $3,281, offset in part by four new locations open for a portion of fiscal 2024 compared to fiscal 2023 and modest increases in real estate taxes for certain locations.

As a percentage of revenue, the decrease in store occupancy costs, excluding depreciation for the fiscal year ended April 28, 2024 compared to the fiscal year ended April 30, 2023 was primarily due to the Georgetown lease amendment (see Note 9) and an increase in sales in the fiscal year ended April 28, 2024 compared to the fiscal year ended April 30, 2023, offset in part by four new locations open for a portion of fiscal 2024 compared to fiscal 2023.

Other store operating expenses, excluding depreciation


	Fiscal Year Ended
(dollar amounts in thousands)	April 28, 2024			April 30, 2023			Percentage Change
Other store operating expenses, excluding depreciation	$	21,486		$	18,655		15.2	%
As a percentage of total revenue	18.1		%	16.8		%

The increase in other store operating expenses, excluding depreciation for the fiscal year ended April 28, 2024 compared to the fiscal year ended April 30, 2023, including the increase as a percentage of total revenue, was primarily due to increased overall store supply and location infrastructure expenses, increased supply utilization, four new locations open for a portion of fiscal 2024, increases in training of our team members and increases in repair and maintenance activities.

General and administrative expenses


	Fiscal Year Ended
(dollar amounts in thousands)	April 28, 2024			April 30, 2023			Percentage Change
General and administrative expenses	$	19,989		$	13,205		51.4	%
As a percentage of total revenue	16.8		%	11.9		%

The increase in general and administrative expenses for the fiscal year ended April 28, 2024 compared to the fiscal year ended April 30, 2023 was primarily due to increases in consulting, audit and legal fees resulting from our Business Combination, public company readiness initiatives including additional headcount and increased marketing spend to support four new locations as compared to fiscal 2023.

As a percentage of revenue, the increase in general and administrative expenses for the fiscal year ended April 28, 2024 compared to the fiscal year ended April 30, 2023 was primarily due to the increases discussed in the preceding paragraph.

Depreciation expense


	Fiscal Year Ended
(dollar amounts in thousands)	April 28, 2024			April 30, 2023			Percentage Change
Depreciation expense	$	8,350		$	8,086		3.3	%
As a percentage of total revenue	7.0		%	7.3		%

The increase in depreciation expense for the fiscal year ended April 28, 2024 compared to the fiscal year ended April 30, 2023 was primarily due to by additional assets being put into service at our four new locations opened in fiscal 2024.

Pre-opening expenses


	Fiscal Year Ended
(dollar amounts in thousands)	April 28, 2024			April 30, 2023			Percentage Change
Pre-opening expenses	$	8,889		$	4,935		80.1	%
As a percentage of total revenue	7.5		%	4.4		%

The increase in pre-opening expenses, including as a percentage of total revenue, for the fiscal year ended April 28, 2024 compared to the fiscal year ended April 30, 2023 was primarily due to training, hiring, marketing and legal expenses associated with the opening of four new locations compared to three new locations being under construction in fiscal 2023.

Impairment Loss


	Fiscal Year Ended
(dollar amounts in thousands)	April 28, 2024			April 30, 2023			Percentage Change
Impairment loss	$	—		$	2,363		(100.0)	%
As a percentage of total revenue	—		%	2.1		%

During the fiscal year ended April 30, 2023, the Company recorded a non-cash long-lived asset impairment for property and equipment at a certain location. The Company did not record any impairment loss during the fiscal year ended April 28, 2024.

Interest expense


	Fiscal Year Ended
(dollar amounts in thousands)	April 28, 2024			April 30, 2023			Percentage Change
Total interest expense	$	(11,741)		$	(1,946)		503.3	%
As a percentage of total revenue	(9.9)		%	(1.7)		%

The increase in interest expense for the fiscal year ended April 28, 2024 compared to the fiscal year ended April 30, 2023, including the increase as a percentage of total revenue, was primarily due to an increase in long-term notes payable during the fiscal year ended April 28, 2024 (see “Liquidity and Capital Resources” and Note 7).

Gain on change in fair value of warrant liabilities and other


	Fiscal Year Ended
(dollar amounts in thousands)	April 28, 2024			April 30, 2023		Percentage Change
Gain on change in fair value of warrant liabilities and other	$	26,633		$	—	NM
As a percentage of total revenue	22.4		%	—

NM data not meaningful

The increase in gain on change in fair value of warrant liabilities and other was due to the transfer of the Public Warrants and Private Warrants in connection with the consummation of the Business Combination on December 29, 2023, and the decrease in our stock price and its impact on the fair value of our outstanding Public Warrants and Private Warrants as of the end of fiscal 2024, as well as a change in fair value of the Silverview Warrants and Granite Creek Warrants (as defined in Note 12) during the fiscal year ended April 28, 2024.

Other income (expense)


	Fiscal Year Ended
(dollar amounts in thousands)	April 28, 2024			April 30, 2023			Percentage Change
Other income (expense)	$	140		$	(13)		(1176.9)	%
As a percentage of total revenue	0.1		%	—		%

The increase in other income (expense) was due to release of funds in connection with the development of a potential new location.

Gain (loss) on debt extinguishment


	Fiscal Year Ended
(dollar amounts in thousands)	April 28, 2024			April 30, 2023			Percentage Change
Gain (loss) on debt extinguishment	$	—		$	8,355		(100.0)	%
As a percentage of total revenue	—		%	7.5		%

The decrease in gain on debt extinguishment was due to no PPP Loans being forgiven in the fiscal year ended April 28, 2024 compared to the fiscal year ended April 30, 2023.

Income (loss) before income taxes


	Fiscal Year Ended
(dollar amounts in thousands)	April 28, 2024		April 30, 2023		Percentage Change
Income (loss) before income taxes	$	(6,753)	$	(7,333)	(7.9)	%

The increase in income loss before income taxes for the fiscal year ended April 28, 2024 compared to the fiscal year ended April 30, 2023 was primarily due to the factors described above.

Net Loss


	Fiscal Year Ended
(dollar amounts in thousands)	April 28, 2024		April 30, 2023		Percentage Change
Net (loss)/income	$	(6,789)	$	(7,525)	(9.8)	%

The increase in net loss for the fiscal year ended April 28, 2024 compared to the fiscal year ended April 30, 2023 was primarily due to the factors described above.

Liquidity and Capital Resources

To date, we have funded our operations through proceeds received from previous common stock and preferred stock issuances, through borrowings under various lending commitments and through cash flow from operations. As of April 28, 2024 and April 30, 2023, we had $13.2 million and $8.4 million in cash and cash equivalents, respectively. In fiscal 2023, we borrowed $22.5 million under the Silverview Facility and had access to a second tranche in the amount of $12.5 million through the Silverview Facility. In fiscal 2023, we borrowed $11.5 million under the Granite Creek Facility (as defined in Note 7). In the fiscal year ended April 28, 2024, we borrowed an additional $12.5 million under the Silverview Facility (as defined in Note 7) and an additional $5.0 million under the Granite Creek Facility. On December 29, 2023, we entered into a term loan agreement with Oaktree Fund Administration, LLC, as agent, under which we borrowed an additional $50.0 million (see Note 7) and issued warrants to purchase 2,500,000 shares of Class A Common Stock at an exercise price of $0.01 per share (“Oaktree Tranche 1 Warrants”). If we are unable to generate positive operating cash flows, additional debt and equity financings may be necessary to sustain future operations, and there can be no assurance that such financing will be available to us on commercially reasonable terms, or at all.

Historically, our primary liquidity and capital requirements have been for new location development, initiatives to improve the customer experience in our locations, working capital and general corporate needs. We have not previously required significant working capital because landlords have provided substantial tenant improvement allowances for construction and customers generally pay using cash or credit and debit cards and, as a result, our operations do not generate significant receivables. We have benefited from tenant improvement allowances. Additionally, our operations do not require significant inventories due, in part, to our use of numerous fresh ingredients, and we are able to sell most of our inventory items before payment is due to the supplier of such items.

In fiscal 2024, we completed the closing of $19.8 million of Series I Convertible Preferred Stock, representing the sale of an aggregate of 850,648 shares of our Series I Redeemable Convertible Preferred Stock at a purchase price of $25.00 per share. In connection with the Reverse Recapitalization, the shares of Series I Redeemable Convertible Preferred Stock were automatically cancelled and extinguished and converted into the right to receive shares of Pinstripes Class A Common Stock.

Based on our current operating plan, we believe our existing cash and cash equivalents, and additional tenant improvement allowances, will be sufficient to fund our operating lease obligations, capital expenditures and working capital needs for at least the next 12 months following the date of this report. We expect the proceeds from the Oaktree loan agreement will facilitate further growth in our business, including through the development of additional locations. Furthermore, we expect that our ability to organically generate cash from continuing operations of existing and new locations will provide additional liquidity and resources beyond the next 12 months following the date of this report.

Impact of the registration of shares of Class A Common Stock for resale pursuant to the S-1

Under the S-1, subject to any lockup or other transfer restrictions, the Selling Securityholders named in such S-1 can resell up to a total of 36,605,141 shares of Class A Common Stock, including 4,969,777 shares issuable upon conversion of the Pinstripes Holdings Class B Common Stock, 11,910,000 shares issuable upon the exercise of the Private Placement Warrants and 2,912,500 shares issuable upon the exercise of the Oaktree Warrants. The shares may be resold for so long as the S-1 is available for use. The shares of Class A Common Stock being offered for resale pursuant to this prospectus included in the S-1 would represent approximately 60.7% of the shares of Class A Common Stock outstanding as of April 28, 2024, and 31.3% of the shares of Pinstripes Holdings Class A Common Stock outstanding assuming the issuance of all 37,727,500 shares of Pinstripes Holdings Class A Common Stock issuable upon full exercise of the Warrants and the Oaktree Warrants and upon conversion of all outstanding shares of Pinstripes Holdings Series B Common Stock (which may will become convertible only upon the satisfaction of certain conditions set forth in the Charter). Given the substantial number of shares of Class A Common Stock being registered pursuant to the prospectus contained in the S-1, the sale of such shares, or the perception in the market of the potential for the sale of a large number of shares, could increase the volatility of the market price of Class A Common Stock or result in a significant decline in the public trading price of Class A Common Stock and could impair our ability to raise capital through the sale of additional equity securities.

Another potential source of cash is proceeds from any exercises of Public Warrants or Private Warrants for cash (which have an aggregate exercise price of $275,827,500). However, the exercise price of each of the Public Warrants and Private Warrants is $11.50 per share, which exceeds the closing price of the Pinstripes Class A Common Stock on the NYSE on June 26, 2024, which was $3.00 per share, and we believe that, for so long as the Public Warrants and Private Warrants are “out of the money,” the holders thereof are not likely to exercise the Public Warrants or the Private Warrants. Any cash proceeds associated with the exercise of the Public Warrants and the Private Warrants are dependent on our stock price. Accordingly, we have not included the net proceeds from any exercise of the Public Warrants or Private Warrants in our assessment of our liquidity and our ability to fund operations on a prospective basis.

In addition, we may lower the exercise price of the Public Warrants and the Private Warrants in accordance with Section 9.8 of the Warrant Agreement to induce the holders to exercise such warrants. We may effect such reduction in exercise price without the consent of such warrant holders and such reduction would decrease the maximum amount of cash proceeds we would receive upon the exercise in full of the Warrants for cash. Further, it is possible that we could, in the future, offer to exchange shares of Pinstripes Holdings Class A Common Stock for outstanding Public Warrants and Private Warrants. To the extent we do so, and such offer is accepted, we would not receive any proceeds from the exercise of the Public Warrants and Private Warrants exchanged.

Cash Flows

The following table summarizes our cash flows for the periods indicated:


	Fiscal Year Ended
(dollar amounts in thousands)	April 28, 2024		April 30, 2023
Net cash used in operating activities	$	(32,682)	$	(12,040)
Net cash used in investing activities	(22,128)		(12,987)
Net cash provided by financing activities	59,545		24,556
Net change in cash and cash equivalents	$	4,735	$	(471)

Operating Activities

Net cash used in operating activities was $(32.7) million for the fiscal year ended April 28, 2024 compared to $(12.0) million cash used by operating activities for the fiscal year ended April 30, 2023. The increase in net cash used in operating activities was due to a higher operating loss driven by higher pre-opening expenses and other store operating expenses plus the opening of four new store locations in the fiscal year ended April 28, 2024 as compared to the fiscal year ended April 30, 2023.

Investing Activities

Net cash used in investing activities was $(22.1) million for the fiscal year ended April 28, 2024 compared to $(13.0) million for the fiscal year ended April 30, 2023. Our purchase of property and equipment of $(22.1) million increased in the fiscal year ended April 28, 2024 from $(13.0) million in the fiscal year ended April 30, 2023 in connection with four locations that opened in fiscal 2024.

Financing Activities

Net cash provided by financing activities was $59.5 million for the fiscal year ended April 28, 2024 compared to net cash used in financing activities of $24.6 million for the fiscal year ended April 30, 2023. The primary components of net cash provided by financing activities for the fiscal year ended April 28, 2024 were (i) proceeds from warrant issuances of $24.6 million, (ii) proceeds from the issuance of the Series I Redeemable Convertible Preferred Stock of $19.8 million and (iii) additional borrowings of $12.5 million under the Silverview Facility, $5.0 million under the Granite Creek Facility, $50.0 million under the Oaktree Tranche 1 Loan and $1.0 million related to the Oaktree Tranche 2 Loan written option. These proceeds were offset by $23.9 million of transaction costs paid in connection with the Reverse Recapitalization and registration statements, principal payments of long-term notes payable of $1.4 million and debt discount and issuances costs of $27.7 million.

Off-Balance Sheet Arrangements

As of the date of this Annual Report, we do not have any off-balance sheet arrangements.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with GAAP requires us to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the balance sheet date, as well as reported amounts of revenue and expenses during the reporting period. Our most significant estimates and judgments involve difficult, subjective or complex judgements made by management. Actual results may differ from these estimates. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations, and cash flows will be affected. We believe that the accounting policies described below involve a greater degree of judgment and complexity. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our financial condition and results of operations. For further information, see Note 2 to our consolidated financial statements included in this Annual Report.

Leases

We have made an accounting policy election applicable to all asset classes not to record leases with an initial term of twelve months or less on the balance sheet as allowed under ASC 842. We lease all of our locations from third parties. For

leases with an initial term greater than twelve months, a related lease liability is recorded on the balance sheet at the present value of future fixed payments discounted at our estimated fully collateralized borrowing rate corresponding with the lease term (i.e. incremental borrowing rate). In addition, a right-of-use asset is recorded as the initial amount of the lease liability, plus any initial direct costs incurred and lease prepayment, less any tenant improvement allowance incentives received. Most of our leases include one or more options to renew, with terms that can extend from five to ten years. To determine the expected lease term, we excluded all options to renew as it is not reasonably certain we would exercise these options.

Lease payments include fixed payments and variable payments for common area maintenance costs, real estate taxes, insurance related to leases or additional rent based upon sales volume (variable lease cost). Variable lease costs are expensed as incurred whereas fixed lease costs are recorded on a straight-line basis over the life of the lease. We do not separate lease and non-lease components (e.g., common area maintenance), which is a policy maintained for all asset classes. Leases do not contain any material residual value guarantee or material restrictive covenants.

The discount rate used to determine the amount of right-of-use assets and lease liabilities is the interest rate implicit in the lease, when known. If the rate is not implicit in the lease, we use our incremental borrowing rate, which is derived based on available information at the commencement date. We do not believe there is a reasonable likelihood there will be a material change in the future estimates or assumptions we use to calculate our right-of-use asset and lease liability.

Impairment of Long-lived Assets

We review long-lived assets, such as property and equipment, and operating lease right-of-use assets with definitive lives, for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We perform our long-lived asset impairment analysis by grouping assets and liabilities at the individual store level, since this is the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities, and evaluate the asset group against the sum of the undiscounted future cash flows.

In determining the undiscounted future cash flows, we consider historical cash flows and other relevant factors and circumstances, including the maturity of the store, changes in the economic environment, unfavorable changes in business climate and future operating plans. The significant inputs used in determining our estimate of the projected undiscounted future cash flows include future revenue growth, changes in store labor and operating costs, future lease payments and projected operating margins, as well as the estimate of the remaining useful life of the assets. We believe our assumptions are reasonable based on available information. Changes in assumptions and estimates used in the impairment analysis, or future results that vary from assumptions used in the analysis, could affect the estimated fair value of long-lived intangible assets and could result in impairment charges in a future period.

Warrants

We account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (the “FASB”) ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether they meet the definition of a liability pursuant to ASC 480 and whether they meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the consolidated statements of operations.

The Company determined the Oaktree Tranche 1 Warrants meet the equity classification guidance and were measured at fair value upon issuance. Under the Oaktree loan agreement, the Company is contractually obligated to issue a specified number of warrants to Oaktree based on the scenarios described in Note 12. Therefore, the Additional Oaktree Tranche 1 Warrants and Oaktree Tranche 2 Warrants (as defined in Note 12) are considered contingently issuable, and the contingency is satisfied when Oaktree exercises its written option on the Oaktree Tranche 2 Loan and the Class A Common Stock meets the contingency requirements described in Note 12. When the contingently issuable warrants’ contingencies are satisfied, the respective shares underlying these warrants will be considered indexed to the Class A Common Stock and qualify for equity classification under the derivative scope exception provided by ASC 815. See Note 12. We believe our assumptions are reasonable based on available information. Changes in assumptions and estimates used in the warrants valuation, or future results that vary from assumptions used in the analysis, could affect the estimated fair value of warrant liabilities and could result in material charges in a future period.

Revenue Recognition

We recognize food and beverage revenues and recreation revenue when payment is tendered at the point of sale as the performance obligation has been satisfied. Food and beverage revenues include the sale of food and beverage products. Recreation revenue includes bowling and bocce sales. We recognize revenues net of discounts and taxes. We defer event deposits received from guests and recognize such deposits as revenue when the event is held. Event deposits received from customers in advance are included in amounts due to customers, and we recognize revenues from events when the event takes place.

We sell gift cards, which do not have expiration dates, and do not deduct non-usage fees from outstanding gift card balances. We record gift card sales as a liability and recognize as revenue upon redemption by the customer. For unredeemed gift cards that we expect to be entitled to breakage and for which there is no legal obligation to remit the unredeemed gift card balances to the relevant jurisdictions, we recognize expected breakage as revenue in proportion to the pattern of redemption by the customers. The determination of the gift card breakage is based on our specific historical redemption patterns. The contract liability related to our gift cards is included in amounts due to customers in the consolidated balance sheets. We report revenues net of sales tax collected from customers. We include sales tax collected in other accrued liabilities on the consolidated balance sheets until the taxes are remitted to the appropriate taxing authorities. We believe our assumptions are reasonable based on available information. Changes in assumptions and estimates used in the gift card breakage calculation, or future results that vary from assumptions used in the analysis, could affect the estimated revenue recognized from gift card breakage and could result in material changes in a future period.

Classification of Instruments as Liabilities or Equity

We have applied ASC 480, “Distinguishing Liabilities from Equity,” to classify as a liability or equity certain redeemable and/or convertible instruments, including our preferred stock. We determine the liability classification if the financial instrument is mandatorily redeemable for cash or by issuing a variable number of equity shares.

If we determine that a financial instrument should not be classified as a liability, we then determine whether the financial instrument should be presented between the liability section and the equity section of the balance sheet as temporary equity. We determine financial instruments as temporary equity if the redemption of the preferred stock or other financial instrument is outside of our control. Otherwise, we account for the financial instrument as permanent equity.

Emerging Growth Company

The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies for up to five years or until a company is no longer an emerging growth company. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We have elected not to opt out of such extended transition period, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our consolidated financial statements may not be comparable to those of companies that comply with new or revised accounting pronouncements as of public company effective dates.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

This item is not applicable as the Company is a smaller reporting company.

Item 8. Financial Statements and Supplementary Data

Index to Consolidated Financial Statements


			Page
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public Accounting Firm (PCAOB ID: 248)			63
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)			64
Consolidated Balance Sheets			65
Consolidated Statements of Operations			66
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit			67
Consolidated Statements of Cash Flows			69
Notes to the Consolidated Financial Statements			71

			Page
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 1 – Nature of Business and Basis of Presentation			71
Note 2 – Summary of Significant Accounting Policies			71
Note 3 – Reverse Recapitalization			76
Note 4 – Inventory			79
Note 5 – Property and Equipment			79
Note 6 – Other Accrued Liabilities			80
Note 7 – Debt			80
Note 8 – Income Taxes			84
Note 9 – Leases			86
Note 1 0 – Redeemable Convertible Preferred Stock			87
Note 1 1 – Stock-Based Compensation			87
Note 1 2 – Warrants			89
Note 1 3 – Net Loss Per Share			92
Note 1 4 – Commitments and Contingencies			93
Note 1 5 – Related Party Transactions			93
Note 1 6 – Subsequent Events			94

Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders
Pinstripes Holdings, Inc.

Opinion on the financial statements

We have audited the accompanying consolidated balance sheet of Pinstripes Holdings, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of April 28, 2024, the related consolidated statement of operations, changes in redeemable convertible preferred stock and shareholders’ equity, and cash flows for the year ended April 28, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 28, 2024, and the results of its operations and its cash flows for the year ended April 28, 2024, in conformity with accounting principles generally accepted in the United States of America.

Basis for opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ GRANT THORNTON LLP

We have served as the Company’s auditor since 2024.

Chicago, Illinois

June 28, 2024

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Pinstripes, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Pinstripes, Inc. (the Company and predecessor to Pinstripes Holdings, Inc.) as of April 30, 2023, the related consolidated statements of operations, redeemable convertible preferred stock and stockholders’ deficit and cash flows for the fiscal year ended April 30, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at April 30, 2023 and the results of its operations and its cash flows for the fiscal year ended April 30, 2023, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

/s/ Ernst & Young LLP

We have served as the Company’s auditor from 2021 to 2024.

Chicago, Illinois

September 6, 2023, except for the effect of reverse recapitalization discussed in Note 3, as to which the date is April 1, 2024

Pinstripes Holdings, Inc.

Consolidated Balance Sheets

(in thousands, except share and per share amounts)



	April 28, 2024		April 30, 2023
Assets
Current Assets
Cash and cash equivalents	$	13,171	$	8,436
Accounts receivable	1,137		1,310
Inventories	949		802
Prepaid expenses and other current assets	2,101		577
Total current assets	17,358		11,125
Property and equipment, net	80,015		62,842
Operating lease right-of-use assets	66,362		55,604
Other long-term assets	3,586		1,356
Total assets	$	167,321	$	130,927
Liabilities, Redeemable Convertible Preferred Stock, and Stockholders’ Deficit
Current Liabilities
Accounts payable	$	22,706	$	19,305
Amounts due to customers	8,633		7,349
Current portion of long-term notes payable	4,818		1,044
Accrued occupancy costs	6,508		14,940
Other accrued liabilities	6,546		6,688
Current portion of operating lease liabilities	15,259		10,727
Warrant liabilities	5,411		1,925
Total current liabilities	69,881		61,978
Long-term notes payable	70,677		36,211
Long-term accrued occupancy costs	277		2,020
Operating lease liabilities	94,256		91,398
Other long-term liabilities	1,386		850
Total liabilities	236,477		192,457

Commitments and contingencies (Note 14)

Redeemable convertible preferred stock	—		53,468

Stockholders’ deficit
Common stock (par value: $0.0001; authorized: 430,000,000 shares; issued and outstanding: 40,087,785 shares at April 28, 2024 and 11,422,476 shares at April 30, 2023)	4		1
Additional paid-in capital	56,623		3,794
Accumulated deficit	(125,783)		(118,793)
Total stockholders’ deficit	(69,156)		(114,998)
Total liabilities, redeemable convertible preferred stock, and stockholders’ deficit	$	167,321	$	130,927

The accompanying notes are an integral part of these consolidated financial statements.

Pinstripes Holdings, Inc.

Consolidated Statements of Operations

(in thousands, except share and per share amounts)



	Fiscal Year Ended
	April 28, 2024		April 30, 2023

Food and beverage revenues	$	92,397	$	87,467
Recreation revenues	26,327		23,806
Total revenue	118,724		111,273

Cost of food and beverage	20,296		18,968
Store labor and benefits	44,044		40,415
Store occupancy costs, excluding depreciation	17,455		18,375
Other store operating expenses, excluding depreciation	21,486		18,655
General and administrative expenses	19,989		13,205
Depreciation expense	8,350		8,086
Pre-opening expenses	8,889		4,935
Impairment loss	—		2,363
Operating loss	(21,785)		(13,729)
Interest expense, net	(11,741)		(1,946)
Gain on change in fair value of warrant liabilities and other	26,633		—
Other income (expense)	140		(13)
Gain on extinguishment of debt	—		8,355
Loss before income taxes	(6,753)		(7,333)
Income tax expense	36		192
Net loss	(6,789)		(7,525)
Less: Cumulative unpaid dividends and change in redemption amount of redeemable convertible preferred stock	(2,301)		—
Net loss attributable to common stockholders	$	(9,090)	$	(7,525)

Basic loss per share	$	(0.41)	$	(0.66)
Diluted loss per share	$	(0.41)	$	(0.66)
Weighted average shares outstanding, basic	22,317,755		11,480,322
Weighted average shares outstanding, diluted	22,317,755		11,480,322

The accompanying notes are an integral part of these consolidated financial statements.

Pinstripes Holdings, Inc.

Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit

(in thousands, except share amounts)



	Redeemable Convertible Preferred Stock			Common Stock			Additional Paid-In Capital		Accumulated Deficit		Total Stockholders’ Deficit
	Shares(1)	Amounts		Shares(1)	Amounts
Balance as of April 24, 2022, as previously reported	10,085,612	$	52,218	6,167,254	$	62	$	1,650	$	(111,268)	$	(109,556)
Retroactive application of reverse recapitalization	8,558,727	—		5,233,579	(61)		61		—		—
Balance as of April 24, 2022, after effect of the reverse recapitalization	18,644,339	$	52,218	11,400,833	$	1	$	1,711	$	(111,268)	$	(109,556)
Net loss	—	—		—	—		—		(7,525)		(7,525)
Issuance of warrants	—	—		—	—		1,722		—		1,722
Issuance of Series G redeemable convertible preferred stock	194,104	1,050		—	—		—		—		—
Issuance of Series H redeemable convertible preferred stock	24,647	200		—	—		—		—		—
Exercise of stock options	—	—		21,643	—		66		—		66
Stock-based compensation	—	—		—	—		295		—		295
Balance as of April 30, 2023, after effect of the reverse recapitalization	18,863,090	$	53,468	11,422,476	$	1	$	3,794	$	(118,793)	$	(114,998)
Net loss	—	—		—	—		—		(6,789)		(6,789)
Issuance of Series I redeemable convertible preferred stock	2,126,620	19,843		—	—		—		—		—
Accretion of cumulative dividends on Series I redeemable convertible preferred stock	—	878		—	—		(878)		—		(878)
Change in the redemption value of the redeemable convertible preferred stock	—	1,423		—	—		(1,423)		—		(1,423)
Stock-based compensation	—	—		—	—		1,178		—		1,178
Issuance of warrants	—	—		—	—		196		(23)		173
Reclassification of liability-classified warrants	—	—		—	—		(894)		—		(894)
Exercise of stock options	—	—		45,322	—		—		—		—
Exercise of warrants	—	—		296,053	—		2,203		—		2,203
Conversion of cumulative unpaid dividends on Series I redeemable convertible preferred stock to common stock in connection with the reverse recapitalization	—	(878)		87,755	—		878		—		878
Conversion of redeemable convertible preferred stock to common stock in connection with the reverse recapitalization	(20,989,710)	(74,734)		20,989,710	2		74,732		—		74,734
Conversion of warrants into common stock in connection with the reverse recapitalization	—	—		655,213	—		—		—		—
Conversion of long-term notes payable and accrued interest to common stock in connection with the reverse recapitalization	—	—		924,304	—		5,000		—		5,000

Pinstripes Holdings, Inc.

Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit

(in thousands, except share amounts)


Forfeiture of accrued interest in connection with the conversion of long-term notes payable	—	—		—	—		890		—		890
Issuance of common stock in the reverse recapitalization pursuant to the BCA	—	—		5,447,203	1		(1)		—		—
Transfer of warrants related to business combination	—	—		—	—		(29,824)		—		(29,824)
Transaction costs incurred in connection with the reverse recapitalization and registration statements	—	—		—	—		(23,958)		—		(23,958)
Issuance of common stock as payment for Legacy Pinstripes transaction costs incurred in connection with the reverse recapitalization	—	—		50,000	—		—		—		—
Issuance of common stock as settlement for the unpaid accrued interest on the convertible notes	—	—		13,749	—		138		—		138
Issuance of warrants in connection with the reverse recapitalization	—	—		—	—		24,592		—		24,592
Prior period adjustment	—	—		—	—		—		(178)		(178)
Issuance of common stock related to the close of the business combination	—	—		156,000	—		—		—		—
Balance as of April 28, 2024	—	$	—	40,087,785	$	4	$	56,623	$	(125,783)	$	(69,156)

(1) The number of shares of Redeemable Convertible Preferred Stock and Common Stock issued and outstanding prior to the Reverse Recapitalization have been retroactively adjusted by the Exchange Ratios to give effect to the Reverse Recapitalization. See Note 3.

The accompanying notes are an integral part of these consolidated financial statements.

Pinstripes Holdings, Inc.

Consolidated Statements of Cash Flows

(in thousands)


	Fiscal Year Ended
	April 28, 2024		April 30, 2023
Cash flows from operating activities
Net loss	$	(6,789)	$	(7,525)
Adjustments to reconcile net loss to net cash used in operating activities
Gain on modification of operating leases	(3,281)		—
Depreciation expense	8,350		8,086
Non-cash operating lease expense	5,594		5,252
Paid-in-kind interest	3,430		—
Operating lease tenant allowances	(42)		7,727
Stock based compensation	1,178		295
Gain on change in fair value of warrant liabilities and other	(26,633)		—
Gain on extinguishment of debt	—		(8,355)
Amortization of debt issuance costs	1,951		246
Impairment loss	—		2,363
(Increase) decrease in operating assets
Accounts receivable	173		(431)
Inventories	(147)		(99)
Prepaid expenses and other current assets	(1,034)		(250)
Operating right-of-use asset	(5,548)		—
Other long-term assets	(3,586)		—
(Decrease) increase in operating liabilities
Accounts payable	4,056		(7,551)
Amounts due to customers	1,284		91
Accrued occupancy costs	(5,556)		(3,595)
Other accrued liabilities	80		(662)
Operating lease liabilities	(6,162)		(7,632)
Net cash used in operating activities	(32,682)		(12,040)
Cash flows from investing activities
Purchase of property and equipment	(22,128)		(12,987)
Net cash used in investing activities	(22,128)		(12,987)
Cash flows from financing activities
Proceeds from stock option exercises	—		66
Proceeds from warrant exercises	1		—
Proceeds from warrant issuances	24,592		3,758
Proceeds from issuance of redeemable convertible preferred stock, net	19,843		200
Payment of transaction costs related to reverse recapitalization and registration statements	(23,864)		—
Principal payments on long-term notes payable	(1,429)		(6,144)
Proceeds from the Oaktree Tranche 2 Loan	1,012		—
Debt issuance costs	(773)		(2,304)
Redemption of long-term notes payable	—		(100)
Proceeds from long-term notes payable, net	40,163		29,080
Net cash provided by financing activities	59,545		24,556
Net change in cash, cash equivalents and restricted cash	4,735		(471)
Cash, cash equivalents and restricted cash - beginning of period	8,436		8,907
Cash, cash equivalents and restricted cash - end of period	$	13,171	$	8,436

Pinstripes Holdings, Inc.

Consolidated Statements of Cash Flows

(in thousands)


Supplemental disclosures of cash flow information
Cash paid for interest	$	10,508	$	1,428
Cash paid for income taxes	$	109	$	96
Supplemental disclosures of non-cash operating, investing and financing activities
Conversion of long-term notes payable to redeemable convertible preferred stock	$	—	$	1,050
Conversion of long-term notes payable and accrued interest to common stock	$	5,137	$	—
Forfeiture of accrued interest in connection with the conversion of long-term notes payable	$	890	$	—
Reclassification of warrant liability in connection with the reverse recapitalization	$	940	$	—
Conversion of preferred stock to common stock in connection with the reverse recapitalization	$	75,501	$	—
Transaction costs incurred in connection with the reverse recapitalization and registration statements but not yet paid	$	596	$	—
Transfer of warrants related to business combination	$	29,824	$	—
Conversion of Legacy Pinstripes common stock in connection with the reverse recapitalization	$	180	$	—
Increase in operating lease right-of-use assets	$	14,018	$	7,580
Non-cash finance obligation	$	2,805	$	—
Non-cash capital expenditures included in accounts payable	$	654	$	9,924
Change in the redemption amount of the redeemable convertible preferred stock	$	1,423	$	—
Accretion of cumulative dividends on Series I redeemable convertible preferred stock	$	878	$	—

The accompanying notes are an integral part of these consolidated financial statements.

Pinstripes Holdings, Inc.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share amounts)

Note 1 – Nature of Business and Basis of Presentation

Pinstripes Holdings, Inc. (“Pinstripes”, “New Pinstripes”, the “Company”, “we”, “us”, or “our”) was formed for the purpose of operating and expanding a unique entertainment and dining concept. As of April 28, 2024, the Company has 17 locations in ten states and generates revenue primarily from the sale of food, beverages, bowling, bocce and hosting private events. The Company operates its business as one operating and one reportable segment.

On December 29, 2023, Pinstripes, Inc. (the “Predecessor” or “Legacy Pinstripes”) consummated the previously announced 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 “BCA” or “Business Combination”), by and among Legacy Pinstripes, Banyan Acquisition Corporation, a Delaware corporation (“Banyan”), and Panther Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Banyan. The financial statements included in this report reflect (i) the historical operating results of Legacy Pinstripes prior to the Business Combination and (ii) the combined results of Legacy Pinstripes and New Pinstripes following the closing of the Business Combination (collectively, Legacy Pinstripes and New Pinstripes are referred to as the “Company”). In connection with the closing of the Business Combination, Banyan changed its name to Pinstripes Holdings, Inc. (see Note 3).

The closing of the Business Combination is accounted for as a reverse recapitalization. The prior period share and per share amounts presented in the consolidated financial statements and related notes have been retroactively adjusted to give effect to the reverse recapitalization treatment of the transactions completed by the Business Combination.

The Company’s financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States for interim financial information as prescribed by the Securities and Exchange Commission (“SEC”).

Note 2 – Summary of Significant Accounting Policies

Principles of consolidation

The accompanying consolidated financial statements include the accounts of the Company and its directly and indirectly wholly owned subsidiaries: Pinstripes, Inc., Pinstripes at Prairiefire, Inc., Pinstripes Illinois, LLC, and Pinstripes, Hillsdale, LLC. All intercompany accounts and transactions have been eliminated in consolidation.

Fiscal years

The Company’s fiscal year consists of 52/53-weeks ending on the last Sunday in April. The fiscal year ended April 30, 2023 contained 53 weeks and the fiscal year ended April 28, 2024 contained 52 weeks. In a 52-week fiscal year, the first, second and third fiscal quarters each contain twelve weeks and the fourth fiscal quarter contains sixteen weeks. In a 53-week fiscal year, the first, second and third fiscal quarters each contain twelve weeks and the fourth fiscal quarter contains seventeen weeks.

Use of estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Cash, cash equivalents and restricted cash

Management considers transaction settlements in process from credit card companies and all highly-liquid investments with original maturities of three months or less to be cash equivalents. Amounts due from credit card transactions with settlement terms of less than five days are included in cash and cash equivalents. Credit and debit card receivables included within cash were $1,624 and $1,381 as of April 28, 2024 and April 30, 2023, respectively.

Restricted cash includes cash held to secure a letter of credit, with legally restricted cash collateral provisions, for the benefit of a landlord in exchange for a liquor license for the Company. As of April 28, 2024 and April 30, 2023, the Company had restricted cash of $1,000 and $0, in the consolidated balance sheets, respectively.

Pinstripes Holdings, Inc.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share amounts)

Accounts receivable

Accounts receivable primarily includes amounts due from the service provider processing customer event deposits and amounts due from third-party gift card distributors. The Company monitors the collectability of its receivables with customers based on the length of time the receivable is past due and historical experience. Historically, the amounts of bad debt losses have been de minis.

Prepaid Expenses

Prepaid expenses and deposits consist primarily of prepaid insurance premiums.

Inventories

Inventory, which consists of food and beverages used in operations, is valued at the lower of cost or net realizable value on a first-in, first-out basis (see Note 4). The Company did not record an inventory reserve as of April 28, 2024 and April 30, 2023.

Property and equipment

Property and equipment are carried at cost less accumulated depreciation. Depreciation is computed on the straight-line method, based on assets’ useful lives or the shorter of the estimated useful lives or the terms of the underlying leases of the related leasehold improvements. Estimated depreciable lives for categories of property and equipment follow:


			Depreciable Life - Years
Furniture, fixtures, and equipment			3 - 10
Leasehold improvements			10 - 20
Building and building improvements			15 - 30
Software			3 - 7

Repairs and maintenance are expensed as incurred. Upon sale or retirement, the related cost and accumulated depreciation are removed from the respective accounts, and any resulting gain or loss is included in operating income.

Impairment of long-lived assets

Long-lived assets, such as property and equipment, and operating lease right-of-use assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In determining the recoverability of the asset value, an analysis is performed at the individual store level, since this is the lowest level of identifiable cash flows, and primarily includes an assessment of historical cash flows and other relevant factors and circumstances, including the maturity of the store, changes in the economic environment and future operating plans. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount of an asset group exceeds its estimated future cash flows, an impairment loss is recognized for the amount by which the carrying amount of the asset group exceeds the fair value of the asset group. The fair value is estimated through the cost and income approach.

Projecting undiscounted future cash flows requires the use of estimates and assumptions that are largely unobservable, and classified as Level 3 inputs in the fair value hierarchy. If actual performance does not achieve such projections, the Company may be required to recognize impairment charges in futures periods and such charges could be material.

Due to certain market and operating conditions, the Company recorded an impairment charge of $2,363 primarily related to leasehold improvements and furniture, fixtures and equipment for the fiscal year ended April 30, 2023, with no impairment charges recorded in fiscal year 2024.

Pinstripes Holdings, Inc.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share amounts)

Leases

Leases are recognized in accordance with ASC 842. The Company leases various assets, including real estate, retail buildings, restaurant equipment and office equipment.

The Company has made an accounting policy election applicable to all asset classes not to record leases with an initial term of twelve months or less on the balance sheet as allowed within ASC 842. For leases with an initial term greater than 12 months, a related lease liability is recorded on the balance sheet at the present value of future fixed payments discounted at the Company’s estimated fully collateralized borrowing rate corresponding with the lease term (i.e., incremental borrowing rate). In addition, a right-of-use asset is recorded as the initial amount of the lease liability, plus any initial direct costs incurred and lease prepayment, less any tenant improvement allowance incentives received. Most of the Company’s leases include one or more options to renew, with terms that can extend from 5-10 years. To determine the expected lease term, we excluded all options as it is not reasonably certain we would exercise these options.

Lease payments include fixed payments and variable payments for common area maintenance costs, real estate taxes, insurance related to leases or additional rent based upon sales volume (variable lease cost). Variable lease costs are expensed as incurred whereas fixed lease costs are recorded on a straight-line basis over the life of the lease. The Company does not separate lease and non-lease components (e.g. common area maintenance), which is a policy maintained for all asset classes. Leases do not contain any material residual value guarantee or material restrictive covenants.

Debt and equity issuance costs

Debt issuance costs and discounts are amortized into interest expense over the terms of the related loan agreements using the effective interest method or other methods which approximate the effective interest method. Debt issuance costs related to a recognized debt liability are presented on the consolidated balance sheets as a direct deduction from the carrying amount of that debt liability, consistent with discounts.

Equity issuance costs incurred in connection with the warrants granted to the lenders are recorded as a reduction of additional paid-in capital.

Revenue

Food and beverage revenues and recreation revenues are recognized when payment is tendered at the point of sale as the performance obligation has been satisfied. Food and beverage revenues include the sale of food and beverage products. Recreation revenues include bowling and bocce sales. Revenues are recognized net of discounts and taxes. Event deposits received from guests are deferred and recognized as revenue when the event is held. Event deposits received from customers in advance are included in amounts due to customers in the consolidated balance sheets in the amounts of $6,640 as of April 28, 2024 and $5,453 as of April 30, 2023.

The Company sells gift cards, which do not have expiration dates, and does not deduct non-usage fees from outstanding gift card balances. Gift card sales are initially recorded by the Company as a liability and subsequently recognized as revenue upon redemption by the customer. For unredeemed gift cards that the Company expects to be entitled to breakage and for which there is no legal obligation to remit the unredeemed gift card balances to the relevant jurisdictions, the Company recognizes expected breakage as revenue in proportion to the pattern of redemption by the customers. The determination of the gift card breakage is based on the Company’s specific historical redemption patterns. The contract liability related to gift cards is included in amounts due to customers in the consolidated balance sheets in the

Pinstripes Holdings, Inc.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share amounts)

amounts of $1,993 as of April 28, 2024 and $1,896 as of April 30, 2023. The components of gift card revenue were as follows:


	Fiscal Year Ended
	April 28, 2024		April 30, 2023
Redemptions, net of discounts	$	2,152	$	1,415
Breakage	639		755
Gift card revenue, net	$	2,791	$	2,170

Pre-opening costs

Pre-opening costs, which are expensed as incurred, consist of expenses prior to opening a new store location and are made up primarily of manager salaries, relocation costs, recruiting expenses, payroll and training costs, marketing and travel costs. These costs also include occupancy costs recorded during the period between the date of possession and the date we begin operations at a location. Pre-opening costs were $8,889 and $4,935 for the fiscal years ended April 28, 2024 and April 30, 2023, respectively, due to preparations for new locations under construction.

Advertising Expense

Advertising costs are expensed as incurred in general and administrative expenses in the Company’s consolidated statements of operations. Marketing expenses related to new locations are recorded in preopening expenses in the consolidated statements of operations. Advertising costs incurred were as follows:


	Fiscal Year Ended
	April 28, 2024		April 30, 2023
General and administrative expenses	$	4,958	$	3,044
Pre-opening expenses	910		604
Advertising costs incurred	$	5,868	$	3,648

Store labor and benefits

Store labor and benefits consists of all restaurant-level management and hourly labor costs including salaries, wages, benefits, bonuses and payroll taxes. Corporate-level employees payroll costs are classified within general and administrative expenses on the consolidated statements of operations.

Store occupancy costs, excluding depreciation

Store occupancy costs, excluding depreciation, consists of rent expense, common area maintenance costs, real estate taxes and utilities.

Other store operating expenses, excluding depreciation

The other store operating expenses, excluding depreciation, include all other venue-level operating expenses such as kitchen supplies, repairs and maintenance, credit card and bank fees, third-party delivery service fees and event expenses, except for store labor and related benefits associated with employees.

Stock-based compensation

The Company recognizes compensation expense for stock-based payment awards by charging the fair value of each award, as determined on its grant date, to earnings on a straight-line basis over each award’s requisite vesting period. The requisite service period for the Company’s stock options awards with service is derived by considering both the awards’ vesting period of five years and requisite service period derived from the market condition, which considers achievement of certain share prices. Forfeitures are recorded as they occur. The fair value of each option award is estimated on the date of

Pinstripes Holdings, Inc.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share amounts)

grant based on the Black-Scholes option pricing model or Hull White Binomial Lattice option valuation model. Significant inputs used in these models include the expiration date of the option term, contractual option term, a risk-free interest rate, expected volatility and management’s estimate of the fair value of the Company’s common stock. The Company granted non-employee directors a restricted stock unit award during fiscal year 2024 and compensation expense is recognized based on the grant date fair value over the one-year vesting period (see Note 11).

Fair value of financial instruments

U.S. GAAP establishes a three-tier hierarchy to prioritize the inputs used in the valuation methodologies in measuring the fair value of financial instruments. This hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three-tier fair value hierarchy is:

Level 1 – observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 – include other inputs that are directly or indirectly observable in the marketplace.

Level 3 – unobservable inputs which are supported by little or no market activity.

The carrying value of the Company’s cash and cash equivalents, accounts receivable and accounts payable approximate fair market value due to the short term nature associated with these financial instruments. The fair value of our debt uses Level 3 inputs and Black-Derman-Toy (BDT) interest rate model (see Note 7). The fair value of warrant liabilities is determined using Level 3 inputs and the intrinsic value valuation method, as described in ASC 820 (see Note 12). Stock-based compensation is measured at the grant date using Level 2 inputs and Black-Scholes or Hull White Binomial Lattice option-pricing model (see Note 11).

The Company may be required, from time to time, to measure certain assets at fair value on a nonrecurring basis when events or circumstances indicate that the carrying amount of an asset may not be recoverable. These adjustments to fair value usually result from the write-downs of assets due to impairment.

Income taxes

The Company is taxed as a C corporation under which income taxes are accounted for using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized with respect to future tax consequences attributable to differences between the income tax basis of assets and liabilities and their carrying amounts for financial statement purposes. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be realized or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the period that includes the enactment date.

Classification of instruments as liabilities or equity

The Company has applied ASC 480, Distinguishing Liabilities from Equity, to classify as a liability or equity certain redeemable and/or convertible instruments, including the Company’s preferred stock. The Company determines the liability classification if the financial instrument is mandatorily redeemable for cash or by issuing a variable number of equity shares.

If the Company determines that a financial instrument should not be classified as a liability, it then determines whether the financial instrument should be presented between the liability section and the equity section of the balance sheet as temporary equity. The Company classifies financial instruments as temporary equity if the redemption of the preferred stock or other financial instrument is outside the control of the Company. Otherwise, the Company accounts for the financial instrument as permanent equity. As of April 28, 2024, redeemable convertible preferred stock was converted into common equity in conjunction with the Reverse Recapitalization (see Note 3).

Pinstripes Holdings, Inc.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share amounts)

The Company records temporary equity or permanent equity upon issuance at the fair value, or cash received.

Common and preferred stock

In connection with the Reverse Recapitalization (see Note 3), the following classes of common (collectively, the Class A Common Stock, Series B-1 Common Stock, Series B-2 Common Stock and Series B-3 Common Stock, are referred to as “Common Stock”) and preferred stock were authorized:

•400,000,000 shares of Class A Common Stock at a par value of $0.0001 per share, of which 40,087,785 shares were issued and outstanding as of April 28, 2024

•10,000,000 shares of Series B-1 Common Stock at a par value of $0.0001 per share, of which no shares were issued and outstanding as of April 28, 2024

•10,000,000 shares of Series B-2 Common Stock at a par value of $0.0001 per share, of which no shares were issued and outstanding as of April 28, 2024

•10,000,000 shares of Series B-3 Common Stock at a par value of $0.0001 per share, of which no shares were issued and outstanding as of April 28, 2024

•10,000,000 shares of preferred stock at a par value of $0.0001 per share, of which no shares were issued and outstanding as of April 28, 2024

Recently adopted and issued accounting standards

In November 2023, the FASB issued Update 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures". This Update applies to all public entities that are required to report segment information in accordance with Topic 280. The amendments in this Update improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in this Update do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The standard should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact of adopting this new standard.

In December 2023, the FASB issued Update 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures". This Update applies to all entities that are subject to Topic 740. The amendments in this Update improve income tax disclosures primarily related to the rate reconciliation and income taxes paid information as well as the effectiveness of certain other income tax disclosures. The new standard is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The standard should be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the impact of adopting this new standard.

Note 3 – Reverse Recapitalization

The consummation of the Business Combination was accounted for as a reverse recapitalization in accordance with GAAP (“Reverse Recapitalization”). Under this method of accounting, Banyan is treated as the “acquired” company. Accordingly, for accounting and financial reporting purposes, the financial statements of the combined entity, New Pinstripes, represent a continuation of the consolidated financial statements of Legacy Pinstripes, with the transaction treated as the equivalent of Legacy Pinstripes issuing stock for the net assets of Banyan, accompanied by a recapitalization. The net assets of Banyan are stated at historical cost, which approximates fair value, with no goodwill or other intangible assets recorded. Legacy Pinstripes was determined to be the accounting acquirer due to (i) Legacy Pinstripes’ stockholders comprising the relative majority of the voting power of the combined entity and having the ability to nominate the substantial majority of the board of directors of New Pinstripes, (ii) Legacy Pinstripes’ operations prior to the Reverse

Pinstripes Holdings, Inc.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share amounts)

Recapitalization comprising the only ongoing operations of the combined entity, and (iii) Legacy Pinstripes’ senior management comprising the senior management of the combined company.

In connection with the closing of the Business Combination:

•Immediately prior to the consummation of the Reverse Recapitalization (i) each of the issued and outstanding 11,089,695 shares of Legacy Pinstripes Redeemable Convertible Preferred Stock (including the 850,648 shares of Legacy Pinstripes Series I Redeemable Convertible Preferred Stock and the 35,102 shares payable for the settlement of the cumulative unpaid dividends thereon) were converted into 11,089,695 shares of Legacy Pinstripes Common Stock; (ii) each of the issued and outstanding 354,436 Legacy Pinstripes warrants were converted into 354,436 shares of Legacy Pinstripes Common Stock; and (iii) each of Legacy Pinstripes outstanding principal convertible note obligations were converted into 500,000 shares of Legacy Pinstripes Common Stock (collectively, the “Conversion Shares”);

•Each of the issued and outstanding 17,422,009 shares of Legacy Pinstripes Common Stock held by the Legacy Pinstripes stockholders, including the Conversion Shares, with the exception of the 885,750 shares of Legacy Pinstripes Common Stock issued upon conversion of Legacy Pinstripes Series I Redeemable Convertible Preferred Stock (the “Series I Investors”), were cancelled and converted into 32,206,458 shares of New Pinstripes Class A Common Stock, after giving effect to an exchange ratio of approximately 1.8486 shares of New Pinstripes Class A Common Stock for each share of Legacy Pinstripes as set forth in the BCA (the “Exchange Ratio”);

•Each of the issued and outstanding 885,750 shares of Legacy Pinstripes Common Stock held by the Series I Investors were cancelled and converted into 2,214,375 shares of New Pinstripes Class A Common Stock after giving effect to an exchange ratio of approximately 2.5 shares of New Pinstripes Class A Common Stock for each share of Legacy Pinstripes as set forth in the BCA (the “Series I Exchange Ratio”) (collectively, the Exchange Ratio and the Series I Exchange Ratios are referred to as the “Exchange Ratios”);

•All 32,203 of the issued and outstanding shares of Banyan Redeemable Class A Common Stock held by Banyan stockholders were re-issued as 32,203 shares of New Pinstripes Class A Common Stock;

•Banyan stockholders forfeited an aggregate of 2,768,750 shares of the issued and outstanding Banyan Class A Common Stock which were re-issued as (i) 1,242,975 shares of New Pinstripes Class A Common Stock to the Legacy Pinstripes stockholders (other than the Series I Investors), (ii) 507,025 shares of New Pinstripes Class A Common Stock to the Series I Investors and (iii) 1,018,750 shares of Class A Common Stock to the certain investors in Banyan who agreed not to redeem their respective shares of Banyan Class A Common Stock in connection with Banyan’s extension meeting held on April 21, 2023;

•Each of the remaining issued and outstanding 3,665,000 shares of Banyan Class A Common Stock held by the Banyan stockholders were re-issued as 3,665,000 shares of New Pinstripes Common Stock;

•All of the 2,722,593 issued and outstanding vested and unvested Legacy Pinstripes options held by the Legacy Pinstripes stockholders were converted into New Pinstripes options exercisable for 5,032,434 shares of New Pinstripes Common Stock, after giving effect to the Exchange Ratio, at an exercise price per share equal to the Legacy Pinstripes option exercise price divided by the Exchange Ratio; and

•50,000 shares of New Pinstripes Class A Common Stock were issued to a third party as payment for $500 of transaction costs incurred by Legacy Pinstripes in connection with the closing of the business combination.

Pursuant to the BCA, an aggregate of (i) 1,485,000 of the issued and outstanding shares of Banyan Class A Common Stock and 345,000 of the issued and outstanding shares of Banyan Class B Common Stock held by the Banyan stockholders were re-issued as 1,830,000 shares of New Pinstripes Class B Common Stock, subject to vesting based upon satisfaction of stock trading price conditions (“Sponsor Earnout Shares”), (ii) 5,000,000 shares of New Pinstripes Class B Common Stock were issued to Legacy Pinstripes stockholders, subject to vesting based upon satisfaction of stock trading price conditions (“Target Earnout Shares”), and (iii) 4,000,000 shares of New Pinstripes Class B Common Stock were issued to Legacy Pinstripes stockholders, subject to vesting based upon financial performance in calendar 2024 (“EBITDA Earnout Shares” and, together with the Sponsor Earnout Shares and the Target Earnout Shares, the “Earnout Shares”). The Earnout Shares, which will convert into New Pinstripes Class A Common Stock if the conditions described herein are met,

Pinstripes Holdings, Inc.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share amounts)

are subject to forfeiture if the respective achievement of the specified targets are not met, are classified in stockholders’ equity as the Earnout Shares were determined to be indexed to New Pinstripes Class A Common Stock and meet the requirements for equity-classification (see Note 12).

In connection with the Reverse Recapitalization, Pinstripes entered into a loan agreement with Oaktree Fund Administration, LLC (“Oaktree”) under which Pinstripes obtained a senior secured term loan in the principal amount of $50,000 (see Note 7) and issued warrants to purchase 2,500,000 shares of New Pinstripes Class A Common Stock at an exercise price of $0.01 per share (“ Oaktree Tranche 1 Warrants”). Management evaluated the warrants and concluded the meet the criteria for equity classification (see Note 12).

The number of shares of New Pinstripes Common Stock issued immediately following the consummation of the Reverse Capitalization was as follows:


			Shares
Legacy Pinstripes stockholders(1)			33,449,433
Banyan stockholders(2)			3,697,203
Series I Investors			2,721,400
Other			50,000
Total shares of New Pinstripes Common Stock outstanding immediately following the Reverse Recapitalization			39,918,036

(1) Excludes the 5,000,000 Target Earnout Shares and the 4,000,000 EBITDA Earnout shares subject to forfeiture if the achievement of certain targets is not met.

(2) Includes the 1,018,750 shares of Class A Common Stock to certain investors in Banyan who agreed not to redeem their respective shares of Banyan Class A Common Stock in connection with Banyan’s extension meeting held on April 21, 2023 and excludes the 1,830,000 Sponsor Earnout Shares subject to forfeiture if the achievement of certain targets is not met.

Transaction Costs

During the fiscal year ended April 28, 2024, the Company incurred $24,317 for transaction costs incurred in connection with the Reverse Recapitalization, inclusive of Banyan incurred transaction costs, and $635 for transaction costs incurred with the S-1 and S-8 registration statements. The transaction costs primarily represent fees incurred for financial advisory, legal and other professional services. Transaction costs are reported as a reduction of additional paid-in capital on the consolidated balance sheets as of April 28, 2024, excluding $940 reported as prepaid and other current assets related to director and officer insurance for the Company and Banyan as well as $53 of taxes payable related to consummation of the business combination. Of the total transaction costs incurred as of April 28, 2024, $23,864 has been paid and reflected as a cash outflow from financing activities.

Retroactive Application of Reverse Recapitalization

The Business Combination is accounted for as a reverse recapitalization of equity. Accordingly, the prior period share and per share amounts presented in the consolidated financial statements and related notes have been retroactively adjusted to give effect to the Reverse Recapitalization.

Retroactive Application of Reverse Recapitalization to the Consolidated Balance Sheets

To conform to the retroactive application of the Reverse Recapitalization, the redeemable convertible preferred stock and the total stockholders’ deficit within the consolidated balance sheets have been retroactively converted to New Pinstripes Common Stock using the Exchange Ratios and the New Pinstripes Common Stock par value of $0.0001. Accordingly, the Company reclassified $61 of Legacy Pinstripes Common Stock par value to additional paid-in capital at April 30, 2023.

Retroactive Application of Reverse Recapitalization to the Consolidated Statements of Operations

The weighted average shares during the fiscal years ended April 28, 2024 and April 30, 2023 have been recalculated to give effect to the retroactive application of the Reverse Recapitalization on the outstanding shares. Accordingly, the basic

Pinstripes Holdings, Inc.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share amounts)

and diluted weighted-average Legacy Pinstripes Common Stock were retroactively converted to New Pinstripes Common Stock.

Retroactive Application of Reverse Recapitalization to the Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit

The consolidated statements of redeemable convertible preferred stock and stockholders’ deficit have been recast to reflect the number of New Pinstripes Common Stock issued to Legacy Pinstripes stockholders in connection with the Reverse Recapitalization at the New Pinstripes Common Stock par value of $0.0001. The number of Legacy Pinstripes’ Redeemable Convertible Preferred Stock and Legacy Pinstripes’ Common Stock have been recast after giving effect to the Exchange Ratio in connection with the Reverse Recapitalization, and the related impacts to common stock and additional paid-in-capital for the change in par value.

Note 4 – Inventory

Inventories consist of the following:


	April 28, 2024		April 30, 2023
Beverage	$	672	$	545
Food	277		257
Total	$	949	$	802

Note 5 – Property and Equipment

Property and equipment, net is summarized as follows:


	April 28, 2024		April 30, 2023
Leasehold improvements	$	84,747	$	63,606
Furniture, fixtures, and equipment	50,355		34,069
Building and building improvements	7,000		7,000
Software	18		—
Construction in progress	9,557		24,569
Total cost	151,677		129,244
Less: accumulated depreciation	(71,662)		(66,402)
Property and equipment, net	80,015		62,842

During the fiscal year ended April 28, 2024, the Company capitalized interest expense of $557 into construction in progress.

Construction in progress relates to new locations under construction.

Pinstripes Holdings, Inc.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share amounts)

Note 6 – Other Accrued Liabilities

Other accrued liabilities consist of the following:


	April 28, 2024		April 30, 2023
Accrued payroll	$	3,010	$	2,241

Accrued sales & income tax	1,566		1,072
Accrued interest	206		924
Landlord advances on construction buildout	—		912
Accrued insurance	311		864
Oaktree Tranche 2 Written Option	1,012		—
Accrued other	285		387
Accrued professional fees	156		288
Total	6,546		6,688

Note 7 – Debt

Long-term notes payable consists of the following:


	April 28, 2024		April 30, 2023
PPP and SBA loans	$	500	$	500
Term loans	34,300		22,500
Equipment loan	16,500		11,500
Senior notes	53,430		—
Convertible notes	—		5,000
Finance obligations	6,124		3,995
Other	74		127
Less: unamortized debt issuance costs and discounts	(35,433)		(6,367)
Total	75,495		37,255
Less: current portion of long-term notes payable	(4,818)		(1,044)
Long-term notes payable	$	70,677	$	36,211

PPP & SBA Loans

In April 2020, the Company executed a loan pursuant to the Paycheck Protection Program (“PPP”) loans, which was administered by the Small Business Association (“SBA”) under the CARES Act and the PPP Flexibility Act of 2020, for $7,725.

During the fiscal year ended April 25, 2021, the Company executed three PPP loans totaling $3,265. Each PPP loan matures two years after issuance. The interest rate on each PPP loan was 1.0% annually.

As authorized by the provisions of the CARES Act, the Company applied for forgiveness of a portion of the PPP loans. For the fiscal year ended April 30, 2023, the Company recorded a gain on the extinguishment of debt for $8,458, which includes accrued interest.

Term Loans

On March 7, 2023, the Company entered into a term loan facility (the “Silverview Facility”), consisting of two tranches and detachable warrants (see Note 11), with Silverview Credit Partners LP (“Silverview”) for $35,000 (the “Silverview Tranche 1 Loan”) that matures on June 7, 2027. As part of the transaction, the Company repaid $5,598 of term loans with Live Oak Banking Company. The interest rate on the term loan is 15%, which is payable monthly, and is collateralized by a first lien security interest in the assets of the business. At each six-month interval beginning in March of fiscal year 2024, the Company will begin repaying the principal amount. In March 2024, the Company made a principal

Pinstripes Holdings, Inc.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share amounts)

payment of $700. As of April 28, 2024 and April 30, 2023, the principal outstanding related to the Silverview Tranche 1 Loan is $34,300 and $22,500, respectively.

The Silverview Facility provides for a second tranche (the “Silverview Tranche 2 Loan”) that allows the Company to draw an additional $12,500 solely during the Silverview Tranche 2 Loan availability period, which ends on the earlier of September 7, 2024 or the date on which obligations shall become due and payable in full per the loan agreement. Under the Silverview Tranche 2 Loan, the Company can borrow $2,500 per draw for each of five new store openings ($12,500 in aggregate). The Company had no borrowings outstanding under the Silverview Tranche 2 Loan as of April 30, 2023.

In relation to the above term loans, the Company incurred debt issuance costs and discounts of $5,182, of which $1,354 was debt issuance costs, $2,421 was debt discount and $1,407 was a loan commitment asset within other long-term assets on the consolidated balance sheets as of April 30, 2023.

On August 1, 2023, the Company and Silverview entered into an agreement whereby the Company agreed to grant Silverview Warrants to purchase shares of the Company’s Common Stock issuable and exercisable by Silverview if the Company obtains additional funding under the Silverview Tranche 2 Loan. Simultaneously, the Company amended and restated its existing warrant agreement (see Note 12). The Company determined that the amendment was treated as a debt modification and accordingly, no gain or loss was recognized.

On July 27, 2023, September 29, 2023, October 20, 2023 and December 29, 2023 the Company received $1,000, $1,500, $5,000 and $5,000 respectively, in additional debt proceeds from Silverview under the Silverview Tranche 2 Loan to fund expansion, which bear interest at 15%, and will be payable in full on June 7, 2027. Upon the issuance of each Silverview Tranche 2 Loan , the Company reduced the Silverview Tranche 2 Loan commitment asset for the proportional amount received and presents the amounts as a debt issuance costs and a reduction of the borrowing proceeds (i.e., a debt discount). As of April 28, 2024, the Company has drawn the total $12,500 available under the Silverview Tranche 2 Loan. As such, all of the remaining loan commitment asset of $1,203 has been reclassified to debt discount of $559 and debt issuance costs of $644.

As of April 28, 2024, the Company has recorded debt issuance costs and discounts, net of amortization, of $4,400, of which $1,510 was debt issuance costs and $2,890 was debt discount on the consolidated balance sheets.

Equipment Loan

On April 19, 2023, the Company entered into a subordinated equipment loan (the “Granite Creek Facility”) of $11,500 and detachable warrants (see Note 12) with Granite Creek Capital Partners LLC (“Granite Creek”) that matures on April 19, 2028. The interest rate on the loan is 12% and is payable monthly. The Granite Creek Facility is collateralized by the specific furniture, fixture, and equipment assets of the business. The outstanding principal will be repaid in quarterly installments equal to $431 on the last day of each calendar quarter commencing on September 30, 2024.

On July 27, 2023, the Company restated the term loan agreement with Granite Creek, to provide for $5,000 in additional debt financing and the issuance of additional detachable warrants (see Note 12) for development of new locations that matures on April 19, 2028, bears interest at 12%, and is repayable in quarterly installments beginning September 30, 2024. The Company determined that the amendment was treated as a debt modification and accordingly, no gain or loss was recognized.

In relation to the equipment loan, the Company incurred debt issuance costs and discounts of $2,770, of which $76 was recorded as debt issuance costs and $2,694 was recorded as a debt discount on the consolidated balance sheets as of April 30, 2023.

As of April 28, 2024, the Company has recorded debt issuance costs and discounts, net of amortization, of $3,285, of which $60 was debt issuance costs and $3,225 was debt discount on the consolidated balance sheets.

Senior Notes

On December 29, 2023, in connection with the Reverse Recapitalization (see Note 3), the Company entered into a definitive loan agreement with Oaktree Fund Administration, LLC, as agent, (“Oaktree”) under which the Company issued Senior Secured Notes (“Senior Notes”) to Oaktree, which mature in five years on December 29, 2028, and detachable warrants (see Note 12). The principal payment is due at maturity. The loan agreement provides for Senior Notes of up to

Pinstripes Holdings, Inc.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share amounts)

$90,000 in the aggregate to be funded in two tranches as follows (a) an initial loan of $50,000 (“Oaktree Tranche 1 Loan”), which closed on December 29, 2023 in connection with the closing of the Business Combination, and (b) an additional $40,000 of Senior Notes is to be funded at the sole discretion of Oaktree no earlier than nine months and no later than 12 months after the Business Combination closing date (“Oaktree Tranche 2 Loan”). The Company will use the proceeds from the Oaktree Tranche 1 Loan for general business purposes, including the settlement of Business Combination related transaction costs and to fund expansion efforts. A condition to the funding of the Oaktree Tranche 2 Term Loan is that the Company shall use the proceeds to repay all outstanding amounts under the Silverview Facility. Interest on the Oaktree Tranche 1 Loan accrues on a daily basis calculated based on a 360-day year at a rate per annum equal to (i) 12.5% payable in arrears, at Pinstripes’ option either in cash or in kind (subject to certain procedures and conditions); provided that the interest payable in respect of any period following December 31, 2024, interest under this clause (i) will be required to be paid solely in cash, plus (ii) 7.5% payable quarterly in arrears, at Pinstripes’ option, either in cash or in kind (subject to certain procedures and conditions). On each payment interest date, the Company will increase the principal amount based upon the contractual rate and assume the value of the payment in kind is equal to the amount accrued. The effective interest rate of the original debt will incorporate the paid-in-kind (PIK) interest in the computation of the effective interest rate as an assumed cash flow on each payment date. As of April 28, 2024, the Company recorded $3,430 of accrued PIK interest in long-term notes payable on the consolidated balance sheet.

The obligations of the Company under the Oaktree Tranche 1 Loan are unconditionally guaranteed (the “Guarantees”) by Pinstripes and certain other subsidiaries of Pinstripes (collectively, the “Guarantors”). The obligations under the Oaktree Tranche 1 Loan and the Guarantees are secured by a second lien security interest in substantially all assets of the Guarantors, subordinate to the first lien security interests of the other senior secured lenders (Silverview and Granite Creek) of Pinstripes, and including a pledge of the equity of the Company. Any prepayment of the Oaktree Tranche 1 Loan prior to its maturity date will be subject to a customary “make-whole” premium calculated using a discount rate equal to the yield on comparable Treasury securities plus 50 basis points.

The Oaktree Tranche 2 Loan presents a written option to Oaktree to issue an additional $40,000 of funding at Oaktree’s sole discretion. The Company determined the written option for the Oaktree Tranche 2 Loan requires recognition as a liability and to be remeasured at fair value at the end of each reporting period. On December 29, 2023, the written option was initially recognized at its issuance date fair value of $1,773. During the fiscal year ended April 28, 2024, the Company recorded a gain for the change in fair value of the written option in the amount of $761, which is presented within the change in fair value of warrant liabilities and other in the consolidated financial statements of operations. As of April 28, 2024, the fair value of the written option was $1,012.

As of April 28, 2024, the Company has recorded debt issuance costs and discounts, net of amortization, of $27,747, of which $496 was debt issuance costs and $27,251 was debt discount on the consolidated balance sheets.

Convertible Notes

On June 4, 2021, the Company entered into two convertible note agreements for $5,000 in the aggregate. The convertible notes accrue interest at 1.07% annually and mature on June 4, 2025. Holders of the convertible notes had the right, at their option, to convert all of the outstanding principal and accrued interest to shares of Legacy Pinstripes Common Stock equal to the quotient of (i) the outstanding principal on the convertible note divided by (ii) the conversion price of $10 per share. In connection with the closing of the Business Combination, the convertible note holders elected to convert all of the outstanding $5,000 principal balance and the $137 of accrued unpaid interest to approximately 5,000 shares of Legacy Pinstripes Common Stock. With the election to convert all of the outstanding principal and accrued interest at 1.07%, the holder of the note forfeited additional interest of $890.

Finance Obligations

In 2011, the Company entered into a failed sale leaseback at its Northbrook, Illinois location. The Company sold the building, fixtures, and certain personal property and assigned the ground lease to a new lessor. The Company received $7,000 from the transaction, which was accounted for as a financing obligation with repayment terms of 15 years. The obligation is repaid in monthly installment payments, which includes principal and interest at an 8.15% annual rate. As of April 28, 2024 and April 30, 2023, the principal outstanding was $3,460 and $3,995, respectively.

During the second, third and fourth quarters of fiscal year 2024, the Company entered into agreements to pay for its bowling equipment for four locations through a long-term payment plan. The Company will pay approximately $2,805 for

Pinstripes Holdings, Inc.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share amounts)

the equipment, which was accounted for as a financing obligation with a repayment term of five years. The obligation is repaid in monthly installment payments, which includes principal and interest at a 10% annual rate. As of April 28, 2024, the principal outstanding was $2,664.

Debt Covenants

On December 29, 2023, the Silverview and Granite Creek Facilities were amended in connection with the entry into the Oaktree loan and Oaktree’s entry into intercreditor agreements with each of Silverview and Granite Creek. The Silverview Facility and Granite Creek Facility were amended to align the measurement periods for the financial covenants of all three loan agreements, inclusive of Oaktree, and to provide for the Company’s guarantee of their obligations under each of the Silverview Facility and Granite Creek Facility. The Senior Notes, along with the amended Silverview Facility and Granite Creek Facility, require the Company to maintain a minimum specified total net leverage ratio. The Company’s loan agreements contain events of default with respect to, among other things, default in the payment of principal when due or the payment of interest, fees, and other amounts due thereunder after a specific grace period, material misrepresentations and failure to comply with covenants. The Guarantors are subject to negative covenants restricting the activities of the Guarantors, including, without limitation, limitations on: dispositions, mergers or acquisitions, incurring indebtedness or liens, paying dividends or redeeming stock or making other distributions, making certain investments and engaging in certain other business transactions. The Guarantors were in compliance with the debt covenants as of April 28, 2024. The first covenant measurement period is ending on January 6, 2025.

Liquidity

The Company has reported negative working capital as of April 28, 2024 and had losses from operations and cash used in operating activities for the fiscal year ended April 28, 2024. The Company’s ability to continue as a going concern is dependent upon it generating sufficient cash from operations over the next twelve months from the date of the issuance of these financial statements. The Company believes that its current earnings projections, which include full year results for the stores that opened during the fiscal year ended April 28, 2024, new store openings and strategic cost reductions, along with its existing cash and committed lessor tenant allowances, will provide the liquidity cash necessary to meet its current obligations, including for capital expenditures and lease obligations, and continued operations as they become due for at least the next twelve months.

Fair Value

The fair value of long-term notes payable (including current maturities) as of April 28, 2024 is approximately $71,061 and estimated using Level 3 inputs.

Debt Maturities

Below are the Company’s principal payment maturities as of April 28, 2024, by fiscal year, inclusive of the Oaktree PIK interest added to the principal balance:



2025	$	4,818
2026	7,123
2027	10,198
2028	34,390
2029	75,889
Thereafter	500
Total	$	132,918

Pinstripes Holdings, Inc.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share amounts)

Note 8 – Income Taxes

The components of income tax expense are as follows:


	April 28, 2024		April 30, 2023
Current:
State and local	$	36	$	192
Total current	$	36	192
Income tax expense	$	36	$	192

The income tax provision attributable to net income (loss) differed from the amounts computed by applying the U.S. federal income tax rate of 21% to income (loss) before income tax for the fiscal years ended April 28, 2024 and April 30, 2023 due to the following:


	April 28, 2024		April 30, 2023
U.S. federal provision at statutory tax rate	$	(1,376)	$	(1,540)
State income taxes, net of federal benefit	884		(711)
Permanent differences	295		102
PPP loan forgiveness	—		(1,755)
Stock compensation	—		(12)
Change in fair value of warrant liabilities	(5,593)		—
Return-to-provision	(75)		—
Tax credits	(407)		(157)
Deferred adjustment	1,558		—
Change in valuation allowance	4,672		4,265
Other	78		—
Income tax expense	$	36	$	192

The effective tax rate for the years ended April 28, 2024 and April 30, 2023 was approximately (0.6)%, and (2.6)%, respectively, which was primarily due to the change in fair market value of warrant liabilities, nondeductible transaction costs, the FICA tip credit generated and fully offset by the change in valuation allowance.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax assets and liabilities at April 28, 2024 and April 30, 2023 are as follows:

Pinstripes Holdings, Inc.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share amounts)


	April 28, 2024		April 30, 2023
Deferred tax assets:

Amount due to customers	$	550	$	1,474
Operating lease liabilities	29,718		28,481
Section 163(j) limitation	3,059		1,481
Net operating losses	20,890		14,961
Tax credits	4,735		4,328
Other accrued liabilities	65		97
Stock compensation	552		271
Other	3		3
Deferred tax assets	$	59,572	$	51,096
Valuation allowance	(47,693)		(43,021)
Net deferred tax assets	$	11,879	$	8,075

Deferred tax liabilities:
Property and equipment	$	(2,568)	$	(2,597)
Operating lease right-of-use assets	(9,311)		(5,478)
Total deferred tax liabilities	(11,879)		(8,075)
Net deferred tax liabilities	$	—	$	—

As of April 28, 2024, the Company had federal and state net operating loss (NOL) carryforwards of $87,949 and $145,190, respectively, resulting in an NOL deferred tax asset of $20,890.

The federal NOLs generated prior to 2018 of $15,106, expire at various times between 2029 and 2038. The federal NOLs generated post tax reform (beginning in 2018) of $72,843 can be carried forward indefinitely. Under the CARES Act, a five-year carryback was established for NOLs generated in 2018, 2019 and 2020 and the 80% limitation was suspended as well for NOLs generated in these tax years. These CARES Act provisions apply only to the Federal $9,000 of NOLs generated from fiscal years 2019 to 2021. The Company does not expect to be impacted by the provisions of the CARES Act.

As of April 28, 2024, the Company generated $145,190 in state NOLs, and this amount is subject to various carryforward periods; the state NOLs will expire at various times between 2025 and 2044.

The Company recorded a valuation allowance to reflect the estimated amount of certain U.S. and state deferred tax assets that, more likely than not, will not be realized. In making such a determination, the Company evaluates a variety of factors including the Company's operating history, accumulated deficit and the existence of taxable or deductible temporary differences and reversal periods. The net change in total valuation allowance for the fiscal years ended April 28, 2024 and April 30, 2023, was an increase of $4,672 and $4,265, respectively. The fiscal year 2024 and fiscal year 2023 valuation allowance movements were both driven primarily by U.S. and state NOL and credit carryforwards that are not expected on a more likely than not basis to be realized. The net increase in fiscal year 2024 and fiscal year 2023 fully offset U.S. and state tax benefits.

The Company recognizes the benefit of tax positions taken or expected to be taken in its tax returns in the consolidated financial statements when it is more likely than not that the position will be sustained upon examination by authorities. Recognized tax positions are measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon settlement. As of fiscal years ended April 28, 2024 and April 30, 2023, the Company recorded no accrual for unrecognized tax benefits.

The Company classifies interest expense and penalties related to the underpayment of income taxes in the consolidated financial statements as income tax expense. As of fiscal years ended April 28, 2024 and April 30, 2023, the Company recorded no accrued interest and penalties related to unrecognized tax benefits due to available income tax attribute carryforwards.

Pinstripes Holdings, Inc.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share amounts)

The Company files U.S. federal and various state income tax returns. In the normal course of business, the Company is subject to examination by taxing authorities. The Company is subject to tax examination in the U.S., various states and for the tax years 2020 to the present for federal, and 2020 to present for states. However, the taxing authorities may continue to examine the Company's federal and state net operating loss carryforwards until the statute of limitations closes on the tax years in which the federal and state net operating losses are utilized.

Note 9 – Leases

The Company leases various assets, including real estate, retail buildings, restaurant equipment and office equipment. The Company has non-cancelable operating leases expiring at various times through 2036.

In June 2023, the Company entered into a lease amendment for one location that resulted in a lease modification in accordance with Accounting Standards Codification 842, Leases (ASC 842), under which the Company received an abatement of $4,673 and deferral of previously unpaid rent of $4,500. The modification of the lease increased the lease liability by $2,678, decreased accrued occupancy costs by $9,173 and decreased the lease asset, which resulted in a gain of $3,281 that is included as a reduction in the Company’s store occupancy costs, excluding depreciation, line of the consolidated statements of operations for the fiscal year ended April 28, 2024.

As of April 28, 2024, the Company entered into additional operating leases with $81,226 in aggregate future fixed lease payments related to new locations, which have not yet commenced. As of April 28, 2024, the Company did not have control of the underlying properties.

The components of lease expense are as follows:


	April 28, 2024		April 30, 2023
Operating lease cost	$	12,980	$	14,199
Variable lease cost	5,936		3,616
Short term lease cost	172		43
Total lease cost	$	19,088	$	17,858

The operating lease costs, except pre-opening costs of $1,418 for the year ended April 28, 2024 and $1,547 for year ended April 30, 2023, are included within store occupancy costs on the consolidated statements of operations.

Supplemental cash flow information is as follows:


	April 28, 2024		April 30, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	28,244	$	25,549

The aggregate future fixed lease payments for operating leases as of April 28, 2024 are as follows:


2025	$	25,971
2026	21,858
2027	21,273
2028	20,289
2029	16,866
Thereafter	85,939
Total Lease payments	192,196
Less: imputed interest	(82,682)
Total	$	109,514

Pinstripes Holdings, Inc.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share amounts)

Other information related to operating leases is as follows:


	2024	2023
Weighted-average remaining lease term (years)	12.0	9.8
Weighted-average discount rate	11.7%	9.5%

Note 10 – Redeemable Convertible Preferred Stock

As of October 15, 2023, Legacy Pinstripes had nine classes of preferred stock: Series A, B, C, D, E, F, G, H and I (collectively, the “Preferred Stock”) and a total of 11,054,593 issued and outstanding with a carrying value of $75,262 and a liquidation preference of $114,663. On December 29, 2023, upon the closing of the Business Combination, Series A through Series H converted into New Pinstripes shares of Class A Common Stock based on the Exchange Ratio of approximately 1.8486 and Series I converted into Class A Common Stock based on the Series I Exchange Ratio of approximately 2.5, inclusive of accrued Series I dividends (see Note 3).

The changes in the balance of the Preferred Stock included in the mezzanine equity for the fiscal year ended April 28, 2024 is as follows:


	Balance as of April 30, 2023		Issuance of Redeemable Convertible Preferred Stock, net		Remeasurement to Redemption Amount		Accretion of Cumulative Dividends		Conversion in connection with the Reverse Recapitalization		Balance as of April 28, 2024
Series A	$	1,151	$	—	$	—	$	—	$	(1,151)	$	—
Series B	930		—		—		—		(930)		—
Series C	300		—		—		—		(300)		—
Series D	10,340		—		—		—		(10,340)		—
Series E	2,207		—		—		—		(2,207)		—
Series F	27,290		—		—		—		(27,290)		—
Series G	3,550		—		—		—		(3,550)		—
Series H	7,700		—		—		—		(7,700)		—
Series I	—		19,843		1,423		878		(22,144)		—
Total	$	53,468	$	19,843	$	1,423	$	878	$	(75,612)	$	—

Note 11 – Stock-Based Compensation

Legacy Pinstripes’ 2008 Equity Incentive Plan (the “Plan”) provided for the issuance of 2,900,000 shares of Legacy Pinstripes Common Stock in the form of an option award or restricted stock award to eligible employees and directors. On October 19, 2023, the Board of Directors of Legacy Pinstripes approved a new equity incentive plan, the 2023 Stock Option Plan (the “2023 Plan”), which provided for the issuance of 1,500,000 shares of Legacy Pinstripes Common Stock in the form of options awards to eligible employees and directors. On December 29, 2023, in connection with the closing of the Business Combination, the Board of Directors of the Company approved a 2023 Omnibus Equity Incentive Plan (the “2023 Omnibus Plan”), which provides for the issuances of up to 12,900,000 shares of Class A Common Stock in the form of option awards, stock appreciation rights, restricted stock awards, restricted stock unit awards (“RSUs”) and performance awards to eligible employees and directors. The number of shares of Class A Common Stock available for issuance under the 2023 Omnibus Plan will be subject to an annual increase on the first day of each fiscal year of the Company beginning April 29, 2024, equal to the lesser of (i) 15% of the aggregate number of shares outstanding on the final day of the immediately preceding fiscal year on a fully diluted basis (inclusive of all outstanding awards granted pursuant to the 2023 Omnibus Plan as of such last day and, if applicable, all outstanding purchase rights pursuant to an employee stock purchase plan maintained by the Company as of such last day) and (ii) any such smaller number of shares as is determined by the Board. Option awards vest 20% at the end of each year over five years and expire 10 years from the date of grant, or generally within 90 days of employee termination. There were no restricted stock awards, stock appreciation rights or performance awards outstanding as of April 28, 2024.

Stock Options

Pinstripes Holdings, Inc.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share amounts)

We recorded compensation expense related to stock options of $971 for fiscal year 2024 and $296 for fiscal year 2023. We use the Black-Scholes option-pricing model to measure the fair value of stock options granted to employees. Subsequent to the Reverse Recapitalization (see Note 3), granted options have exercise prices equal to the market price of the Company’s common stock on the grant date. The principal assumptions used in valuing options include: (1) risk-free interest rate - an estimate based on the yield of United States zero coupon securities with a maturity equal to the expected life of the option; (2) expected volatility - an estimate based on the historical volatility of the Company and Peer Group’s common stock for a period equal to the expected life of the option; and (3) expected option life - an estimate based on historical experience.

The assumptions used in the valuation of stock options granted during fiscal years 2024 and 2023 were as follows:


	April 28, 2024			April 30, 2023
Estimated volatility	70.0		%	35 - 40%
Expected term (years)	10.0			N/A
Risk-free rate	4.6		%	2.7 - 4.1%
Expected dividend yield	0.0		%	0.0		%
Weighted average fair value at grant date	$	4.81		$	1.00

A summary of equity classified option activity for the fiscal year ended April 28, 2024 is as follows:


	Number of Options (1)	Weighted-average Exercise Price		Weighted-average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding at April 30, 2023, as previously reported	2,284,399	$	9.84	6.56	$	16,628
Retroactive application of reverse recapitalization	1,938,936	(4.51)		—	$	—
Outstanding at April 30, 2023, as previously reported	4,223,335	$	5.33	6.56	$	16,628
Granted	1,605,234	11.70
Exercised	(47,395)	3.55			$	92
Cancelled or expired	(1,089,473)	8.58
Outstanding at April 28, 2024	4,691,701	$	6.76	6.43	$	—
Exercisable at April 28, 2024	2,495,483	$	4.37	4.50

(1) Number of options and weighted average exercise price has been adjusted to reflect the exchange of Legacy Pinstripes’ stock options for New Pinstripes’ stock options at an exchange ratio of approximately 1.8486 as a result of the Reverse Recapitalization (see Note 3).

The unrecognized expense related to our stock option plan totaled approximately $6,149 as of April 28, 2024 and will be expensed over a weighted average period of 2.03 years.

Restricted Stock Unit Awards

We recorded compensation expense related to RSUs of $207 for fiscal year 2024. We did not grant RSUs prior to fiscal year 2024. On January 19, 2024, non-employee directors received a restricted stock unit award, with the number of shares issued to the director determined by dividing $125,000 by the average of the high and low price of Pinstripes’ common stock on the grant date. The awards vest one year from the grant date. There were no other restricted stock units granted during the fiscal year ended April 28, 2024.

Pinstripes Holdings, Inc.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share amounts)


	Shares	Weighted-Average Grant Date Fair Value Per Share
Unvested at April 30, 2023	—	$	—
Granted	172,806	4.34
Cancelled or expired	—	—
Vested	—	—
Unvested at April 28, 2024	172,806	$	4.34

The unrecognized expense related to our restricted stock units totaled approximately $545 as of April 28, 2024 and will be expensed over a weighted average period of 0.73 years.

Note 12 – Warrants

In fiscal year 2023, the Company issued 267,000 warrants to Silverview (the “Silverview Warrants”), recorded at fair value in additional paid-in capital within the consolidated balance sheets of $1,712, net of issuance costs. Upon surrender of these warrants, the holder was entitled to purchase one share of Legacy Pinstripes Common Stock at an exercise price of $0.01. Furthermore, in fiscal year 2023, the Company issued 7,500 warrants to another service provider with an exercise price of $10 per share.

On August 1, 2023, the Company and Silverview amended and restated the Silverview warrant agreement to correct the number of shares of common stock Silverview was entitled to subscribe and purchase from 258,303 to 162,946. A separate warrant agreement for 8,697 warrants of the 267,000 issued in fiscal year 2023 was not amended and the warrants remained issued. Under the term loan agreement, the Company was contractually obligated to issue a specified number of warrants to Silverview in the event the Company elected to exercise its right to obtain additional funding from Silverview under the term loan agreement. Therefore, the remaining warrants were considered contingently issuable and the contingency was satisfied when a draw on Silverview Tranche 2 Loan occurred. For accounting purposes, all 267,000 warrants were still considered issued and outstanding.

As a result of the amended and restated warrant agreement with Silverview, the Company determined the contingently issuable warrants require recognition as a liability. The contingently issuable warrants were reclassified at their current fair value on August 1, 2023. When the contingently issuable warrants’ contingency was satisfied, the respective warrant shares were considered indexed to the Company’s common stock and qualified for equity classification under the derivative scope exception provided by Accounting Standards Codification, Derivatives and Hedging (ASC 815). Upon the satisfaction of the issuance contingency, the Company shall (i) reclassify the respective warrant shares to equity and (ii) recognize any previous gains or losses in fair value through earnings during the period the shares were classified as a liability.

On August 1, 2023, the Company issued 7,629 warrant shares to Silverview in exchange for $1,000 in funding drawn under the Silverview Tranche 2 Loan (see Note 7). As of August 1, 2023, 179,272 shares were considered issued warrants and 87,728 shares were considered contingently issuable warrants.

On September 29, 2023, the Company issued 11,443 warrants in exchange for $1,500 in funding drawn under the Silverview Tranche 2 Loan. As the contingency was satisfied for these warrants, $173 was reclassed from the warrant liability to additional paid-in-capital.

On October 20, 2023, the Company issued 38,143 warrants in exchange for $5,000 in funding drawn under the Silverview Tranche 2 Loan. As the contingency was satisfied for these warrants, $524 was reclassed from the warrant liability to additional paid-in-capital.

On December 29, 2023, the Company issued 38,142 warrants in exchange for $5,000 in funding drawn under the Silverview Tranche 2 Loan. As the contingency was satisfied for these warrants, $415 was reclassed from the warrant liability to additional paid-in-capital.

In April 2023 and July 2023, the Company also issued 111,619 and 48,530 warrants, respectively, to Granite Creek in connection with its equipment loan agreement (the “Granite Creek Warrants”). Granite Creek had the right to require

Pinstripes Holdings, Inc.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share amounts)

Legacy Pinstripes to pay cash to repurchase all or any portion of the warrants or the shares of Common Stock issued under the warrants. The Company determined these warrants required liability classification in accordance with Accounting Standards Codification 480, Distinguishing Liabilities from Equity (ASC 480), and as a result, recorded a warrant liability of $1,925 as of April 30, 2023. On December 4, 2023, Granite Creek exercised their warrants at a par value of $0.01. The Company de-recognized the warrant liability of $2,202.

In determining the fair value of the Granite Creek warrants and Silverview contingently issuable warrants as of the measurement date, the Company utilized the intrinsic value valuation method using level 3 inputs consisting of the fair value of common stock as of the measurement date less the exercise price of $0.01 for Silverview and less the exercise price of $0.001 for the Granite Creek warrants.

In connection with the Reverse Recapitalization, the holders of Legacy Pinstripes’ warrants elected to convert all outstanding warrants to shares of New Pinstripes Common Stock on a cashless basis (see Note 3). As of April 28, 2024, there were no outstanding Legacy Pinstripes warrants.

In connection with Banyan’s IPO Banyan issued (i) 12,075,000 public warrants (“Public Warrants”) and 11,910,000 private placement warrants (“Private Warrants”). On December 29, 2023, in connection with the Reverse Capitalization, the Company effectively issued an aggregate of 23,985,000 warrants to purchase an equal number of shares of Class A Common Stock, representing the 12,075,000 Public Warrants and 11,910,000 Private Warrants. The Public Warrants and Private Warrants remained unexercised and were issued and outstanding as of April 28, 2024.

The Public Warrants and Private Warrants meet the definition of a derivative instrument, requiring liability classification, and are measured at fair value on a recurring basis with the change in fair value recognized in the Company’s consolidated statements of operations. The fair value of the Public Warrants is measured by the Company’s publicly traded warrant price. In determining the fair value of the Private Warrants, the Company utilizes the Cox-Rubenstein-Ross binomial lattice model using Level 3 inputs consisting of the fair value of the Public Warrants as of the measurement and implied equity volatility. On the December 29, 2023 issuance date, the Company recorded a warrant liability for the Public Warrants and Private Warrants in the fair value amounts of $4,456 and $25,368, respectively. During the year ended April 28, 2024, the Company recognized a gain for the change in fair value of the Public Warrants and Private Warrants, respectively, in the amounts of $2,403 and $22,010.

The Public Warrants are exercisable 30 days after consummation of the Reverse Recapitalization if, and only if, there is a current registration statement in effect with respect to the shares of Common Stock underlying the Public Warrants, and expire five years from the consummation of the Reverse Recapitalization, or earlier upon redemption or liquidation. The redemption of the Public Warrants is as follows:

Redemption of Public Warrants when the price per Common Stock equals or exceeds $18.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants:

•in whole and not in part;

•at a price of $0.01 per warrant;

•upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

•if, and only if, the closing price of the underlying Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders.

If and when the Public Warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of Public Warrants when the price per Common Stock equals or exceeds $10.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants:

•in whole and not in part;

•at $0.10 per warrant;

Pinstripes Holdings, Inc.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share amounts)

•upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise the Public Warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the underlying Common Stock;

•if, and only if, the last reported sale price of the underlying Common Stock equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like) for any 20 trading days within the 30-trading day period ending three trading days before the Company send the notice of redemption to the holders; and

•if the closing price of the underlying Common Stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the holders is less than $18.00 per share, the Private Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

The Private Warrants are identical to the Public Warrants with the exception that the underlying shares of Common Stock issuable upon exercise of Private Warrants are not transferable, assignable or saleable, until 30 days after the consummation of the Reverse Recapitalization, subject to certain limited exceptions. Additionally, the holders have the right to exercise the Private Warrants on a cashless basis and are entitled certain registration rights. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company in all Public Warrant redemption scenarios described above, on the same basis as the Public Warrants.

In connection with the Reverse Recapitalization, the Company entered into a loan agreement with Oaktree (see Note 7). In connection with the closing of the Oaktree Tranche 1 Loan, Oaktree was granted fully detachable warrants exercisable for an aggregate 2,500,000 shares of Class A Common Stock, at an exercise price of $0.01 per share (“Oaktree Tranche 1 Warrants”). In the event that the volume-weighted average price (“VWAP”) per share of the Company’s Class A Common Stock during the period commencing on the 91st day after the closing of the Business Combination and ending 90 days thereafter is less than $8.00 per share, the Company shall grant to Oaktree a warrant to purchase Common Stock for 187,500 shares of Class A Common Stock, at an exercise price of $0.01 per share (“Additional Oaktree Tranche 1 Warrants”). If the VWAP is less than $6.00 during the same period, the Company shall instead grant to Oaktree a warrant to purchase common stock for 412,500 shares of Class A Common Stock, at an exercise price of $0.01 per share (“Additional Oaktree Tranche 1 Warrants”).

In the event the Oaktree Tranche 2 Loan is funded, Oaktree will be granted additional warrants exercisable for an aggregate amount of 1,650,000 shares of Class A Common Stock, at an exercise price of $0.01 per share (“Oaktree Tranche 2 Warrants” (collectively, the Oaktree Tranche 1 Warrants, Additional Oaktree Tranche 1 Warrants and Tranche 2 Warrants are referred to as the “Oaktree Warrants”). In the event that the VWAP per share of Class A Common Stock during the period commencing the 91st day after the closing of the Oaktree Tranche 2 Loan and ending 90 days thereafter is less than $6.00 per share, Oaktree will instead be granted Oaktree Tranche 2 Warrants exercisable for an aggregate of 1,900,000 shares of Class A Common Stock, at an exercise price of $0.01 per share. The Oaktree Warrants will be exercisable on a cashless basis and the Company has agreed to register for the resale of the shares of Class A Common Stock underling the Oaktree Warrants.

The Company determined the Oaktree Tranche 1 Warrants meet the equity classification guidance. Upon surrender of these equity-classified warrants, the holder is entitled to purchase one share of Class A Common Stock at $0.01 per share. The equity classified warrants expire on the 10-year anniversary of the Reverse Recapitalization.

Under the Oaktree loan agreement, the Company is contractually obligated to issue a specified number of warrants to Oaktree based on the scenarios above. Therefore, the Additional Oaktree Tranche 1 Warrants and Oaktree Tranche 2 Warrants are considered contingently issuable and the contingency is satisfied when Oaktree exercises its written option on the Oaktree Tranche 2 Loan and the Class A Common Stock meets the contingency requirements above. When the contingently issuable warrants’ contingency is satisfied, the respective shares underlying these warrants will be considered indexed to the Class A Common Stock and qualify for equity classification under the derivative scope exception provided by ASC 815.

Pinstripes Holdings, Inc.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share amounts)

As of April 28, 2024, outstanding warrants were as follows:


	Number of Warrants	Weighted-Average Exercise Price
Outstanding at April 30, 2023	483,649	$	1.31
Granted	28,864,100	9.56
Expired	—	—
Exercised	(160,149)	$	0.01
Converted in connection with the reverse recapitalization	(390,100)	$	1.71
Outstanding as of April 28, 2024	28,797,500	$	9.58

The Company remeasures the liability-classified warrants to fair value at each reporting period. During the fiscal year ended April 28, 2024, the change in the fair value was as follows:


Warrant liabilities as of April 30, 2023	$	1,925
Granted to Granite Creek	1,015
Reclassification of liability-classified warrants	894
Issuance of contingently issuable shares	(173)
Exercised	(2,202)
Issuance of public and private warrants	29,824
Change in fair value	(25,872)
Warrant liabilities as of April 28, 2024	$	5,411

The change in fair value of the liability-classified warrants is reported in gain on change in fair value of warrant liabilities and other on the consolidated statements of operations. Upon surrender of these liability-classified warrants, the holder is entitled to purchase one share of Class A Common Stock at $11.50 per share. The outstanding liability-classified warrants expire on the five-year anniversary of the closing of the Reverse Recapitalization.

Note 13 – Net Loss Per Share

Basic net loss per share is calculated using the two-class method required for companies with participating securities. The two-class method is an earnings allocation formula under which the Company treats participating securities as having rights to earnings that otherwise would have been available to common shareholders. The Company considers the Redeemable Convertible Preferred Stock to be participating securities as the holders are entitled to receive dividends on an as-if converted basis equal to common stock.

Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of common stock outstanding, including issued but unexercised pre-funded warrants outstanding, during the respective periods. As the contingently issuable warrants are contingent upon additional funding under the Oaktree Tranche 2 loan being received, they have not been included in the calculation of basic net loss per share. Diluted net loss per share is calculated using the more dilutive of either the treasury stock and if-converted method, as applicable, or the two-class method assuming the participating security is not converted.

Pinstripes Holdings, Inc.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share amounts)

The Company did not declare any common stock dividends in the periods presented. The following tables provide the calculation of basic and diluted net loss per share of common stock for the fiscal years ended April 28, 2024 and April 30, 2023:


	April 28, 2024		April 30, 2023
Numerator:
Net loss	(6,789)		(7,525)
Cumulative unpaid dividends on Series I redeemable convertible preferred stock	(878)		—
Change in redemption amount of redeemable convertible preferred stock	(1,423)		—
Net loss available to common stockholders	(9,090)		(7,525)

Denominator:
Weighted average common shares outstanding, basic	22,317,755		11,480,322
Dilutive awards outstanding	—		—
Weighted average common shares outstanding, diluted	22,317,755		11,480,322

Net loss per share:
Basic	$	(0.41)	$	(0.66)
Diluted	$	(0.41)	$	(0.66)

The following table conveys the number of shares that may be dilutive potential common shares in the future. The holders of these shares do not have a contractual obligation to share in the Company’s losses. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted loss per share (in thousands):


	April 28, 2024	April 30, 2023
Stock options	4,692	4,223
Warrants	26,298	194
Preferred Stock (as converted to common stock)	—	18,863
Convertible debt (as converted to common stock)	—	924

Note 14 – Commitments and Contingencies

The Company is subject to certain legal proceedings and claims that arise in the ordinary course of business, including claims alleging violations of federal and state law regarding workplace and employment matters, discrimination, slip-and-fall and other customer-related incidents, and similar matters. While it is not feasible to predict the outcome of all proceedings and exposures with certainty, management believes that, except as set forth below, their ultimate disposition should not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

On November 6, 2023, Riveron Consulting, LLC filed a lawsuit against the Company in the District Court of the 95th Judicial District of Dallas County, Texas for breach of contract and failure to receive compensation for services rendered. The complaint seeks monetary relief for services rendered and attorneys’ fees. The Company has accrued a liability of $464 within accounts payable in the consolidated balance sheets as this amount represents the probable and reasonably estimable cost to resolve this matter.

Note 15 – Related Party Transactions

For the fiscal years ended April 28, 2024 and April 30, 2023, a company owned by an individual with ownership in common shares of the Company, and who is a relative of an executive officer, performed design services and supplied furniture, fixtures and equipment for existing and new locations under construction of $2,647 and $6,553, respectively. As

Second Amended and Restated Business Combination Agreement, date d as of No vember 22, 2023, by and among Banyan Acquisition Corporation, Panther Merger Sub Inc. and Pinstripes, I nc.

Pinstripes Holdings, Inc.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share amounts)

of April 28, 2024 and April 30, 2023, $1,918 and $1,911 due to this related party is included in accounts payable within the consolidated balance sheets, respectively.

Note 16 – Subsequent Events

The Company evaluated subsequent events through June 28, 2024, the date of issuance of these financial statements, and determined there were no additional items that required further disclosure or recognition.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Prior to the Business Combination, we were not required to certify effective disclosure controls and procedures or internal control over financial reporting. Upon consummation of the Business Combination, management is required to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of internal control over financial reporting.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial and accounting officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our management conducted an assessment of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report (under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”)). Based on that assessment, our CEO and CFO have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) were not effective due to material weaknesses in internal control over financial reporting, as described below. Management’s assessment of the effectiveness of our disclosure controls and procedures is expressed at a level of reasonable assurance because management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives.

Management’s Report on Internal Control Over Financial Reporting

Our internal control over financial reporting is a process designed by, or under the supervision of, our CEO and CFO and effected by our Board, management and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with the authorization of our Board and management and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Under the supervision and participation of our management, including our CEO, we evaluated the effectiveness of our internal control over financial reporting based on the framework set forth in Internal Control - Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission and identified certain material weaknesses.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. We have identified material weaknesses in relation to (i) our financial statement close process, (ii) our lease accounting processes and (iii) the maintenance and accuracy of our outstanding equity information and accounting for stock-based compensation. The material weakness related to our financial statement close process resulted from a lack of adequate policies, procedures, controls and sufficient technical accounting personnel to appropriately analyze, record and disclose accounting matters for routine and non-routine transactions timely and accurately. This material weakness contributed to the material weakness related to our lease accounting process, which related to the design of the controls relating to the identification and assessment of lease agreement terms and conditions, assessment of lease modifications and related accounting treatment, as well as to the material weakness related to the design of controls in respect of issuing, tracking and maintaining accurate ledgers as to authorized, issued and outstanding shares and calculations of stock based compensation. This resulted in prior period errors in our accounting records related to our lease obligations, occupancy costs, right of use assets and related financial statement disclosures, along with errors in share capital amounts and stock-based compensation, all of which were corrected in connection with the issuance of the consolidated audited financial statements of Pinstripes as of and for the year ended April 30, 2023. These material

weaknesses did not result in any identified material misstatements to the financial statements for the fiscal year ended April 28, 2024, but based on these material weaknesses, management concluded that at April 28, 2024, our internal control over financial reporting was not effective.

Management’s Remediation Plan

In response to the material weaknesses discussed above, we plan to continue efforts already underway to improve our internal control over financial reporting, which include creating formal policies and procedures governing our financial statement close process and control in the preparation, documentation and review of journal entries and account reconciliations.

We are currently in the process of implementing measures to address the underlying causes of these material weaknesses and the control deficiencies, which include:

•hired additional accounting and financial reporting personnel with GAAP and SEC reporting experience to facilitate second-level reviews and financial reporting oversight;

•on-boarded a third-party equity plan administrator to account for our employee equity plan and transactions;

•developing, communicating and implementing an accounting policy manual for our accounting and financial reporting personnel for recurring transactions and period-end closing processes;

•establishing effective monitoring and oversight controls for non-recurring and complex transactions to ensure the accuracy and completeness of our financial statements and related disclosures;

•reviewing and enhancing IT general controls over information systems relevant to financial reporting, including privileged access and segregation of duties; and

•realigning existing personnel and adding both internal and external personnel to strengthen management’s review and documentation over internal control over financial reporting.

We will continue to review and improve our internal control over financial reporting to address the underlying causes of our material weaknesses and control deficiencies. We cannot be certain that the steps we are taking will be sufficient to remediate the control deficiencies that led to these material weaknesses in our internal control over financial reporting or prevent future material weaknesses or control deficiencies from occurring. In addition, we cannot be certain that we have identified all material weaknesses and control deficiencies in our internal control over financial reporting or that in the future we will not have additional material weaknesses or control deficiencies in our internal control over financial reporting. Further, we continue to review our internal control over financial reporting and disclosure controls and procedures to provide reasonable assurance as to our ability to comply with reporting requirements following the completion of the Business Combination.

Changes in Internal Control over Financial Reporting

Except for the efforts to begin remediating the material weaknesses described above, there were no changes during the fiscal quarter ended April 28, 2024 in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on the Effectiveness of Controls

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in a cost-effective control system, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within our Company have been detected.

These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls

effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies and procedures.

Item 9B. Other Information

Securities Trading Plans of Directors and Executive Officers

During the fiscal quarter ended April 28, 2024, none of our directors or executive officers entered into, modified or terminated, contracts, instructions or written plans for the sale or purchase of our securities that were intended to satisfy the affirmative defense conditions of Rule 10b5-1 or that constituted non-Rule 10b5-1 trading arrangements (as defined in Item 408 of Regulation S-K).

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Information about our directors and executive officers is reported in Part I of this Form 10-K under the heading “Item 1. Business”.

Code of Ethics

We have adopted a Code of Ethics that applies to all of our executive officers, directors and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions and a Code of Ethics for Principal and Senior Financial Officers, which are available on our website at https://investor.pinstripes.com/governance/governance-documents/default.aspx. We will make all disclosures that are required by law or the listing standards of NYSE concerning any amendments to, or waivers from, any provision of the code on our website. The reference to Pinstripes’ website address does not constitute incorporation by reference of the information that will be contained at or available through our website, and you should not consider it to be a part of this Annual Report.

All other information required by this item will be included in our Proxy Statement for the 2024 Annual Meeting of Stockholders and is incorporated herein by reference.

Item 11. Executive Compensation

The information required by this item will be included in our Proxy Statement for the 2024 Annual Meeting of Stockholders and is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners And Management And Related Stockholder Matters

The information required by this item will be included in our Proxy Statement for the 2024 Annual Meeting of Stockholders and is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this item will be included in our Proxy Statement for the 2024 Annual Meeting of Stockholders and is incorporated herein by reference.

Item 14. Principal Accountant Fees and Services

The information required by this item will be included in our Proxy Statement for the 2024 Annual Meeting of Stockholders and is incorporated herein by reference.

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a)(1) Financial Statements.

The financial statements required by this item are listed in Item 8.

(a)(2) Financial Statement Schedules.

All financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in the financial statements or the notes thereto.

(a)(3) Exhibits.

The following is a list of exhibits filed as part of this Annual Report on Form 10-K.

Exhibits

Incorporated by Reference

Exhibit

Description

Form

Exhibit

Filing Date

2.1 *

Banyan Acquisition Corporation’s 8-K

2.1

November 22, 2023

3.1 *

Second Amended and Restated Certificate of Incorporation of Pinstripes Holdings, Inc.

8-K

3.2

January 5, 2024

3.2 *

Amended and Restated Bylaws of Pinstripes Holdings, Inc.

8-K

3.3

January 5, 2024

4.1 *

W arran t Agreement, dated January 19, 2022, by and between Banyan Acquisition Corporation and Continental Stock Transfer & T rust C omp any, as warrant agent

8-K

4.1

January 24, 2022

4.2 *

Form of Oaktree Warrant

8-K

4.2

January 5, 2024

4.3 **

D escription of Securities

10.1 *†

Loan Agreement , dated December 29, 202 3, by and among Pinstripes, Inc. as Borrower, Pinstripes Holdings, Inc. as Holdings, Oak tree Fund Administrat ion, LLC as Agent, and the lenders party thereto

8-K

10.1

January 5, 2024

10.2 *†

Continuing Guaranty Agreement, dated December 29, 2023, by an among each guarantor party thereto and Oaktree Fund Administration, LLC

8-K

10.2

January 5, 2024

10.3 *†

Pledge and Security Agreement, dated as of December 29, 2023, among Pinstripes, Inc., as borrower, Pinstripes Holdings, Inc., as Holdings, each subsidiary of the borrower from time to time party thereto and Oaktree Fund Administration, LLC

8-K

10.3

January 5, 2024

10.4 *†

Fifth Amendment to Loan Agreement and Second Amendment to Pledge and Security Agreement, dated December 29, 2023 to the Loan Agreement, dated as of March 7, 2023 by and among Pinstripes, Inc., Pinstripes Holdings, Inc., the other guarantors party thereto, Silverview Credit Partners, L.P., as agent and the lenders party thereto

8-K

10.4

January 5, 2024

10.5 *†

Omnibus Joinder dated as of December 29, 2023 by and between Silverview Credit Partners, as agent and Pinstripes Holdings, Inc.

8-K

10.5

January 5, 2024

10.6*†

Amendment No. 2 to Term Loan and Security Agreement, dated December 29, 2023, by and among Pinstripes, the lenders party thereto and GCCP II Agent, LLC, as agent for the lenders

8-K

10.6

January 5, 2024

10.7 *†

Continuing Guaranty Agreement, dated December 29, 2023 by each guarantor party thereto and GCCP II Agent, LLC, as agent

8-K

10.7

January 5, 2024

10.8 *

Director Designation Agreement, dated December 29, 2023, by and among Pinstripes Holdings, Inc. and Dale Schwartz

8-K

10.8

January 5, 2024

10.9 *†

Amended and Restated Registration Rights Agreement, dated December 29, 2023, by and among Pinstripes Holdings, Inc. and certain security holders named therein

8-K

10.9

January 5, 2024

10.10 *

Amended and Restated Sponsor Letter Agreement, dated as of November 22, 2023, by and among Banyan Acquisition Corporation, Pinstripes, Inc., Banyan Acquisition Sponsor LLC and other parties thereto .

8-K

10.1

November 22, 2023

10.11 *

Security Holder Support Agreement, dated as of June 22, 2023, by and among Banyan Acquisition Corporation, Pinstripes, Inc. and certain security holders of Pinstripes, Inc. set forth therein .

8-K

10.2

June 23, 2023

10.12 *

Lockup Agreement, dated June 22, 2023, by and among Banyan Acquisition Corporation, Pinstripes, Inc. and certain security holders set forth therein

8-K

10.3

June 23, 2023

10.13 *+

Pinstripes Holdings, Inc. 2028 Omnibus Equity Incentive Plan

8-K

10.13

January 5, 2024

10.14 *+

Pinstripes Holdings, Inc. Employee Stock Purchase Plan

8-K

10.14

January 5, 2024

10.15 *+

Form of Indemnity Agreement

8-K

10.20

January 5, 2024

10.16 *

L etter Agreement

8-K

10.1

January 24, 2022

10.17 *

W arrant Pur chase Agreement with Banyan Acquisition Sponsor LLC

8-K

10.5

January 24, 2022

10.18 *

B TIG Warrants Purchase Agreement , dated January 19, 2022, by and between Banyan Ac quisition Corporation and BTIG

8-K

10.5

January 24, 2022

10.19 *

I -Bankers Wa rrants P urchase Agreement, dated January 19, 2022, by and between Banyan Acquisition Co rporation and I-Bankers

8-K

10.6

January 24, 2022

10.20 *

S upport Services Agreement, dated J anuary 19, 2022, by and betwee n Banyan Acquisition Co rporation and the Sponsor

8-K

10.7

January 24, 2022

10.21 *#

M aster Services Agreement, dated as of January 1, 202 3, by and between Sysco Chicago Inc. and its affiliates and Pi nst ripes Inc.

S-4/A

10.18

November 28, 2023

10.22 *#

D istribution Capab ilit ies and Proposal for Pinstripes Inc. with Edward Don & Company

8-K

10.1

April 23, 2024

10.23 *†

Term Loan and Security Agreement, dated as of April 19, 2023, by and between GCCP II Agent, LLC and Pinstripes Inc.

S-4/A

10.20

November 28, 2023

10.24*†

Amendment No. 1 to the Loan and Security Agreement, dated as of July 27, 2023, by and among Pinstripes Inc., the financial institutions party thereto and GCCP II Agent, LLC

S-4/A

10.21

November 28, 2023

10.25*†

Vendor Agreement, dated as of April 19, 2023, by and among GCCP II Agent, LLC, C. Rae Interiors, Ltd. and Pinstripes Inc.

S-4/A

10.22

November 28, 2023

10.26*†

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

S-4/A

10.23

November 28, 2023

10.27 *†

Pledge and Security Agreement, dated as of March 7, 2023, by and among Pinstripes Inc., Pinstripes Hillsdale LLC, Pinstripes at Prairiefire, Inc., Pinstripes Illinois, LLC, and Silverview Credit Partners LP

S-4/A

10.24

November 28, 2023

10.28 *†

Continuing Guaranty Agreement, dated as of March 7, 2023, by and among Pinstripes Inc., Pinstripes Hillsdale LLC, Pinstripes at Prairiefire, Inc., Pinstripes Illinois, LLC, and Silverview Credit Partners LP

S-4/A

10.25

November 28, 2023

10.29 *†

First Amendment to Loan Agreement and First Amendment to Pledge and Security Agreement, dated as of April 19, 2023, by and among Pinstripes, Inc., Silverview Credit Partners LP, and other institutional investors from time to time

S-4/A

10.26

November 28, 2023

100

10.30 *†

Second Amendment to Loan Agreement and Limited Consent, dated as of July 27, 2023, by and among Pinstripes, Inc., Silverview Credit Partners LP, and other institutional investors from time to time

S-4/A

10.27

November 28, 2023

10.31 *†

Third Amendment to Loan Agreement and Limited Consent, dated as of August 9, 2023, by and among Pinstripes, Inc., Silverview Credit Partners LP, and other institutional investors from time to time

S-4/A

10.28

November 28, 2023

10.32 *†

Agreement of Sale and Purchase, dated as of July 2, 2014, between Pinstripes Northbrook, LLC, and 30 West Pershing, LLC, for the Sale and Purchase of Pinstripes Northbrook, 1150 Willow Road, Northbrook, Illinois

S-4/A

10.29

November 28, 2023

16.1 *

L etter of Ernst & Young LLP

8-K

16.2

January 5, 2024

21.1 *

L ist of Subsidiaries

8-K

21.1

January 5, 2024

23.1 **

Consent of Grant Thornton LLP

23.2 **

Consent of Ernst & Young LLP

31.1 **

Certification of Chief Executive Officer pursuant to SEC Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 **

Certification of Chief Financial Officer pursuant to SEC Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 ***

Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 ***

Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97.1 **

Pinstripes Holdings, Inc. Executive Officer Incentive Compensation Recoupment (Clawback) Policy, adopted on December 29, 2023

101

101 **

The following information from our Annual Report on Form 10-K for the year ended April 28 2024, formatted in iXBRL (inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit, (iv) Consolidated Statements of Cash Flows and (v) Notes to Consolidated Financial Statements.

104 **

Inline XBRL for the cover page of this Annual Report on Form 10-K; included in Exhibit 101 Inline XBRL document set.

__________________

 *         Previously filed.

**        Filed herewith.

*** Furnished herewith.

†          Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

+ Indicates management plan or compensatory arrangement.

# Certain confidential portions of this exhibit were omitted by means of marking such portions with asterisks because the identified portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.

Item 16. Form 10-K Summary

None.

102

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned; thereunto duly authorized.

Date: June 28, 2024

By:

/s/ Dale Schwartz

Name:

Dale Schwartz

Title:

President and Chief Executive Officer

Date: June 28, 2024

By:

/s/ Anthony Querciagrossa

Name:

Anthony Querciagrossa

Title:

Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

NAME

POSITION

DATE

/s/ Dale Schwartz

Chairperson, Chief Executive Officer and Director

June 28, 2024

Dale Schwartz

/s/ Jerry Hyman

Director

June 28, 2024

Jerry Hyman

/s/ Anthony Querciagrossa

Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

June 28, 2024

Anthony Querciagrossa

/s/ Diane Aigotti

Director

June 28, 2024

Diane Aigotti

/s/ George Koutsogiorgas

Director

June 28, 2024

George Koutsogiorgas

/s/ Larry Kadis

Director

June 28, 2024

Larry Kadis

/s/ Jack Greenberg

Director

June 28, 2024

Jack Greenberg

/s/ Daniel Goldberg

Director

June 28, 2024

Daniel Goldberg

103

DESCRIPTION OF SECURITIES

The following summary of the material terms of Pinstripes’ securities. It is not intended to be a complete summary of the rights and preferences of such securities. We urge you to read the applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”), the Second Amended and Restated Certificate of Incorporation (the “Charter”) and Amended and Restated Bylaws (the “Bylaws”) and the warrant-related documents described herein, each of which is filed as an exhibit to the annual report on the Form 10-K of which this Exhibit [4.4] is a part (the “Annual Report”), carefully and in their entirety because they describe the rights and preferences of our securities. Capitalized terms used herein but not otherwise defined shall have the meaning as set forth in the Annual Report.

Authorized and Outstanding Stock

Our Charter authorizes the issuance of 440,000,000 shares, consisting of (a) 400,000,000 shares of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), (b) 30,000,000 shares of Class B Common Stock, par value $0.0001 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”), of which 10,000,000 shares are designated as Series B-1 Common Stock, par value $0.0001 per share (“Series B-1 Common Stock”), 10,000,000 shares are designated as Series B-2 Common Stock, par value $0.0001 per share (“Series B-2 Common Stock” and, together with the Series B-1 Common Stock, the “Vesting Shares”), and 10,000,000 shares are designated as Series B-3 Common Stock, par value $0.0001 per share (“Series B-3 Common Stock”), and (c) 10,000,000 shares of undesignated preferred stock, par value $0.0001 per share (the “Preferred Stock”). The outstanding and issued shares of Common Stock are duly authorized, validly issued, fully paid and non-assessable.

Common Stock

Our Charter provides for two classes of Common Stock: Class A Common Stock and Class B Common Stock, consisting of Series B-1 Common Stock, Series B-2 Common Stock and Series B-3 Common Stock. As of June 28, Pinstripes had 40,087,786 outstanding shares of Class A Common Stock and no outstanding shares of Class B Common Stock and no outstanding shares of Preferred Stock. All shares of Common Stock are fully paid and non-assessable.

Voting power

Except as otherwise required by law or as otherwise provided in our Charter, including any certificate of designation for any series of Preferred Stock, the holders of Common Stock possess all voting power for the election of Pinstripes’ directors and all other matters requiring stockholder action. Holders of Common Stock are entitled to one vote per share on matters to be voted on by stockholders. Holders of shares of Common Stock vote together as a single class on all matters properly submitted to a vote of the stockholders.

Dividends

Our Charter provides that holders of Class A Common Stock (including Class A Common Stock which convert from Class B Common Stock) will be entitled to receive such dividends, if any, as may be declared from time to time by the Board in its discretion out of funds legally available therefor. In no event will any stock dividends or stock splits or combinations of stock be declared or made on Class A Common Stock unless the shares of Class A Common Stock at the time outstanding are treated equally and identically.

Liquidation, dissolution and winding up

Our Charter provides that the event of Pinstripes’ voluntary or involuntary liquidation, dissolution or winding-up, after payment or provision for payment of the debts and other liabilities of Pinstripes, the holders of shares of Class A Common Stock (including shares of Class A Common Stock issued upon conversion of Common Stock including as a result of a B-1 Vesting Event (as defined in our Charter), B-2 Vesting Event (as defined in our Charter), B-3 Vesting Event (as defined in our Charter), Change of Control Vesting Event (as defined in our

Charter), First EBITDA Change of Control Vesting Event (as defined in our Charter), or Second EBITDA Change of Control Vesting Event (as defined in our Charter) that occurred as a result of such liquidation) will be entitled to receive ratably in proportion to the number of shares of Common Stock held by them, all Pinstripes’ remaining assets available for distribution to stockholders, after the rights of the holders of the Preferred Stock have been satisfied.

Preemptive or other rights of Pinstripes’ stockholders

Pinstripes’ stockholders will have no preemptive or other subscription rights and there will be no sinking fund or redemption provisions applicable to the Common Stock.

Election of directors and vacancies

Under our Charter, the Board is divided into three classes, as nearly equal in number as possible and designated Class I, Class II and Class III, each of which is generally elected for a three-year term with only one class of directors being elected in each year. The holders of shares of Common Stock do not have cumulative voting rights. Subject to the rights of the holders of one or more series of Preferred Stock, voting separately by class or series, to elect directors pursuant to the terms of one or more series of Preferred Stock, the election of directors shall be determined by a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon.

Quorum

Under our Charter, the holders of 33-1∕3% of the voting power of Common Stock issued and outstanding and entitled to vote there at, present in person or represented by proxy, will constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise required by law or provided by our Charter. If, however, such quorum will not be present or represented at any meeting of the stockholders, the holders of a majority of the voting power present in person or represented by proxy, will have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum will be present or represented. At such adjourned meeting at which a quorum will be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting will be given to each stockholder entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.

Class B Common Stock

Vesting Shares

Our Charter provides that the Earnout Shares and Vesting Shares, 50% of which are designated as Series B-1 Common Stock and 50% of which are designated as Series B-2 Common Stock are subject to the following vesting conditions (any one or more of which may be satisfied at the same time) and transfer restrictions:

(a)if the daily volume-weighted average sale price of one share of Class A Common Stock quoted on the New York Stock Exchange (the “NYSE”) (or, if not the NYSE, the principal securities exchange on which the shares of Class A Common Stock are then listed) is greater than or equal to $12.00 for any twenty days on which shares of Class A

Common Stock are actually traded on the NYSE (or, if not the NYSE, the principal securities exchange on which the shares of Class A Common Stock are then listed) (each such day, a “Trading Day”) (which twenty days may or may not be consecutive) within any thirty consecutive Trading Day period during the Earnout Period, then one-hundred percent of the shares of Series B-1 Common Stock will immediately vest and convert into shares of Class A Common Stock;

(b)if the daily volume-weighted average sale price of one share of Class A Common Stock quoted on the ”NYSE” is greater than or equal to $14.00 for any twenty Trading Days (which twenty days may or may not be consecutive) within any thirty consecutive Trading Day Period during the Earnout Period, an aggregate of one-hundred percent of the Series B-2 Common Stock will immediately vest and convert into shares of Class A Common Stock;

(c)If a Change of Control (as defined in the Charter) occurs during the five-year period beginning on December 20, 2023 , the Series B-1 Common Stock and the Series B-2 Common Stock will vest and convert into shares of Class A Common Stock immediately prior to the consummation of such Change of Control as follows: (i) if the price per share paid or payable to the stockholders of Pinstripes in connection with such Change of Control is less than $12.00, then no Series B-1 Common Stock or Series B-2 Common Stock will vest in connection with such Change of Control and all outstanding shares of Series B-1 Common Stock and Series B-2 Common Stock will be immediately cancelled; (ii) if the price per share paid or payable to the stockholders of Pinstripes in connection with such Change of Control is equal to or greater than $14.00, then one-hundred percent of any outstanding shares of Series B-1 Common Stock and Series B-2 Common Stock will vest and convert into shares of Class A Common Stock immediately prior to the consummation of such Change of Control; and (iii) if the price per share paid or payable to the stockholders of Pinstripes in connection with such Change of Control is equal to or greater than $12.00 but less than $14.00, then one-hundred percent of any outstanding shares of Series B-1 Common Stock will vest and convert into shares of Class A Common Stock immediately prior to the consummation of such Change of Control and any outstanding shares of Series B-2 Common Stock will be forfeited for no consideration;

(d)Unvested Class B Common Stock will not entitle the holder of such Class B Common Stock to any consideration in connection with any sale or other transaction (other than as provided above) and will not be allowed to be offered, sold, transferred or otherwise disposed of by any holder of such Class B Common Stock and will bear a customary legend with respect to such transfer restrictions. Any attempt to sell, transfer or otherwise dispose of Class B Common Stock will be null and void. Notwithstanding the transfer restrictions described here, transfers and sales of shares of Class B Common Stock are permitted: (i) to any affiliate of a holder of Class B Common Stock, or as a distribution to a holder’s limited partners, members or stockholders; (ii) to Pinstripes’ directors or officers, or any affiliate or family member of any of Pinstripes’ officers or directors; (iii) in the case of an individual, by gift to a member of that individual’s immediate family or an affiliate of that individual, or to a charitable organization; (iv) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (v) in the case of an individual, pursuant to a qualified domestic relations order; (vi) in the case of a trust, by distribution to one or more of the permissible beneficiaries of the trust; (vii) in the case of an individual, to a partnership, limited liability company or other entity of which that individual and/or the immediately family of that individual are the legal and beneficial owners; (viii) in the case of an entity, by virtue of the laws of the state of that entity’s organization and that entity’s organizational documents upon dissolution of that entity; or (ix) to Pinstripes pursuant to any contractual arrangement that provides for the repurchase by Pinstripes, or forfeiture of Class B Common Stock in connection with the termination of a holder’s service to Pinstripes; and

(e)Our Charter provides that, as long as any Class B Common Stock remain subject to vesting and forfeiture, if Pinstripes pays or makes any dividends or distributions to the holders of Class A Common Stock, holders of Class B Common Stock that remain subject to vesting and forfeiture will not receive any dividends or distributions, but instead will receive the right to receive, from Pinstripes, upon the vesting of the Class B Common Stock for which such right is issued, the dividend or distribution paid or made in respect of each share of Class A Common Stock.

EBITDA Earnout Shares

The EBITDA Earnout Shares (which were issued as Series B-3 Common Stock) are subject to the following vesting condition and transfer restrictions:

(a)If Pinstripes’ public issuance of an earnings release for Pinstripes’ fiscal quarter ending at the end of the period starting on January 8, 2024 and ending on January 5, 2025 (the “EBITDA Earnout Period”) reports 2024 EBITDA equal to or greater than $28,000,000, then one-hundred percent of the shares of Series B-3 Common Stock immediately vest and convert into shares of Class A Common Stock

(b)If there is a Change of Control during the EBITDA Earnout Period, then one-hundred percent of the shares of Series B-3 Common Stock vest and convert into shares of Class A Common Stock immediately prior to the consummation of the Change of Control;

(c)If a Change of Control occurs during the period beginning on the first day after the end of the EBITDA Earnout Period and ending on the date that Pinstripes publicly issues its earnings release for Pinstripes’ fiscal quarter ending on the last day of the EBITDA Earnout Period, then, as a condition to the consummation of such Change of Control, 2024 EBITDA shall be calculated prior to the consummation of such Change of Control. If the 2024 EBITDA equals or exceeds $28,000,000, all of the Series B-3 Common Stock shall vest and convert into shares of Class A Common Stock immediately prior to the consummation of the Change of Control, and if the 2024 EBITDA is less than $28,000,000, all of the Series B-3 Common Stock shall be forfeited for no consideration immediately prior to the consummation of the Change of Control;

(d)On the day immediately following the day on which Pinstripes public issues its earnings release for Pinstripes’ fiscal quarter ending on the last day of the EBITDA Earnout Period, all shares of Series B-3 Common Stock that have not converted to shares of Class A Common Stock pursuant to and in accordance with our Charter shall, automatically, without any further action on the part of any holder thereof, Pinstripes or any other person, be forfeited, cancelled and transferred to Pinstripes, without consideration;

(e)Unvested EBITDA Earnout Shares will not entitle the holder of such EBITDA Earnout Shares to any consideration in connection with any sale or other transaction and will not be allowed to be offered, sold, transferred or otherwise disposed of by any holder of such EBITDA Earnout Shares and will bear a customary legend with respect to such transfer restrictions. Any attempt to sell, transfer or otherwise dispose of unvested EBITDA Earnout Shares will be null and void. Notwithstanding the transfer restrictions described here, transfers and sales of unvested EBITDA Earnout Shares are permitted: (i) to any affiliate of a holder of unvested EBITDA Earnout Shares, or as a distribution to a holder’s limited partners, members or stockholders; (ii) to Pinstripes’ directors or officers, or any affiliate or family member of any of Pinstripes’ officers or directors; (iii) in the case of an individual, by gift to a member of that individual’s immediate family or an affiliate of that individual, or to a charitable organization; (iv) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (v) in the case of an individual, pursuant to a qualified domestic relations order; (vi) in the case of a trust, by distribution to one or more of the permissible beneficiaries of the trust; (vii) in the case of an individual, to a partnership, limited liability company or other entity of which that individual and/or the immediately family of that individual are the legal and beneficial owners; (viii) in the case of an entity, by virtue of the laws of the state of that entity’s organization and that entity’s organizational documents upon dissolution of that entity; or (ix) to Pinstripes pursuant to any contractual arrangement that provides for the repurchase by Pinstripes, or forfeiture of Earnout Shares in connection with the termination of a holder’s service to Pinstripes; and

(f)As long as the EBITDA Earnout Shares remain subject to vesting and forfeiture, if Pinstripes pays or makes any dividends or distributions to the holders of Class A Common Stock, holders of EBITDA Earnout Shares will not receive any dividends or distributions, but instead will receive the right to receive, from Pinstripes, upon the vesting of the EBITDA Earnout Share for which such right is issued, the dividend or distribution paid or made in respect of each share of Class A Common Stock.

Preferred Stock of Pinstripes

Our Charter provides, that shares of Preferred Stock may be issued from time to time in one or more series. The Board is authorized to fix the voting rights, if any, designations, powers and preferences, and the relative, participating, optional or other special rights, and any qualifications, limitations and restrictions thereof, applicable to the shares of each series of Preferred Stock. The Board may, without stockholder approval, issue Preferred Stock with voting and other rights that could adversely affect the voting power and other rights of the holders of Common

Stock and could have anti-takeover effects. The ability of the Board to issue Preferred Stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control or the removal of existing management. Pinstripes had no Preferred Stock outstanding as of June 28, 2024.

Warrants

As of the June 28, 2024, there was 26,485,000 shares of Class A Common Stock issuable upon exercise of Pinstripes’ warrants, consisting of 22,794,000 shares issuable upon exercise of the Public Warrants, 11,910,000 shares issuable upon exercise of the Private Placement Warrants and 2,912,500 shares issuable upon exercise of the Oaktree Warrants.

Registration Rights

On April 19, 2024, our registration statement on Form S-1 (“Registration Statement”) became effective, which registers (i) the issuance of shares of Class A Common Stock issuable upon exercise of the Public Warrants and Private Placement Warrants, and (ii) the resale of the Private Warrants and the shares of Class A Common Stock issuable upon exercise of the Public Warrants, Private Placement Warrants and Oaktree Warrants. We will use our best efforts to maintain the effectiveness of the Registration Statement, and a current prospectus relating thereto, until the expiration of the Public Warrants, Private Placement Warrants and Oaktree Warrants in accordance with the provisions of the Warrant Agreement and the Oaktree Warrants; provided that if the Class A Common Stock is at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Pinstripes is not be obligated to deliver any shares of Class A Common Stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A Common Stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to Pinstripes satisfying Pinstripes’ obligations described below with respect to registration. No warrant is exercisable and Pinstripes is not obligated to issue shares of Class A Common Stock upon exercise of a warrant unless Class A Common Stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event is Pinstripes required to cashless settle any warrant, or issue securities or other compensation in exchange for the warrants, in the event that Pinstripes is unable to register or qualify the shares underlying the warrants under applicable state securities laws and no exemption is available.

Public Warrants

Each whole Public Warrant entitles the registered holder to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as discussed below. Pursuant to the Warrant Agreement, a Public Warrant holder may exercise its Public Warrants only for a whole number of shares of Class A Common Stock. This means that only a whole Public Warrant may be exercised at any given time by a Public Warrant holder. For example, if a Public Warrant holder holds one-half of one Public Warrant, such warrant will not be exercisable. The Public Warrants will expire on December 29, 2028, at 5:00 p.m., New York time, or earlier upon redemption or liquidation.

Redemption of Public Warrants when the price per share of Class A Common Stock equals or exceeds $18.00.

Once the Public Warrants become exercisable, Pinstripes may redeem the outstanding Public Warrants

•in whole and not in part;

•at a price of $0.01 per Public Warrants;

•upon not less than 30 days’ prior written notice of redemption to each Public Warrants holder;

•if, and only if, the last reported sale price of Class A Common Stock for any 20-trading days within a 30-trading day period ending on the third trading day prior to the date on which Pinstripes sends the notice of redemption to the Public Warrant holders (referred to as the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Public Warrant).

Pinstripes will not redeem the Public Warrants as described above unless a registration statement under the Securities Act covering the issuance of the shares of Class A Common Stock issuable upon exercise of the Public Warrants is then effective and a current prospectus relating to those shares of Class A Common Stock is available throughout the 30-day redemption period. If and when the Public Warrants become redeemable by Pinstripes, Pinstripes may exercise its redemption right even if Pinstripes is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Pinstripes has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the Public Warrant exercise price. If the foregoing conditions are satisfied and Pinstripes issues a notice of redemption of the Public Warrants, each Public Warrant holder will be entitled to exercise their Public Warrants prior to the scheduled redemption date. However, the price of the Class A Common Stock may fall below the $18.00 redemption trigger price (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Public Warrant) as well as the $11.50 (for whole shares) Public Warrant exercise price after the redemption notice is issued.

Redemption of Public Warrants when the price per share of Class A Common Stock equals or exceeds $10.00.

Once the Public Warrants become exercisable, Pinstripes may redeem the outstanding Public Warrants:

•in whole and not in part;

•at $0.10 per Public Warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Public Warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” of Class A Common Stock (as defined below) except as otherwise described below;

•if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Public Warrant); and

•if the Reference Value is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Public Warrant), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

During the period beginning on the date the notice of redemption is given, holders may elect to exercise their Public Warrants on a cashless basis. The numbers in the table below represent the number of shares of Class A Common Stock that a Public Warrant holder will receive upon such cashless exercise in connection with a redemption by Pinstripes pursuant to this redemption feature, based on the “fair market value” of Pinstripes Class A Common Stock on the corresponding redemption date (assuming holders elect to exercise their Public Warrants and such Public Warrants are not redeemed for $0.10 per Public Warrant), determined for these purposes based on volume weighted average price of Class A Common Stock during the ten trading days immediately following the date on which the notice of redemption is sent to the holders of Public Warrants, and the number of months that the corresponding redemption date precedes the expiration date of the Public Warrants, each as set forth in the table

below. Pinstripes will provide its Public Warrant holders with the final fair market value no later than one business day after the ten-trading day period described above ends.

The share prices set forth in the column headings of the table below will be adjusted as of any date on which the number of shares issuable upon exercise of a Public Warrant or the exercise price of a Public Warrant is adjusted. If the number of shares issuable upon exercise of a Public Warrant is adjusted, the adjusted share prices in the column headings will equal the share prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a Public Warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a Public Warrant as so adjusted. The number of shares in the table below shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a Public Warrant. If the exercise price of a Public Warrant is adjusted, (a) in the case of an adjustment, the adjusted share prices in the column headings will equal the unadjusted share price multiplied by a fraction, the numerator of which is the higher of the Market Value (as defined in the Registration Statement) and the Newly Issued Price (as defined in the Registration Statement) and the denominator of which is $10.00 and (b) in the case of an adjustment, the adjusted share prices in the column headings will equal the unadjusted share price less the decrease in the exercise price of a Public Warrant pursuant to such exercise price adjustment.


	Fair Market Value of 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

The exact fair market value and redemption date may not be set forth in the table above, in which case, if the fair market value is between two values in the table or the redemption date is between two redemption dates in the table, the number of shares of Class A Common Stock to be issued for each Public Warrant exercised will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower fair market values and the earlier and later redemption dates, as applicable, based on a 365- or 366-day year, as applicable. For example, if the volume weighted average price of Class A Common Stock during the ten trading days immediately following the date on which the notice of redemption is sent to the holders of the Public Warrants is $11.00 per share, and at such time there are 57 months until the expiration of the Public Warrants, holders may choose to, in connection with this redemption feature, exercise their Public Warrants for 0.277 shares of Class A Common Stock for each whole Public Warrant. For an example where the exact fair market value and redemption date are not as set forth in the table above, if the volume weighted average price of Class A Common Stock during the ten trading days immediately following the date on which the notice of redemption is sent to the holders of the Public Warrants is $13.50 per share, and at such time there are 38 months until the expiration of the Public Warrants, holders may choose to, in connection with this redemption feature, exercise their Public Warrants for 0.298 shares of Class A Common Stock for each whole Public Warrant. In no event will the Public Warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A Common Stock per Public Warrant (subject to adjustment). Finally, as reflected in the table above, if the Public Warrants are out of the money and about to expire, they cannot be exercised on a cashless basis in connection with a redemption by Pinstripes pursuant to this redemption feature, since they will not be exercisable for any shares of Class A Common Stock.

This redemption feature differs from the typical warrant redemption features used in some other blank check offerings, which typically only provide for a redemption of warrants for cash when the trading price for the Class A Common Stock exceeds $18.00 per share for a specified period of time. This redemption feature is structured to allow for all of the outstanding Public Warrants to be redeemed when the shares of Class A Common Stock are trading at or above $10.00 per share, which may be at a time when the trading price of Class A Common Stock is below the exercise price of the Public Warrants. Pinstripes has established this redemption feature to provide Pinstripes with the flexibility to redeem the Public Warrants without the Public Warrants having to reach the $18.00 per share threshold set forth above under “- Redemption of Public Warrants when the price per share of Class A Common Stock equals or exceeds $18.00.” Holders choosing to exercise their Public Warrants in connection with a redemption pursuant to this feature will, in effect, receive a number of shares for their Public Warrants based on an option pricing model with a fixed volatility input as of January 19, 2022. This redemption right provides Pinstripes with an additional mechanism by which to redeem all of the outstanding Public Warrants, and therefore have certainty as to Pinstripes’ capital structure as the Public Warrants would no longer be outstanding and would have been exercised or redeemed. Pinstripes will be required to pay the applicable redemption price to Public Warrant holders if Pinstripes chooses to exercise this redemption right and it will allow Pinstripes to quickly proceed with a redemption of the Public Warrants if Pinstripes determines it is in its best interest to do so. As such, Pinstripes would redeem the Public Warrants in this manner when Pinstripes believes it is in its best interest to update Pinstripes’ capital structure to remove the Public Warrants and pay the redemption price to the Public Warrant holders.

As stated above, Pinstripes can redeem the Public Warrants when the shares of Class A Common Stock are trading at a price starting at $10.00, which is below the exercise price of $11.50, because it will provide certainty with respect to Pinstripes’ capital structure and cash position while providing Public Warrant holders with the opportunity to exercise their Public Warrants on a cashless basis for the applicable number of shares. If Pinstripes chooses to redeem the Public Warrants when the shares of Class A Common Stock are trading at a price below the exercise price of the Public Warrants, this could result in the Public Warrant holders receiving fewer shares of Class A Common Stock than they would have received if they had chosen to exercise their Public Warrants for shares of Class A Common Stock if and when such shares of Class A Common Stock were trading at a price higher than the exercise price of $11.50.

No fractional shares of Class A Common Stock will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, Pinstripes will round down to the nearest whole number of the number of shares of Class A Common Stock to be issued to the holder.

Private Placement Warrants

The Private Placement Warrants are identical to the Public Warrants sold as part of the units in Banyan Acquisition Corporation’s initial public offering (the “IPO”), except that, so long as they are held by the Banyan Acquisition Sponsor LLC (the “Sponsor”), BTIG, LLC and I-Bankers Securities, Inc. (the “IPO Underwriters”) or their permitted transferees: (i) they will not be redeemable by us , except under certain circumstances when the price per share of the Class A Common Stock equals or exceeds $10.00; (ii) they (including the shares of Pinstripes Holdings Class A Common Stock issuable upon exercise of the Private Placement Warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of the Business Combination; (iii) they may be exercised by the holders on a cashless basis; and (iv) they (including the shares of Class A Common Stock issuable upon exercise of the Private Placement Warrants) are entitled to certain resale registration rights. If the Private Placement Warrants are held by holders other than the Sponsor, the IPO Underwriters or their permitted transferees, the Private Placement Warrants will be redeemable by Pinstripes in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants included in the units sold in the IPO. In addition, for as long as the Private Placement Warrants sold to the IPO Underwriters are held by the IPO Underwriters or their designees or affiliates, they will be subject to the lock-up and registration rights limitations imposed by FINRA Rule 5110 and may not be exercised after five years from the commencement of sales in the IPO.

Except as described above, if holders of the Private Placement Warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering his, her or its warrants for that number of shares of Class A Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A Common Stock underlying the warrants, multiplied by the excess of the “historical fair market value” (defined below) less the exercise price of the warrants by (y) the historical fair market value. For these purposes, the “historical fair market value” shall mean the average last reported sale price of the Class A Common Stock for the ten trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent.

If, at the time of redemption, the warrants are exercisable for a security other than the shares of Class A Common Stock pursuant to the warrant agreement, the warrants may be exercised for such security. At such time as the warrants become exercisable for a security other than the shares of Class A Common Stock, the Company (or surviving company) will use its commercially reasonable efforts to register under the Securities Act the security issuable upon the exercise of the warrants.

Public Warrant and Private Warrant Redemption procedures

A holder of a Public Warrant or Private Warrant (together, the “warrants”) may notify Pinstripes in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 9.8% (or such other amount as a holder may specify) of the shares of Class A Common Stock issued and outstanding immediately after giving effect to such exercise.

Public Warrant and Private Warrant Anti-dilution adjustments

If the number of issued and outstanding shares of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a split-up of shares of Common Stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Common Stock issuable on exercise of each warrant will be increased in proportion to such increase in the issued and outstanding shares of Common Stock. A rights offering made to all or substantially all holders of Common Stock entitling holders to purchase shares of Common Stock at a price less than the “historical fair market value” (as defined below) will be deemed a stock dividend of a number of shares Common Stock equal to the product of (1) the number of shares of Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for shares of Common Stock) and (2) one minus the quotient of (x) the price per share of Common Stock paid in such rights offering and (y) the historical fair market value. For these purposes, (1) if the rights offering is for securities convertible into or exercisable for shares of Common Stock, in determining the price

payable for Common Stock, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (2) “historical fair market value” means the volume weighted average price of Common Stock during the ten-trading day period ending on the trading day prior to the first date on which the shares of Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

In addition, if Pinstripes, at any time while the Public Warrant and Private Warrant (together, the “warrants”) are outstanding and unexpired, pays to all or substantially all of the holders of Common Stock a dividend or make a distribution in cash, securities or other assets to the holders of Common Stock on account of such shares of Common Stock (or other securities into which the warrants are convertible), other than (a) as described above, or (b) any cash dividends or cash distributions which, when combined on a per share basis with all other cash dividends and cash distributions paid on the Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50 per share, then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each shares of Common Stock in respect of such event.

If the number of issued and outstanding shares of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Common Stock issuable on exercise of each warrant will be decreased in proportion to such decrease in issued and outstanding shares of Common Stock.

Whenever the number of shares of Common Stock purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of shares of Common Stock purchasable upon the exercise of the warrants immediately prior to such adjustment and (y) the denominator of which will be the number of shares of Common Stock so purchasable immediately thereafter.

In case of any reclassification or reorganization of the issued and outstanding shares of Common Stock (other than those described above or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of Pinstripes with or into another corporation (other than a merger or consolidation in which Pinstripes is the continuing corporation and that does not result in any reclassification or reorganization of Pinstripes’ issued and outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of Pinstripes as an entirety or substantially as an entirety in connection with which Pinstripes is dissolved, the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the shares of Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares, stock or other equity securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received if such holder had exercised their warrants immediately prior to such event. However, if such holders were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such merger or consolidation, then the kind and amount of securities, cash or other assets for which each warrant will become exercisable will be deemed to be the weighted average of the kind and amount received per share by such holders in such merger or consolidation that affirmatively make such election, and if a tender, exchange or redemption offer has been made to and accepted by such holders (other than a tender, exchange or redemption offer made by the company in connection with redemption rights held by stockholders of the company as provided for in the Charter or as a result of the redemption of shares of Common Stock by Pinstripes if a proposed Business Combination is presented to the stockholders for approval) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the issued and

outstanding shares of Common Stock, the holder of a warrant will be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such warrant holder had exercised the warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the shares of Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustment (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in the Warrant Agreement. Additionally, if less than 70% of the consideration receivable by the holders of Common Stock in such a transaction is payable in the form of Common Stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises the warrant within 30 days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement between Pinstripes and Continental Stock Transfer & Trust Company, dated as of January 19, 2022 (the “Warrant Agreement”) based on the per share consideration minus the Black-Scholes Warrant Value (as defined in the Warrant Agreement) of the warrant.

The warrants are issued in registered form under the Warrant Agreement. The Warrant Agreement provides that (a) the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement set forth in the prospectus relating to the IPO, or defective provision or (ii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the warrants and (b) all other modifications or amendments require the vote or written consent of at least 65% of the then outstanding Public Warrants and, solely with respect to any amendment to the terms of the Private Placement Warrants or any provision of the Warrant Agreement with respect to the Private Placement Warrants, at least 65% of the then outstanding Private Placement Warrants.

The warrant holders do not have the rights or privileges of holders of Class A Common Stock and any voting rights until they exercise their warrants and receive shares of Class A Common Stock. After the issuance of shares of Class A Common Stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.

No fractional warrants will be issued upon separation of the units and only whole warrants will trade.

Oaktree Warrants

December 29, 2023, Pinstripes 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 commitment of $50.0 million to Pinstripes (the “Oaktree Tranche 1 Loan”) from the Lenders. In connection with the closing of the Oaktree Tranche 1 Loan, the Lenders were granted fully detachable warrants exercisable for an aggregate of 2,500,000 shares of Class A Common Stock, at a strike price equal to $0.01 per share (the “Oaktree Warrants”) and as a result of the volume-weighted average price per share of Class A Common Stock during the period commencing on the 91st day after the closing of the Oaktree Tranche 1 Loan and ending 90 days thereafter being less than $6.00 per share, the Lenders were granted additional Oaktree Warrants exercisable for 412,500 shares of Class A Common Stock.

The Oaktree Warrants may be exercised at any time before December 29, 2033, on a cashless basis. Subject to customary exceptions, the Lenders may not transfer, assign or sell any Tranche 1 Warrants, or the shares of Class A Common Stock underlying such Oaktree Warrants, until December 29, 2024. Pursuant to the Registration Statement the shares of Class A Common Stock underlying the Oaktree Warrants are registered for resale.

The Oaktree Loan Agreement also provides that the Lenders have the option at their sole discretion and election, but not the obligation, subject to satisfaction of certain conditions, to fund an additional loan of $40.0 million (the “Tranche 2 Loans”) no earlier than September 29, 2024 and no later than December 29, 2024. The Oaktree Loan Agreement provides that in connection with the funding of Tranche 2 Loans, the Lenders will be granted additional warrants exercisable for an aggregate of 1,750,000 shares of Class A Common Stock, at a strike

price equal to $0.01 per share (the “Tranche 2 Warrants”) and that in the event that the volume-weighted average price per share of Class A Common Stock during the period commencing on the 91st day after December 29, 2023 and ending 90 days thereafter is less than $6.00 per share, the Lenders will instead be granted Tranche 2 Warrants exercisable for an aggregate of 1,900,000 shares Class A Common Stock, at a strike price equal to $0.01 per share.

Under the Loan Agreement, the Agent, at its election, has the right to either appoint a director to the Board or an observer to the Board, and has initially elected to appoint an observer to the Board.

Omnibus Equity Incentive Plan and Employee Stock Purchase Plan Shares

On December 27, 2023, at Pinstripes’ special meeting, the stockholders approved each of the 2023 Omnibus Equity Incentive Plan (the “Omnibus Plan”) and the 2023 Employee Stock Purchase Plan (the “ESPP”). On April 22, 2024, we filed a registration statement, which became effective upon filing, relating to the issuance by Pinstripes of up to 12,900,000 shares (the “Omnibus Plan Shares”) of the Class A Common Stock issuable pursuant to the Omnibus Plan, and 850,000 shares of Common Stock (the “ESPP Shares”), issuable pursuant to the ESPP. The Omnibus Plan and the ESPP initially reserve for issuance 12,900,000 shares of Class A Common Stock and 850,000 shares of Class A Common Stock, respectively. The Omnibus Plan also provides for an “evergreen provision” pursuant to which the number of shares of Class A Common Stock reserved for issuance pursuant to awards under such plan shall be increased on the first day of each calendar year, equal to the lesser of (a) fifteen percent of the aggregate number of shares of Common Stock outstanding on the last day of the immediately preceding calendar year and (b) such smaller number of shares of Class A Common Stock as determined by the Board, or a duly authorized committee thereof.

Dividends

Pinstripes has not paid any cash dividends on Common Stock to date. The payment of cash dividends in the future will be dependent upon Pinstripes’ revenues and earnings, if any, capital requirements and general financial condition. The payment of any cash dividends is within the discretion of the Board. In addition, the Board is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future. Further, Pinstripes’ ability to declare dividends may be limited by restrictive covenants Pinstripes Holdings may agree to in connection with any indebtedness incurred.

Exclusive forum for certain lawsuits

Our Charter requires, unless Pinstripes consents in writing to an alternative forum, that the Delaware Court of Chancery be the sole and exclusive forum for: (1) derivative actions or proceedings brought on behalf of Pinstripes Holdings; (2) actions asserting a claim of fiduciary duty owed by any of Pinstripes’ directors, officers or employees to Pinstripes or Pinstripes’ stockholders; (3) civil actions to interpret, apply, enforce or determine the validity of Pinstripes’ Charter or Bylaws; or (4) actions asserting a claim governed by the internal affairs doctrine. Under our Charter, if the Delaware Court of Chancery lacks jurisdiction over any of the foregoing actions or proceedings, then the sole and exclusive forum for such actions or proceedings will be another state or federal court located in the State of Delaware, as long as such court has jurisdiction over the parties. Because these Delaware forum provisions require Pinstripes’ stockholders to bring certain types of actions and proceedings relating to Delaware law in the Delaware Court of Chancery or another state or federal court located in the State of Delaware, they may prevent Pinstripes’ stockholders from bringing such actions or proceedings in another court that a stockholder may view as more convenient, cost-effective or advantageous to the stockholder or the claims made in such action or proceeding, or may discourage them from bringing such actions or proceedings.

In addition, pursuant to our Charter, the U.S. federal district courts are, to the fullest extent permitted by applicable law, be the sole and exclusive forum for any action asserting a claim arising under the Securities Act. This forum provision prevents Pinstripes’ stockholders from bringing claims arising under the Securities Act in state court, which court Pinstripes’ stockholders may view as more convenient, cost effective or advantageous to the claims made in such action and therefore may discourage such actions. While the Delaware Supreme Court has recently upheld provisions of the certificates of incorporation of other Delaware corporations that are similar to this forum provision and courts in California and New York have also upheld similar exclusive forum provisions, there

is currently a circuit split as to whether exclusive forum provisions requiring derivative litigation to be filed in the Delaware Court of Chancery could foreclose a derivative suit alleging a violation of the Exchange Act.

Neither the Delaware nor the Securities Act forum provisions are intended by Pinstripes Holdings to limit the forums available to Pinstripes’ stockholders for actions or proceedings asserting claims arising under the Exchange Act, which are already limited to the federal courts of the United States pursuant to the Exchange Act.

Limitations on liability and indemnification of officers and directors

Our Charter provides, to the fullest extent that the DGCL or any other law of the State of Delaware (as any such law exists on the date hereof or as it may hereafter be amended) permit the limitation or elimination of the liability of directors or officers, no director or officer of Pinstripes shall be liable to Pinstripes or any of its stockholders for monetary damages for breach of fiduciary duty as a director or officer. To the fullest extent permitted by applicable law, as the same exists or may hereafter be amended, Pinstripes shall indemnify, defend and hold harmless each person who is or was made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he or she is or was a director or officer of Pinstripes or, while a director or officer of Pinstripes, is or was serving at the request of Pinstripes as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other capacity while serving as a director, officer, employee or agent, against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred by such indemnitee in connection with such proceeding.

Under our Charter, Pinstripes is, to the fullest extent not prohibited by applicable law, to pay the expenses (including attorneys’ fees) incurred by an indemnitee in defending or otherwise participating in any proceeding in advance of its final disposition; provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking, by or on behalf of the indemnitee, to repay all amounts so advanced if it shall ultimately be determined that the indemnitee is not entitled to be indemnified.

Director and officer indemnification agreements

Pinstripes has entered into indemnification agreements with each of its directors and executive officers. These agreements require Pinstripes to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to Pinstripes, and to advance expenses incurred as a result of any proceeding as to which they could be indemnified. Pinstripes also entered into indemnification agreements with its future directors and executive officers. Insofar as indemnification for liabilities arising under the Securities Act may be extended to directors, officers or persons controlling Pinstripes pursuant to the foregoing, Pinstripes will be informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Pinstripes of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered on a registration statement filed with the SEC by Pinstripes, Pinstripes will, unless in the opinion of Pinstripes’ counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act and Pinstripes will be governed by the final adjudication of such issue.

Quotation of Securities

Our Class A Common Stock and the Public Warrants are listed on the NYSE under the symbols “PNST” and “PNST WS,” respectively.

Transfer Agent and Warrant Agent

The transfer agent for our Common Stock and warrant agent for the Public Warrants and Private Warrants is Continental Stock Transfer & Trust Company. Pinstripes has agreed to indemnify Continental Stock Transfer & Trust Company in its roles as transfer agent and warrant agent, its agents and each of its stockholders, directors, officers and employees against all liabilities, including judgments, costs and reasonable counsel fees that may arise out of acts performed or omitted for its activities in that capacity, except for any liability due to any gross negligence, willful misconduct or bad faith of the indemnified person or entity.

Certain Anti-Takeover Provisions of our Charter and our Bylaws

Classified board of directors

Our Charter provides that the Board is classified into three classes of directors, as nearly equal in number as possible and designated Class I, Class II and Class III, each of which is generally elected for a three-year term with only one class of directors being elected in each year. As a result, in most circumstances, a person can gain control of the Board only by successfully engaging in a proxy contest at two or more annual meetings.

Under our Charter, subject to the Director Designation Agreement with respect to the rights of certain parties to fill vacancies on the Board (but only to the extent the Director Designation Agreement remains in effect), newly created directorships resulting from an increase in the number of directors and any vacancies on the board resulting from death, resignation, retirement, disqualification, removal or other cause may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director (and not by stockholders), and any director so chosen shall hold office for the remainder of the full term of the class of directors to which the new directorship was added or in which the vacancy occurred and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal. In addition, under the Director Designation Agreement, Mr. Dale Schwartz has the ability to request the removal of each of his board designees and take any and all actions reasonably necessary or appropriate to cause the removal of his board designee from the Board. Pursuant a letter agreement between Mr. Schwartz and each of his board designees, each designee has agreed to tender his or her resignation upon such request from Mr. Schwartz.

Authorized but unissued capital stock

Authorized but unissued Common Stock and Preferred Stock are available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved Common Stock and Preferred Stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

Special meeting of stockholders

Our Bylaws provide that special meetings of Pinstripes’ stockholders may be called only by a majority vote of the Board, by Pinstripes’ Chief Executive Officer or by Pinstripes’ Chairperson of the Board.

Action by written consent

Under our Bylaws, unless otherwise required by law, and subject to the rights of the holders of one or more series of Pinstripes’ Preferred Stock then outstanding, as may be set forth in the certificate of designations for such series of Preferred Stock, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken only upon the vote of Pinstripes’ stockholders at such meeting duly noticed and called in accordance with our Bylaws and may not be taken by written consent of stockholders without a meeting.

Advance notice requirements for stockholder proposals and director nominations

Our Bylaws provide that stockholders seeking to bring business before an annual meeting of stockholders, or to nominate candidates for election as directors at an annual meeting of stockholders, must provide timely notice of

their intent in writing. To be considered timely under our Bylaws, a stockholder’s notice will need to be received by the company secretary at the principal executive offices not later than the close of business on the 120th day nor earlier than the open of business on the 150th day prior to the first anniversary of the preceding year’s annual meeting. Pursuant to Rule 14a-8 of the Exchange Act, proposals seeking inclusion in Pinstripes’ annual proxy statement must comply with the notice periods contained therein. Our Bylaws specify certain requirements as to the form and content of a stockholders’ notice. These provisions may preclude stockholders from bringing matters before an annual meeting of stockholders or from making nominations for directors at an annual meeting of stockholders.

Director Designation Agreement

Mr. Dale Schwartz, the President and Chief Executive Officer of Pinstripes, entered into the Director Designation Agreement, pursuant to which, among other things (but only to the extent the Director Designation Agreement remains in effect), Mr. Schwartz has the right to designate: (i) four directors for election to the Board so long as he or any trusts or family partnerships he controls (collectively, the “Schwartz Group”) beneficially own a number of shares (provided that no member of the Schwartz Group will be deemed to beneficially own any unvested Earnout Shares or unvested EBITDA Earnout Shares) equal to at least 70% of, the number of, shares of Class A Common Stock issued to the Schwartz Group pursuant to the Business Combination, but excluding any unvested Vesting Shares and any unvested EBITDA Earnout Shares (the “Key Individual Shares”), (ii) three directors for election to the Board so long as the members of the Schwartz Group beneficially own a number of shares equal to at least 50% (but less than 70%) of the number of Key Individual Shares, (iii) two directors for election to the Board so long as the members of the Schwartz Group beneficially own a number of shares equal to at least 25% (but less than 50%) of the number of Key Individual Shares and (iv) one director for election to the board of Pinstripes so long as the members of the Schwartz Group beneficially own a number of shares equal to at least 10% (but less than 25%) of the number of Key Individual Shares. Pursuant to the Director Designation Agreement, Mr. Schwartz also has the right to designate a majority of the members of each committee of the Board for so long as Mr. Schwartz has the ability to designate at least four individuals for nomination to the Board. At all other times that Mr. Schwartz has the ability to designate at least one individual for nomination to the Board, Mr. Schwartz will have the ability to designate at least one-third, but in no event fewer than one, of the members of each committee. In addition, Mr. Schwartz has the ability to request the removal of each of his board designees and take any and all actions reasonably necessary or appropriate to cause the removal of his board designee from Board. Pursuant to a letter agreement between Mr. Schwartz and each of his board designees, each designee has agreed to tender his or her resignation upon such request from Mr. Schwartz. Pursuant to the Director Designation Agreement, Pinstripes Holdings will not increase or decrease the size of the Board or take certain other actions that might reasonably be deemed to adversely affect any of Mr. Schwartz’ rights thereunder without the consent of Mr. Schwartz, so long as Mr. Schwartz has the ability to designate at least one individual for nomination to the Board. Each of Mr. Schwartz’s designees (other than himself) must qualify as independent directors under the rules of the NYSE (or, if not the NYSE, the principal U.S. national securities exchange upon which the Class A Common Stock is then listed).

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We have issued our report dated June 28, 2024, with respect to the consolidated financial statements included in the Annual Report of Pinstripes Holdings, Inc. on Form 10-K for the year ended April 28, 2024. We consent to the incorporation by reference of said reports in the Registration Statements of Pinstripes Holdings, Inc. on Form S-8 (File No. 333-276660).

/s/ GRANT THORNTON LLP

Grant Thornton LLP
June 28, 2024

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-278870) pertaining to the Pinstripes Holdings, Inc. 2023 Omnibus Equity Incentive Plan and Pinstripes Holdings, Inc. 2023 Employee Stock Purchase Plan of Pinstripes Holdings, Inc. of our report dated September 6, 2023 (except for the effect of reverse recapitalization discussed in Note 3, as to which the date is April 1, 2024), with respect to the consolidated financial statements of Pinstripes, Inc. (the predecessor to Pinstripes Holdings, Inc.) as of and for the fiscal year ended April 30, 2023, included in this Annual Report (Form 10-K) for the fiscal year ended April 28, 2024.

/s/ Ernst & Young LLP

Chicago, Illinois
June 28, 2024

EXHIBIT 31.1

CERTIFICATIONS

I, Dale Schwartz, certify that:

1.I have reviewed this annual report on Form 10-K of Pinstripes Holdings, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 28, 2024

/s/ Dale Schwartz

Dale Schwartz

Chairman and Chief Executive Officer

EXHIBIT 31.2

CERTIFICATIONS

I, Anthony Querciagrossa, certify that:

1.I have reviewed this annual report on Form 10-K of Pinstripes Holdings, Inc.;

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 28, 2024

/s/ Anthony Querciagrossa

Anthony Querciagrossa

Chief Financial Officer

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Annual Report of Pinstripes Holdings, Inc. (the Company) on Form 10-K for the fiscal year ended April 28, 2024, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Dale Schwartz, Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Dale Schwartz

Dale Schwartz

Chairman and Chief Executive Officer

April 28, 2024

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Annual Report of Pinstripes Holdings, Inc. (the Company) on Form 10-K for the fiscal year ended April 28, 2024, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Anthony Querciagrossa, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Anthony Querciagrossa

Anthony Querciagrossa

Chief Financial Officer

April 28, 2024

Pinstripes Holdings, Inc.

Executive Officer Incentive Compensation Recoupment

(Clawback) Policy

Adopted by the Board of Directors on December 29, 2023

1.Purpose. The purpose of this Pinstripes Holdings, Inc. (together with its subsidiaries, the “Company”) Executive Officer Incentive Compensation Recoupment (Clawback) Policy (this “Policy”) is to enable the Company to recover Erroneously Awarded Compensation from Covered Executive Officers in the event that the Company is required to prepare an Accounting Restatement. This Policy is designed to comply with, and shall be interpreted to be consistent with, Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as codified in Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rule 10D-1 promulgated under the Exchange Act (“Rule 10D-1”) and Section 303A.14 of the New York Stock Exchange (“NYSE”) Listed Company Manual (the “Listing Standards”). Unless otherwise defined in this Policy, capitalized terms shall have the meaning ascribed to such terms in Section 2.

2.Definitions. As used in this Policy, the following capitalized terms shall have the meanings set forth below.

a.“Accounting Restatement” means an accounting restatement of the Company’s financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements (i.e., a “Big R” restatement), or to correct an error that is not material to the previously issued financial statements, but that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (i.e., a “little r” restatement).

b.“Accounting Restatement Date” means the earlier to occur of: (i) the date the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if the Board’s action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement and (ii) the date a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement.

c.“Applicable Period” means, with respect to any Accounting Restatement, the three completed fiscal years immediately preceding the Accounting Restatement Date, as well as any transition period (that results from a change in the Company’s fiscal year)

within or immediately following those three completed fiscal years (except that a transition period that comprises a period of at least nine months shall count as a completed fiscal year).

d.“Board” means the board of directors of the Company.

e.“Code” means the U.S. Internal Revenue Code of 1986, as amended. Any reference to a section of the Code or regulation thereunder includes such section or regulation, any valid regulation or other official guidance promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

f.“Covered Executive Officer” means an individual who is currently or previously served as the Company’s principal executive officer, principal financial officer, principal accounting officer (or, if there is no such accounting officer, the controller), vice-president of the Company in charge of a principal business unit, division or function (such as sales, administration, or finance), an officer who performs (or performed) a policy-making function, or any other person who performs (or performed) similar policy-making functions for the Company or is otherwise determined to be an executive officer of the Company pursuant to Item 401(b) of Regulation S-K. An executive officer of the Company’s parent or subsidiary is deemed a “Covered Executive Officer” if the executive officer performs (or performed) such policy-making functions for the Company. The determination as to who constitutes a “Covered Executive Officer” shall be made by the Board.

g.“Erroneously Awarded Compensation” means, in the event of an Accounting Restatement, the amount of Incentive-Based Compensation previously received that exceeds the amount of Incentive-Based Compensation that otherwise would have been received had it been determined based on the restated amounts in such Accounting Restatement, and must be computed without regard to any taxes paid by the relevant Covered Executive Officer; provided, however, that for Incentive-Based Compensation based on stock price or total stockholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement: (i) the amount of Erroneously Awarded Compensation must be based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total stockholder return upon which the Incentive-Based Compensation was received, and (ii) the Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to the NYSE.

h.“Financial Reporting Measure” means any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements and any measure that is derived wholly or in part from such measure. Financial Reporting Measures include, but are not limited to, the following (and any measures derived from the following): the Company’s stock price; total shareholder return; revenues; net income; operating income; profitability of one or more reportable segments; financial ratios (e.g., accounts receivable turnover and inventory turnover rates); earnings before interest, taxes, depreciation and amortization (“EBITDA”) ; adjusted EBITDA, funds from operations and adjusted funds from operations; liquidity

measures (e.g., working capital, operating cash flow); return measures (e.g., return on invested capital, return on assets); earnings measures (e.g., earnings per share); sales per square foot or same store sales, where sales are subject to an Accounting Restatement; revenue per user, or average revenue per user, where revenue is subject to an Accounting Restatement; cost per employee, where cost is subject to an Accounting Restatement; any of such financial reporting measures relative to a peer group, where the Company’s financial reporting measure is subject to an Accounting Restatement; and tax basis income. A Financial Reporting Measure is not required to be presented within the Company’s financial statements or included in a filing with the U.S. Securities and Exchange Commission (the “SEC”) to qualify as a “Financial Reporting Measure.”

i.“Incentive-Based Compensation” means any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure. Incentive-Based Compensation is deemed “received” for purposes of this Policy in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the payment or grant of such Incentive-Based Compensation occurs after the end of that period.

3.Administration. This Policy shall be administered by the Compensation and Human Capital Committee of the Board (the “Compensation Committee”). For purposes of this Policy, the Compensation Committee shall be referred to herein as the “Administrator.” The Administrator is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate or advisable for the administration of this Policy, in each case, to the extent permitted under the Listing Standards and in compliance with (or pursuant to an exemption from the application of) Section 409A of the Code. All determinations and decisions made by the Administrator pursuant to the provisions of this Policy shall be final, conclusive and binding on all persons, including the Company, its affiliates, its stockholders and Covered Executive Officers, and need not be uniform with respect to each person covered by this Policy.

In the administration of this Policy, the Administrator is authorized and directed to consult with the full Board, the Audit Committee of the Board and/or any such other committee of the Board as may be necessary or appropriate as to matters within the scope of such other committee’s responsibility and authority. Subject to any limitation at applicable law, the Administrator may authorize and empower any officer or employee of the Company to take any and all actions necessary or appropriate to carry out the purpose and intent of this Policy (other than with respect to any recovery under this Policy involving such officer or employee). Any action or inaction by the Administrator with respect to a Covered Executive Officer under this Policy in no way limits the Administrator’s decision to act or not to act with respect to any other Covered Executive Officer under this Policy or under any similar policy, agreement or arrangement, nor shall any such action or inaction serve as a waiver of any rights the Company may have against any Covered Executive Officer other than as set forth in this Policy.

4.Application. This Policy applies to all Incentive-Based Compensation received by a person: (i) after beginning service as a Covered Executive Officer; (ii) who served as a Covered Executive Officer at any time during the performance period for such Incentive-Based Compensation; (iii) while the Company had a listed class of securities on a national securities exchange; and (vi) during the Applicable Period. For the avoidance of doubt, Incentive-Based Compensation that is subject to both a Financial Reporting Measure vesting condition and a service-based vesting condition shall

be considered received when the relevant Financial Reporting Measure is achieved, even if the Incentive-Based Compensation continues to be subject to the service-based vesting condition.

5.Recovery Requirement. In the event of an Accounting Restatement, the Company must recover Erroneously Awarded Compensation reasonably promptly, in amounts determined pursuant to this Policy. The Company’s obligation to recover Erroneously Awarded Compensation is not dependent on the filing of restated financial statements. Recovery under this Policy with respect to a Covered Executive Officer shall not require the finding of any misconduct by such Covered Executive Officer or such Covered Executive Officer being found responsible for the accounting error leading to an Accounting Restatement. In the event of an Accounting Restatement, the method for recouping Erroneously Awarded Compensation shall be determined by the Administrator in its sole and absolute discretion, to the extent permitted under the Listing Standards and in compliance with (or pursuant to an exemption from the application of) Section 409A of the Code.

Recovery may include, without limitation, (i) reimbursement of all or a portion of any incentive compensation award, (ii) cancellation of incentive compensation awards and (iii) any other method authorized by applicable law or contract.

To the extent that a Covered Executive Officer fails to repay all Erroneously Awarded Compensation to the Company when due, the Company shall take all actions reasonable and appropriate to recover such Erroneously Awarded Compensation from the applicable Covered Executive Officer, subject to the provisions of the immediately following paragraph. The applicable Covered Executive Officer shall be required to reimburse the Company for any and all expenses reasonably incurred (including legal fees) by the Company in recovering such Erroneously Awarded Compensation in accordance with the immediately preceding sentence.

The Company is authorized and directed pursuant to this Policy to recover Erroneously Awarded Compensation in compliance with this Policy unless the Compensation Committee has determined that recovery would be impracticable solely for the following limited reasons, and subject to the following procedural and disclosure requirements:

a.The direct expenses paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered. Before reaching such conclusion, the Administrator must make a reasonable attempt to recover such Erroneously Awarded Compensation, document such reasonable attempt(s) to recover, and provide that documentation to the NYSE;

b.Recovery would violate home country law where that law was adopted prior to November 28, 2022. Before reaching such conclusion, the Administrator must obtain an opinion of home country counsel, acceptable to the NYSE, that recovery would result in such a violation, and must provide such opinion to the NYSE; or

c.Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of Section 401(a)(13) or Section 411(a) of the Code.

6.Prohibition on Indemnification and Insurance Reimbursement. The Company shall not indemnify any Covered Executive Officer against the loss of any Erroneously Awarded Compensation. Further, the Company shall not pay or reimburse a Covered Executive Officer for the cost of

purchasing insurance to cover any such loss. The Company shall also not enter into any agreement or arrangement whereby this Policy would not apply or fail to be enforced against a Covered Executive Officer.

7.Required Policy-Related Filings. The Company shall file all disclosures with respect to this Policy in accordance with the requirements of the federal securities laws, including disclosures required to be included in SEC filings. A copy of this Policy and any amendments hereto shall be posted on the Company’s website and filed as an exhibit to the Company’s annual report on Form 10-K.

8.Acknowledgement. Each Covered Executive Officer shall sign and return to the Company, within thirty (30) calendar days following the later of (i) the effective date of this Policy set forth below and (ii) the date such individual becomes a Covered Executive Officer, the Acknowledgement Form attached hereto as Exhibit A, pursuant to which the Covered Executive Officer agrees to be bound by, and to comply with, the terms and conditions of this Policy. Provided, however, that this Policy shall be effective in respect of each Covered Executive Officer regardless of whether such Covered Executive Officer signs and returns the Acknowledgment Form.

9.Amendment; Termination. The Compensation Committee shall amend this Policy from time to time as it deems necessary to reflect the Listing Standards or to comply with (or maintain an exemption from the application of) Section 409A of the Code.

10.Effective Date. The terms of this Policy shall apply to any Incentive-Based Compensation that is received by Covered Executive Officers on or after the October 2, 2023, even if such Incentive-Based Compensation was approved, awarded or granted to Covered Executive Officers prior to such date, and shall not limit any right of recovery with respect to compensation received prior to such date. For the avoidance of doubt, nothing contained herein shall limit or otherwise affect the Company’s ability to recover compensation under any incentive compensation recoupment or clawback policy in effect in respect of any periods prior to such date.

11.Other Recovery Obligations; General Rights. The Board intends that this Policy shall be applied to the fullest extent of the law. To the extent that the application of this Policy would provide for recovery of Incentive-Based Compensation that the Company already recovered pursuant to Section 304 of the Sarbanes-Oxley Act or other recovery obligations, any such amount recovered from a Covered Executive Officer will be credited to any recovery required under this Policy in respect of such Covered Executive Officer.

This Policy shall not limit the rights of the Company to take any other actions or pursue other remedies that the Company may deem appropriate under the circumstances and under applicable law, in each case, to the extent permitted under the Listing Standards and in compliance with (or pursuant to an exemption from the application of) Section 409A of the Code.

This Policy is binding and enforceable against all Covered Executive Officers and their beneficiaries, heirs, executors, administrators or other legal representatives.

EXHIBIT A

Pinstripes Holdings, Inc.

Acknowledgement Form

By signing below, the undersigned acknowledges and confirms that the undersigned has received and reviewed a copy of the Pinstripes Holdings, Inc. and its subsidiaries (collectively, the “Company”) Executive Officer Incentive Compensation Recoupment (Clawback) Policy (the “Policy”).

By signing this Acknowledgement Form, the undersigned acknowledges and agrees that the undersigned is and will continue to be subject to the Policy and that the Policy will apply both during and after the undersigned’s employment or service with the Company. Further, by signing below, the undersigned agrees to abide by the terms of the Policy, including, without limitation, by returning any Erroneously Awarded Compensation (as defined in the Policy) to the Company to the extent required by, and in a manner consistent with, the Policy and notwithstanding anything to the contrary in any other policy or agreement to which the undersigned is subject or party.


EXECUTIVE OFFICER
Signature
Print Name
Date

Cover - shares	12 Months Ended
Cover - shares	Apr. 28, 2024	Jun. 26, 2024
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Apr. 28, 2024
Current Fiscal Year End Date	--04-28
Document Transition Report	false
Entity File Number	001-41236
Entity Registrant Name	Pinstripes Holdings, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-2556699
Entity Address, Address Line One	1150 Willow Road
Entity Address, City or Town	Northbrook
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60062
City Area Code	847
Local Phone Number	480-2323
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Documents Incorporated by Reference	Portions of the registrant’s definitive Proxy Statement related to its 2024 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year ended April 28, 2024 are incorporated by reference into Part III of this Annual Report on Form 10-K.
Entity Central Index Key	0001852633
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	FY
Class A Common Stock
Document Information [Line Items]
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	PNST
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		40,087,785
Redeemable Warrants
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each exercisable for one share of Class A Common Stock, exercise price of $11.50 per share
Trading Symbol	PNST WS
Security Exchange Name	NYSE
Series B-1 common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		0
Series B-2 common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		0
Series B-3 Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		0

Audit Information	12 Months Ended
Audit Information	Apr. 28, 2024	Apr. 30, 2023
Audit Information [Abstract]
Auditor Firm ID	248	42
Auditor Name	GRANT THORNTON LLP	Ernst & Young LLP
Auditor Location	Chicago, Illinois	Chicago, Illinois

Consolidated Balance Sheets - USD ($) $ in Thousands	Apr. 28, 2024	Apr. 30, 2023
Current Assets
Cash and cash equivalents	$ 13,171	$ 8,436
Accounts receivable	1,137	1,310
Inventories	949	802
Prepaid expenses and other current assets	2,101	577
Total current assets	17,358	11,125
Property and equipment, net	80,015	62,842
Operating lease right-of-use assets	66,362	55,604
Other long-term assets	3,586	1,356
Total assets	167,321	130,927
Current Liabilities
Current portion of long-term notes payable	4,818	1,044
Accrued occupancy costs	6,508	14,940
Other accrued liabilities	6,546	6,688
Current portion of operating lease liabilities	15,259	10,727
Warrant liabilities	5,411	1,925
Total current liabilities	69,881	61,978
Long-term notes payable	70,677	36,211
Long-term accrued occupancy costs	277	2,020
Operating lease liabilities	94,256	91,398
Other long-term liabilities	1,386	850
Total liabilities	236,477	192,457
Commitments and contingencies (Note 14)
Redeemable convertible preferred stock	0	53,468
Stockholders’ deficit
Common stock	4	1
Additional paid-in capital	56,623	3,794
Accumulated deficit	(125,783)	(118,793)
Total stockholders’ deficit	(69,156)	(114,998)
Total liabilities, redeemable convertible preferred stock, and stockholders’ deficit	167,321	130,927
Nonrelated Party
Current Liabilities
Accounts payable	22,706	19,305
Related Party
Current Liabilities
Accounts payable	$ 8,633	$ 7,349

Consolidated Balance Sheets (Parenthetical) - $ / shares	Apr. 28, 2024	Dec. 29, 2023	Dec. 28, 2023	Apr. 30, 2023
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.0001			$ 0.0001
Common stock, shares authorized (in shares)	430,000,000			430,000,000
Common stock, shares issued (in shares)	40,087,785		17,422,009	11,422,476
Common stock, shares outstanding (in shares)	40,087,785	39,918,036	17,422,009	11,422,476

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Apr. 28, 2024	Apr. 30, 2023
Total revenue	$ 118,724	$ 111,273
Store labor and benefits	44,044	40,415
Store occupancy costs, excluding depreciation	17,455	18,375
Other store operating expenses, excluding depreciation	21,486	18,655
General and administrative expenses	19,989	13,205
Depreciation expense	8,350	8,086
Pre-opening expenses	8,889	4,935
Impairment loss	0	2,363
Operating loss	(21,785)	(13,729)
Interest expense, net	(11,741)	(1,946)
Gain on change in fair value of warrant liabilities and other	26,633	0
Other income (expense)	140	(13)
Gain on extinguishment of debt	0	8,355
Loss before income taxes	(6,753)	(7,333)
Income tax expense	36	192
Net loss	(6,789)	(7,525)
Less: Cumulative unpaid dividends and change in redemption amount of redeemable convertible preferred stock	(2,301)	0
Net loss attributable to common stockholders	(9,090)	(7,525)
Net loss attributable to common stockholders	$ (9,090)	$ (7,525)
Basic loss per share (in dollars per share)	$ (0.41)	$ (0.66)
Diluted loss per share (in dollars per share)	$ (0.41)	$ (0.66)
Weighted average common shares outstanding, basic (in shares)	22,317,755	11,480,322
Weighted average common shares outstanding, diluted (in shares)	22,317,755	11,480,322
Food and beverage revenues
Total revenue	$ 92,397	$ 87,467
Cost of food and beverage	20,296	18,968
Recreation revenues
Total revenue	$ 26,327	$ 23,806

Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit - USD ($)
$ in Thousands

Total

Warrants, Reverse Recapitalization

Convertible Notes, Reverse Recapitalization

Convertible Notes, Reverse Recapitalization, Interest Forfeit

Previously Reported

Retroactive application of reverse recapitalization

Series 1 Preferred Stock

Redeemable Convertible Preferred Stock

Series G Preferred Stock

Series H Preferred Stock

Common Stock

Warrants, Reverse Recapitalization

Common Stock

Convertible Notes, Reverse Recapitalization

Common Stock

Previously Reported

Common Stock

Retroactive application of reverse recapitalization

Common Stock

Redeemable Convertible Preferred Stock

Additional Paid-In Capital

Warrants, Reverse Recapitalization

Additional Paid-In Capital

Convertible Notes, Reverse Recapitalization

Additional Paid-In Capital

Convertible Notes, Reverse Recapitalization, Interest Forfeit

Additional Paid-In Capital

Previously Reported

Additional Paid-In Capital

Retroactive application of reverse recapitalization

Additional Paid-In Capital

Redeemable Convertible Preferred Stock

Accumulated Deficit

Previously Reported

Beginning balance (in shares) at Apr. 24, 2022

^[1]

18,644,339

10,085,612

8,558,727

Beginning balance at Apr. 24, 2022

$ 52,218

Increase (Decrease) in Temporary Equity

Issuance of shares (in shares)

^[1]

194,104

24,647

Issuance of shares

$ 1,050

$ 200

Ending balance (in shares) at Apr. 30, 2023

^[1]

18,863,090

Ending balance at Apr. 30, 2023

$ 53,468

3,550

7,700

Shares, beginning balance (in shares) at Apr. 24, 2022

^[1]

11,400,833

6,167,254

5,233,579

Beginning balance at Apr. 24, 2022

(109,556)

$ (109,556)

$ 1

$ 62

$ (61)

$ 1,711

$ 1,650

$ 61

$ (111,268)

Increase (Decrease) in Stockholders' Equity

Net loss

(7,525)

Issuance of warrants

1,722

Accretion of cumulative dividends on Series I redeemable convertible preferred stock

Change in the redemption value of the redeemable convertible preferred stock

Exercise of stock options (in shares)

^[1]

21,643

Exercise of stock options

Stock-based compensation

295

Transfer of warrants related to business combination

$ 0

Shares, ending balance (in shares) at Apr. 30, 2023

11,422,476

^[1]

Ending balance at Apr. 30, 2023

$ (114,998)

$ 1

3,794

(118,793)

Increase (Decrease) in Temporary Equity

Issuance of shares (in shares)

^[1]

2,126,620

Issuance of shares

19,843

$ 19,843

Accretion of Cumulative Dividends

878

Change in the redemption value of the redeemable convertible preferred stock

1,423

Conversion of cumulative unpaid dividends on Series I redeemable convertible preferred stock to common stock in connection with the reverse recapitalization

$ (878)

Conversion of redeemable convertible preferred stock to common stock in connection with the reverse recapitalization (in shares)

^[1]

(20,989,710)

Conversion of redeemable convertible preferred stock to common stock in connection with the reverse recapitalization

$ (74,734)

Ending balance (in shares) at Apr. 28, 2024

^[1]

Increase (Decrease) in Stockholders' Equity

$ 0

Net loss

(6,789)

Issuance of warrants

173

196

(23)

Accretion of cumulative dividends on Series I redeemable convertible preferred stock

(878)

Change in the redemption value of the redeemable convertible preferred stock

$ (1,423)

(1,423)

Exercise of stock options (in shares)

47,395,000

45,322

^[1]

Stock-based compensation

$ 1,178

1,178

Reclassification of liability-classified warrants

(894)

Exercise of warrants (in shares)

^[1]

296,053

655,213

924,304

20,989,710

Exercise of warrants

2,203

$ 5,000

$ 890

$ 74,734

$ 2

2,203

$ 5,000

$ 890

$ 74,732

Conversion of cumulative unpaid dividends on Series I redeemable convertible preferred stock to common stock in connection with the reverse recapitalization (in shares)

^[1]

87,755

Conversion of cumulative unpaid dividends on Series I redeemable convertible preferred stock to common stock in connection with the reverse recapitalization

878

Issuance of common stock in the reverse recapitalization pursuant to the BCA (in shares)

^[1]

5,447,203

Issuance of common stock in the reverse recapitalization pursuant to the BCA

$ 1

(1)

Transfer of warrants related to business combination

(29,824)

Transaction costs incurred in connection with the reverse recapitalization and registration statements

$ (23,958)

(23,958)

Issuance of common stock as payment for Legacy Pinstripes transaction costs incurred in connection with the reverse recapitalization (in shares)

^[1]

50,000

Shares, ending balance (in shares) at Apr. 28, 2024

40,087,785

^[1]

Shares, beginning balance (in shares) at Dec. 28, 2023

$ (69,156)

$ 4

56,623

(125,783)

17,422,009

Shares, ending balance (in shares) at Dec. 29, 2023

39,918,036

Ending balance (in shares) at Apr. 28, 2024

^[1]

Increase (Decrease) in Stockholders' Equity

$ 0

Net loss

(6,789)

Issuance of warrants

$ 24,592

Issuance of common stock as settlement for the unpaid accrued interest on the convertible notes (in shares)

^[1]

13,749

Issuance of common stock as settlement for the unpaid accrued interest on the convertible notes

138

Prior period adjustment

$ (178)

(178)

Issuance of common stock related to the close of the business combination (in shares)

156,000

Shares, ending balance (in shares) at Apr. 28, 2024

40,087,785

^[1]

Summary of Significant Accounting Policies

$ (69,156)

$ 4

$ 56,623

$ (125,783)

[1]	The number of shares of Redeemable Convertible Preferred Stock and Common Stock issued and outstanding prior to the Reverse Recapitalization have been retroactively adjusted by the Exchange Ratios to give effect to the Reverse Recapitalization. See Note 3.

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Apr. 28, 2024	Apr. 30, 2023
Cash flows from operating activities
Net loss	$ (6,789)	$ (7,525)
Adjustments to reconcile net loss to net cash used in operating activities
Gain on modification of operating leases	(3,281)	0
Depreciation expense	8,350	8,086
Non-cash operating lease expense	5,594	5,252
Paid-in-kind interest	3,430	0
Operating lease tenant allowances	(42)	7,727
Stock based compensation	1,178	295
Gain on change in fair value of warrant liabilities and other	(26,633)	0
Gain on extinguishment of debt	0	(8,355)
Amortization of debt issuance costs	1,951	246
Impairment loss	0	2,363
Accounts receivable	173	(431)
Inventories	(147)	(99)
Prepaid expenses and other current assets	(1,034)	(250)
Operating right-of-use asset	(5,548)	0
Other long-term assets	(3,586)	0
Accrued occupancy costs	(5,556)	(3,595)
Other accrued liabilities	80	(662)
Operating lease liabilities	(6,162)	(7,632)
Net cash used in operating activities	(32,682)	(12,040)
Cash flows from investing activities
Purchase of property and equipment	(22,128)	(12,987)
Net cash used in investing activities	(22,128)	(12,987)
Cash flows from financing activities
Proceeds from stock option exercises	0	66
Proceeds from warrant exercises	1	0
Proceeds from warrant issuances	24,592	3,758
Proceeds from issuance of redeemable convertible preferred stock, net	19,843	200
Payment of transaction costs related to reverse recapitalization and registration statements	(23,864)	0
Principal payments on long-term notes payable	(1,429)	(6,144)
Proceeds from the Oaktree Tranche 2 Loan	1,012	0
Debt issuance costs	(773)	(2,304)
Redemption of long-term notes payable	0	(100)
Proceeds from long-term notes payable, net	40,163	29,080
Net cash provided by financing activities	59,545	24,556
Net change in cash, cash equivalents and restricted cash	4,735	(471)
Cash, cash equivalents and restricted cash - beginning of period	8,436	8,907
Cash, cash equivalents and restricted cash - end of period	13,171	8,436
Supplemental disclosures of cash flow information
Cash paid for interest	10,508	1,428
Cash paid for income taxes	109	96
Supplemental disclosures of non-cash operating, investing and financing activities
Forfeiture of accrued interest in connection with the conversion of long-term notes payable	890	0
Reclassification of liability-classified warrants	940	0
Transaction costs incurred in connection with the reverse recapitalization and registration statements but not yet paid	596	0
Transfer of warrants related to business combination	29,824	0
Increase in operating lease right-of-use assets	14,018	7,580
Non-cash finance obligation	2,805	0
Non-cash capital expenditures included in accounts payable	654	9,924
Change in the redemption amount of the redeemable convertible preferred stock	1,423	0
Accretion of cumulative dividends on Series I redeemable convertible preferred stock	878	0
Redeemable Convertible Preferred Stock
Supplemental disclosures of non-cash operating, investing and financing activities
Debt converted	0	1,050
Common Stock
Supplemental disclosures of non-cash operating, investing and financing activities
Debt converted	5,137	0
Preferred Stock (as converted to common stock)
Supplemental disclosures of non-cash operating, investing and financing activities
Conversion of stock	75,501	0
Legacy Pinstripes Common Stock
Supplemental disclosures of non-cash operating, investing and financing activities
Conversion of stock	180	0
Nonrelated Party
Adjustments to reconcile net loss to net cash used in operating activities
Accounts payable	4,056	(7,551)
Related Party
Adjustments to reconcile net loss to net cash used in operating activities
Accounts payable	$ 1,284	$ 91

Nature of Business and Basis of Presentation	12 Months Ended
Nature of Business and Basis of Presentation	Apr. 28, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Business and Basis of Presentation	Note 1 – Nature of Business and Basis of Presentation Pinstripes Holdings, Inc. (“Pinstripes”, “New Pinstripes”, the “Company”, “we”, “us”, or “our”) was formed for the purpose of operating and expanding a unique entertainment and dining concept. As of April 28, 2024, the Company has 17 locations in ten states and generates revenue primarily from the sale of food, beverages, bowling, bocce and hosting private events. The Company operates its business as one operating and one reportable segment. On December 29, 2023, Pinstripes, Inc. (the “Predecessor” or “Legacy Pinstripes”) consummated the previously announced 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 “BCA” or “Business Combination”), by and among Legacy Pinstripes, Banyan Acquisition Corporation, a Delaware corporation (“Banyan”), and Panther Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Banyan. The financial statements included in this report reflect (i) the historical operating results of Legacy Pinstripes prior to the Business Combination and (ii) the combined results of Legacy Pinstripes and New Pinstripes following the closing of the Business Combination (collectively, Legacy Pinstripes and New Pinstripes are referred to as the “Company”). In connection with the closing of the Business Combination, Banyan changed its name to Pinstripes Holdings, Inc. (see Note 3). The closing of the Business Combination is accounted for as a reverse recapitalization. The prior period share and per share amounts presented in the consolidated financial statements and related notes have been retroactively adjusted to give effect to the reverse recapitalization treatment of the transactions completed by the Business Combination. The Company’s financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States for interim financial information as prescribed by the Securities and Exchange Commission (“SEC”).

Summary of Significant Accounting Policies

12 Months Ended

Apr. 28, 2024

Accounting Policies [Abstract]

Note 2 – Summary of Significant Accounting Policies

Principles of consolidation

Fiscal years

Use of estimates

Cash, cash equivalents and restricted cash

Accounts receivable

Prepaid Expenses

Prepaid expenses and deposits consist primarily of prepaid insurance premiums.

Inventories

Property and equipment


			Depreciable Life - Years
Furniture, fixtures, and equipment			3 - 10
Leasehold improvements			10 - 20
Building and building improvements			15 - 30
Software			3 - 7

Impairment of long-lived assets

Leases

Leases are recognized in accordance with ASC 842. The Company leases various assets, including real estate, retail buildings, restaurant equipment and office equipment.

Lease payments include fixed payments and variable payments for common area maintenance costs, real estate taxes, insurance related to leases or additional rent based upon sales volume (variable lease cost). Variable lease costs are expensed as incurred whereas fixed lease costs are recorded on a straight-line basis over the life of the lease. The Company does not separate lease and non-lease components (e.g. common area maintenance), which is a policy maintained for all asset classes. Leases do not contain any material residual value guarantee or material restrictive covenants.

Debt and equity issuance costs

Equity issuance costs incurred in connection with the warrants granted to the lenders are recorded as a reduction of additional paid-in capital.

Revenue

amounts of $1,993 as of April 28, 2024 and $1,896 as of April 30, 2023. The components of gift card revenue were as follows:


	Fiscal Year Ended
	April 28, 2024		April 30, 2023
Redemptions, net of discounts	$	2,152	$	1,415
Breakage	639		755
Gift card revenue, net	$	2,791	$	2,170

Pre-opening costs

Advertising Expense


	Fiscal Year Ended
	April 28, 2024		April 30, 2023
General and administrative expenses	$	4,958	$	3,044
Pre-opening expenses	910		604
Advertising costs incurred	$	5,868	$	3,648

Store labor and benefits

Store occupancy costs, excluding depreciation

Store occupancy costs, excluding depreciation, consists of rent expense, common area maintenance costs, real estate taxes and utilities.

Other store operating expenses, excluding depreciation

Stock-based compensation

Fair value of financial instruments

Level 1 – observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 – include other inputs that are directly or indirectly observable in the marketplace.

Level 3 – unobservable inputs which are supported by little or no market activity.

Income taxes

Classification of instruments as liabilities or equity

The Company records temporary equity or permanent equity upon issuance at the fair value, or cash received.

Common and preferred stock

•400,000,000 shares of Class A Common Stock at a par value of $0.0001 per share, of which 40,087,785 shares were issued and outstanding as of April 28, 2024

•10,000,000 shares of Series B-1 Common Stock at a par value of $0.0001 per share, of which no shares were issued and outstanding as of April 28, 2024

•10,000,000 shares of Series B-2 Common Stock at a par value of $0.0001 per share, of which no shares were issued and outstanding as of April 28, 2024

•10,000,000 shares of Series B-3 Common Stock at a par value of $0.0001 per share, of which no shares were issued and outstanding as of April 28, 2024

•10,000,000 shares of preferred stock at a par value of $0.0001 per share, of which no shares were issued and outstanding as of April 28, 2024

Recently adopted and issued accounting standards

Reverse Recapitalization

12 Months Ended

Apr. 28, 2024

Reverse Recapitalization [Abstract]

Reverse Recapitalization

Note 3 – Reverse Recapitalization

Recapitalization comprising the only ongoing operations of the combined entity, and (iii) Legacy Pinstripes’ senior management comprising the senior management of the combined company.

In connection with the closing of the Business Combination:

•All 32,203 of the issued and outstanding shares of Banyan Redeemable Class A Common Stock held by Banyan stockholders were re-issued as 32,203 shares of New Pinstripes Class A Common Stock;

•Each of the remaining issued and outstanding 3,665,000 shares of Banyan Class A Common Stock held by the Banyan stockholders were re-issued as 3,665,000 shares of New Pinstripes Common Stock;

The number of shares of New Pinstripes Common Stock issued immediately following the consummation of the Reverse Capitalization was as follows:


			Shares
Legacy Pinstripes stockholders(1)			33,449,433
Banyan stockholders(2)			3,697,203
Series I Investors			2,721,400
Other			50,000
Total shares of New Pinstripes Common Stock outstanding immediately following the Reverse Recapitalization			39,918,036

(1) Excludes the 5,000,000 Target Earnout Shares and the 4,000,000 EBITDA Earnout shares subject to forfeiture if the achievement of certain targets is not met.

Transaction Costs

Retroactive Application of Reverse Recapitalization

Retroactive Application of Reverse Recapitalization to the Consolidated Balance Sheets

Retroactive Application of Reverse Recapitalization to the Consolidated Statements of Operations

and diluted weighted-average Legacy Pinstripes Common Stock were retroactively converted to New Pinstripes Common Stock.

Retroactive Application of Reverse Recapitalization to the Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit

Inventory

12 Months Ended

Apr. 28, 2024

Inventory Disclosure [Abstract]

Inventory

Note 4 – Inventory

Inventories consist of the following:


	April 28, 2024		April 30, 2023
Beverage	$	672	$	545
Food	277		257
Total	$	949	$	802

Property and Equipment

12 Months Ended

Apr. 28, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment

Note 5 – Property and Equipment

Property and equipment, net is summarized as follows:


	April 28, 2024		April 30, 2023
Leasehold improvements	$	84,747	$	63,606
Furniture, fixtures, and equipment	50,355		34,069
Building and building improvements	7,000		7,000
Software	18		—
Construction in progress	9,557		24,569
Total cost	151,677		129,244
Less: accumulated depreciation	(71,662)		(66,402)
Property and equipment, net	80,015		62,842

During the fiscal year ended April 28, 2024, the Company capitalized interest expense of $557 into construction in progress.

Construction in progress relates to new locations under construction.

Other Accrued Liabilities

12 Months Ended

Apr. 28, 2024

Payables and Accruals [Abstract]

Other Accrued Liabilities

Note 6 – Other Accrued Liabilities

Other accrued liabilities consist of the following:


	April 28, 2024		April 30, 2023
Accrued payroll	$	3,010	$	2,241

Accrued sales & income tax	1,566		1,072
Accrued interest	206		924
Landlord advances on construction buildout	—		912
Accrued insurance	311		864
Oaktree Tranche 2 Written Option	1,012		—
Accrued other	285		387
Accrued professional fees	156		288
Total	6,546		6,688

Debt

12 Months Ended

Apr. 28, 2024

Debt Disclosure [Abstract]

Debt

Note 7 – Debt

Long-term notes payable consists of the following:


	April 28, 2024		April 30, 2023
PPP and SBA loans	$	500	$	500
Term loans	34,300		22,500
Equipment loan	16,500		11,500
Senior notes	53,430		—
Convertible notes	—		5,000
Finance obligations	6,124		3,995
Other	74		127
Less: unamortized debt issuance costs and discounts	(35,433)		(6,367)
Total	75,495		37,255
Less: current portion of long-term notes payable	(4,818)		(1,044)
Long-term notes payable	$	70,677	$	36,211

PPP & SBA Loans

Term Loans

payment of $700. As of April 28, 2024 and April 30, 2023, the principal outstanding related to the Silverview Tranche 1 Loan is $34,300 and $22,500, respectively.

Equipment Loan

Senior Notes

Convertible Notes

Finance Obligations

Debt Covenants

Liquidity

Fair Value

The fair value of long-term notes payable (including current maturities) as of April 28, 2024 is approximately $71,061 and estimated using Level 3 inputs.

Debt Maturities

Below are the Company’s principal payment maturities as of April 28, 2024, by fiscal year, inclusive of the Oaktree PIK interest added to the principal balance:



2025	$	4,818
2026	7,123
2027	10,198
2028	34,390
2029	75,889
Thereafter	500
Total	$	132,918

Income Taxes

12 Months Ended

Apr. 28, 2024

Income Tax Disclosure [Abstract]

Income Taxes

Note 8 – Income Taxes

The components of income tax expense are as follows:


	April 28, 2024		April 30, 2023
Current:
State and local	$	36	$	192
Total current	$	36	192
Income tax expense	$	36	$	192


	April 28, 2024		April 30, 2023
U.S. federal provision at statutory tax rate	$	(1,376)	$	(1,540)
State income taxes, net of federal benefit	884		(711)
Permanent differences	295		102
PPP loan forgiveness	—		(1,755)
Stock compensation	—		(12)
Change in fair value of warrant liabilities	(5,593)		—
Return-to-provision	(75)		—
Tax credits	(407)		(157)
Deferred adjustment	1,558		—
Change in valuation allowance	4,672		4,265
Other	78		—
Income tax expense	$	36	$	192


	April 28, 2024		April 30, 2023
Deferred tax assets:

Amount due to customers	$	550	$	1,474
Operating lease liabilities	29,718		28,481
Section 163(j) limitation	3,059		1,481
Net operating losses	20,890		14,961
Tax credits	4,735		4,328
Other accrued liabilities	65		97
Stock compensation	552		271
Other	3		3
Deferred tax assets	$	59,572	$	51,096
Valuation allowance	(47,693)		(43,021)
Net deferred tax assets	$	11,879	$	8,075

Deferred tax liabilities:
Property and equipment	$	(2,568)	$	(2,597)
Operating lease right-of-use assets	(9,311)		(5,478)
Total deferred tax liabilities	(11,879)		(8,075)
Net deferred tax liabilities	$	—	$	—

As of April 28, 2024, the Company had federal and state net operating loss (NOL) carryforwards of $87,949 and $145,190, respectively, resulting in an NOL deferred tax asset of $20,890.

As of April 28, 2024, the Company generated $145,190 in state NOLs, and this amount is subject to various carryforward periods; the state NOLs will expire at various times between 2025 and 2044.

Leases

12 Months Ended

Apr. 28, 2024

Leases [Abstract]

Leases

Note 9 – Leases

The components of lease expense are as follows:


	April 28, 2024		April 30, 2023
Operating lease cost	$	12,980	$	14,199
Variable lease cost	5,936		3,616
Short term lease cost	172		43
Total lease cost	$	19,088	$	17,858

Supplemental cash flow information is as follows:


	April 28, 2024		April 30, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	28,244	$	25,549

The aggregate future fixed lease payments for operating leases as of April 28, 2024 are as follows:


2025	$	25,971
2026	21,858
2027	21,273
2028	20,289
2029	16,866
Thereafter	85,939
Total Lease payments	192,196
Less: imputed interest	(82,682)
Total	$	109,514

Other information related to operating leases is as follows:


	2024	2023
Weighted-average remaining lease term (years)	12.0	9.8
Weighted-average discount rate	11.7%	9.5%

Redeemable Convertible Preferred Stock

12 Months Ended

Apr. 28, 2024

Temporary Equity Disclosure [Abstract]

Redeemable Convertible Preferred Stock

Note 10 – Redeemable Convertible Preferred Stock

The changes in the balance of the Preferred Stock included in the mezzanine equity for the fiscal year ended April 28, 2024 is as follows:


	Balance as of April 30, 2023		Issuance of Redeemable Convertible Preferred Stock, net		Remeasurement to Redemption Amount		Accretion of Cumulative Dividends		Conversion in connection with the Reverse Recapitalization		Balance as of April 28, 2024
Series A	$	1,151	$	—	$	—	$	—	$	(1,151)	$	—
Series B	930		—		—		—		(930)		—
Series C	300		—		—		—		(300)		—
Series D	10,340		—		—		—		(10,340)		—
Series E	2,207		—		—		—		(2,207)		—
Series F	27,290		—		—		—		(27,290)		—
Series G	3,550		—		—		—		(3,550)		—
Series H	7,700		—		—		—		(7,700)		—
Series I	—		19,843		1,423		878		(22,144)		—
Total	$	53,468	$	19,843	$	1,423	$	878	$	(75,612)	$	—

Stock-Based Compensation

12 Months Ended

Apr. 28, 2024

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

Note 11 – Stock-Based Compensation

Stock Options

The assumptions used in the valuation of stock options granted during fiscal years 2024 and 2023 were as follows:


	April 28, 2024			April 30, 2023
Estimated volatility	70.0		%	35 - 40%
Expected term (years)	10.0			N/A
Risk-free rate	4.6		%	2.7 - 4.1%
Expected dividend yield	0.0		%	0.0		%
Weighted average fair value at grant date	$	4.81		$	1.00

A summary of equity classified option activity for the fiscal year ended April 28, 2024 is as follows:


	Number of Options (1)	Weighted-average Exercise Price		Weighted-average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding at April 30, 2023, as previously reported	2,284,399	$	9.84	6.56	$	16,628
Retroactive application of reverse recapitalization	1,938,936	(4.51)		—	$	—
Outstanding at April 30, 2023, as previously reported	4,223,335	$	5.33	6.56	$	16,628
Granted	1,605,234	11.70
Exercised	(47,395)	3.55			$	92
Cancelled or expired	(1,089,473)	8.58
Outstanding at April 28, 2024	4,691,701	$	6.76	6.43	$	—
Exercisable at April 28, 2024	2,495,483	$	4.37	4.50

The unrecognized expense related to our stock option plan totaled approximately $6,149 as of April 28, 2024 and will be expensed over a weighted average period of 2.03 years.


	Shares	Weighted-Average Grant Date Fair Value Per Share
Unvested at April 30, 2023	—	$	—
Granted	172,806	4.34
Cancelled or expired	—	—
Vested	—	—
Unvested at April 28, 2024	172,806	$	4.34

The unrecognized expense related to our restricted stock units totaled approximately $545 as of April 28, 2024 and will be expensed over a weighted average period of 0.73 years.

Warrants

12 Months Ended

Apr. 28, 2024

Equity [Abstract]

Warrants

Note 12 – Warrants

Redemption of Public Warrants when the price per Common Stock equals or exceeds $18.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants:

•in whole and not in part;

•at a price of $0.01 per warrant;

•upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

Redemption of Public Warrants when the price per Common Stock equals or exceeds $10.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants:

•in whole and not in part;

•at $0.10 per warrant;

As of April 28, 2024, outstanding warrants were as follows:


	Number of Warrants	Weighted-Average Exercise Price
Outstanding at April 30, 2023	483,649	$	1.31
Granted	28,864,100	9.56
Expired	—	—
Exercised	(160,149)	$	0.01
Converted in connection with the reverse recapitalization	(390,100)	$	1.71
Outstanding as of April 28, 2024	28,797,500	$	9.58

The Company remeasures the liability-classified warrants to fair value at each reporting period. During the fiscal year ended April 28, 2024, the change in the fair value was as follows:


Warrant liabilities as of April 30, 2023	$	1,925
Granted to Granite Creek	1,015
Reclassification of liability-classified warrants	894
Issuance of contingently issuable shares	(173)
Exercised	(2,202)
Issuance of public and private warrants	29,824
Change in fair value	(25,872)
Warrant liabilities as of April 28, 2024	$	5,411

Net Loss Per Share

12 Months Ended

Apr. 28, 2024

Earnings Per Share [Abstract]

Net Loss Per Share

Note 13 – Net Loss Per Share


	April 28, 2024		April 30, 2023
Numerator:
Net loss	(6,789)		(7,525)
Cumulative unpaid dividends on Series I redeemable convertible preferred stock	(878)		—
Change in redemption amount of redeemable convertible preferred stock	(1,423)		—
Net loss available to common stockholders	(9,090)		(7,525)

Denominator:
Weighted average common shares outstanding, basic	22,317,755		11,480,322
Dilutive awards outstanding	—		—
Weighted average common shares outstanding, diluted	22,317,755		11,480,322

Net loss per share:
Basic	$	(0.41)	$	(0.66)
Diluted	$	(0.41)	$	(0.66)


	April 28, 2024	April 30, 2023
Stock options	4,692	4,223
Warrants	26,298	194
Preferred Stock (as converted to common stock)	—	18,863
Convertible debt (as converted to common stock)	—	924

Commitment and Contingencies	12 Months Ended
Commitment and Contingencies	Apr. 28, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 14 – Commitments and Contingencies The Company is subject to certain legal proceedings and claims that arise in the ordinary course of business, including claims alleging violations of federal and state law regarding workplace and employment matters, discrimination, slip-and-fall and other customer-related incidents, and similar matters. While it is not feasible to predict the outcome of all proceedings and exposures with certainty, management believes that, except as set forth below, their ultimate disposition should not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. On November 6, 2023, Riveron Consulting, LLC filed a lawsuit against the Company in the District Court of the 95th Judicial District of Dallas County, Texas for breach of contract and failure to receive compensation for services rendered. The complaint seeks monetary relief for services rendered and attorneys’ fees. The Company has accrued a liability of $464 within accounts payable in the consolidated balance sheets as this amount represents the probable and reasonably estimable cost to resolve this matter.

Related Party Transactions	12 Months Ended
Related Party Transactions	Apr. 28, 2024
Related Party Transactions [Abstract]
Related Party Transactions	Note 15 – Related Party Transactions For the fiscal years ended April 28, 2024 and April 30, 2023, a company owned by an individual with ownership in common shares of the Company, and who is a relative of an executive officer, performed design services and supplied furniture, fixtures and equipment for existing and new locations under construction of $2,647 and $6,553, respectively. As of April 28, 2024 and April 30, 2023, $1,918 and $1,911 due to this related party is included in accounts payable within the consolidated balance sheets, respectively.

Subsequent Events	12 Months Ended
Subsequent Events	Apr. 28, 2024
Subsequent Events [Abstract]
Subsequent Events	Note 16 – Subsequent Events The Company evaluated subsequent events through June 28, 2024, the date of issuance of these financial statements, and determined there were no additional items that required further disclosure or recognition

Pay vs Performance Disclosure - USD ($) $ in Thousands	4 Months Ended		12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Apr. 28, 2024	Apr. 30, 2023	Apr. 28, 2024	Apr. 30, 2023
Pay vs Performance Disclosure
Net loss	$ (6,789)	$ (7,525)	$ (6,789)	$ (7,525)

Insider Trading Arrangements	4 Months Ended
Insider Trading Arrangements	Apr. 28, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Apr. 28, 2024

Accounting Policies [Abstract]

Principles of Consolidation

Principles of consolidation

Fiscal Years

Fiscal years

Use of Estimates

Use of estimates

Cash cash cash equivalents

Cash, cash equivalents and restricted cash

Restricted cash

Restricted cash includes cash held to secure a letter of credit, with legally restricted cash collateral provisions, for the benefit of a landlord in exchange for a liquor license for the Company.

Accounts receivable

Prepaid Expenses

Prepaid expenses and deposits consist primarily of prepaid insurance premiums.

Inventories

Inventory, which consists of food and beverages used in operations, is valued at the lower of cost or net realizable value on a first-in, first-out basis (see Note 4).

Property and equipment


			Depreciable Life - Years
Furniture, fixtures, and equipment			3 - 10
Leasehold improvements			10 - 20
Building and building improvements			15 - 30
Software			3 - 7

Impairment of long-lived assets

Leases

Leases are recognized in accordance with ASC 842. The Company leases various assets, including real estate, retail buildings, restaurant equipment and office equipment.

Lease payments include fixed payments and variable payments for common area maintenance costs, real estate taxes, insurance related to leases or additional rent based upon sales volume (variable lease cost). Variable lease costs are expensed as incurred whereas fixed lease costs are recorded on a straight-line basis over the life of the lease. The Company does not separate lease and non-lease components (e.g. common area maintenance), which is a policy maintained for all asset classes. Leases do not contain any material residual value guarantee or material restrictive covenants.

Debt and equity issuance costs

Equity issuance costs incurred in connection with the warrants granted to the lenders are recorded as a reduction of additional paid-in capital.

Revenue

amounts of $1,993 as of April 28, 2024 and $1,896 as of April 30, 2023. The components of gift card revenue were as follows:


	Fiscal Year Ended
	April 28, 2024		April 30, 2023
Redemptions, net of discounts	$	2,152	$	1,415
Breakage	639		755
Gift card revenue, net	$	2,791	$	2,170

Pre-opening costs

Advertising Expense

Store labor and benefits

Store occupancy costs, excluding depreciation

Store occupancy costs, excluding depreciation, consists of rent expense, common area maintenance costs, real estate taxes and utilities.

Other store operating expenses, excluding depreciation

Stock-based compensation

Fair value of financial instruments

Level 1 – observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 – include other inputs that are directly or indirectly observable in the marketplace.

Level 3 – unobservable inputs which are supported by little or no market activity.

Income taxes

Classification of instruments as liabilities or equity

The Company records temporary equity or permanent equity upon issuance at the fair value, or cash received.

Recently adopted and issued accounting standards

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Apr. 28, 2024

Accounting Policies [Abstract]

Schedule of Property and Equipment

Estimated depreciable lives for categories of property and equipment follow:


			Depreciable Life - Years
Furniture, fixtures, and equipment			3 - 10
Leasehold improvements			10 - 20
Building and building improvements			15 - 30
Software			3 - 7

Property and equipment, net is summarized as follows:


	April 28, 2024		April 30, 2023
Leasehold improvements	$	84,747	$	63,606
Furniture, fixtures, and equipment	50,355		34,069
Building and building improvements	7,000		7,000
Software	18		—
Construction in progress	9,557		24,569
Total cost	151,677		129,244
Less: accumulated depreciation	(71,662)		(66,402)
Property and equipment, net	80,015		62,842

Schedule of Components of Revenue

The components of gift card revenue were as follows:


	Fiscal Year Ended
	April 28, 2024		April 30, 2023
Redemptions, net of discounts	$	2,152	$	1,415
Breakage	639		755
Gift card revenue, net	$	2,791	$	2,170

Schedule of Advertising Costs Incurred

Advertising costs incurred were as follows:


	Fiscal Year Ended
	April 28, 2024		April 30, 2023
General and administrative expenses	$	4,958	$	3,044
Pre-opening expenses	910		604
Advertising costs incurred	$	5,868	$	3,648

Reverse Recapitalization (Tables)

12 Months Ended

Apr. 28, 2024

Reverse Recapitalization [Abstract]

Schedule Of Reverse Recapitalization

The number of shares of New Pinstripes Common Stock issued immediately following the consummation of the Reverse Capitalization was as follows:


			Shares
Legacy Pinstripes stockholders(1)			33,449,433
Banyan stockholders(2)			3,697,203
Series I Investors			2,721,400
Other			50,000
Total shares of New Pinstripes Common Stock outstanding immediately following the Reverse Recapitalization			39,918,036

(1) Excludes the 5,000,000 Target Earnout Shares and the 4,000,000 EBITDA Earnout shares subject to forfeiture if the achievement of certain targets is not met.

Inventory (Tables)

12 Months Ended

Apr. 28, 2024

Inventory Disclosure [Abstract]

Schedule of Inventory

Inventories consist of the following:


	April 28, 2024		April 30, 2023
Beverage	$	672	$	545
Food	277		257
Total	$	949	$	802

Property and Equipment (Tables)

12 Months Ended

Apr. 28, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Estimated depreciable lives for categories of property and equipment follow:


			Depreciable Life - Years
Furniture, fixtures, and equipment			3 - 10
Leasehold improvements			10 - 20
Building and building improvements			15 - 30
Software			3 - 7

Property and equipment, net is summarized as follows:


	April 28, 2024		April 30, 2023
Leasehold improvements	$	84,747	$	63,606
Furniture, fixtures, and equipment	50,355		34,069
Building and building improvements	7,000		7,000
Software	18		—
Construction in progress	9,557		24,569
Total cost	151,677		129,244
Less: accumulated depreciation	(71,662)		(66,402)
Property and equipment, net	80,015		62,842

Other Accrued Liabilities (Tables)

12 Months Ended

Apr. 28, 2024

Payables and Accruals [Abstract]

Schedule of Other Accrued Liabilities

Other accrued liabilities consist of the following:


	April 28, 2024		April 30, 2023
Accrued payroll	$	3,010	$	2,241

Accrued sales & income tax	1,566		1,072
Accrued interest	206		924
Landlord advances on construction buildout	—		912
Accrued insurance	311		864
Oaktree Tranche 2 Written Option	1,012		—
Accrued other	285		387
Accrued professional fees	156		288
Total	6,546		6,688

Debt (Tables)

12 Months Ended

Apr. 28, 2024

Debt Disclosure [Abstract]

Schedule of Long-Term Debt Instruments

Long-term notes payable consists of the following:


	April 28, 2024		April 30, 2023
PPP and SBA loans	$	500	$	500
Term loans	34,300		22,500
Equipment loan	16,500		11,500
Senior notes	53,430		—
Convertible notes	—		5,000
Finance obligations	6,124		3,995
Other	74		127
Less: unamortized debt issuance costs and discounts	(35,433)		(6,367)
Total	75,495		37,255
Less: current portion of long-term notes payable	(4,818)		(1,044)
Long-term notes payable	$	70,677	$	36,211

Schedule of Principal Payment Maturities

Below are the Company’s principal payment maturities as of April 28, 2024, by fiscal year, inclusive of the Oaktree PIK interest added to the principal balance:



2025	$	4,818
2026	7,123
2027	10,198
2028	34,390
2029	75,889
Thereafter	500
Total	$	132,918

Income Taxes (Tables)

12 Months Ended

Apr. 28, 2024

Income Tax Disclosure [Abstract]

Schedule of Income tax expense

The components of income tax expense are as follows:


	April 28, 2024		April 30, 2023
Current:
State and local	$	36	$	192
Total current	$	36	192
Income tax expense	$	36	$	192

Schedule of Effective Income Tax Rate Reconciliation


	April 28, 2024		April 30, 2023
U.S. federal provision at statutory tax rate	$	(1,376)	$	(1,540)
State income taxes, net of federal benefit	884		(711)
Permanent differences	295		102
PPP loan forgiveness	—		(1,755)
Stock compensation	—		(12)
Change in fair value of warrant liabilities	(5,593)		—
Return-to-provision	(75)		—
Tax credits	(407)		(157)
Deferred adjustment	1,558		—
Change in valuation allowance	4,672		4,265
Other	78		—
Income tax expense	$	36	$	192

Schedule of Deferred Tax Assets and Liabilities

Significant components of the Company's deferred tax assets and liabilities at April 28, 2024 and April 30, 2023 are as follows:


	April 28, 2024		April 30, 2023
Deferred tax assets:

Amount due to customers	$	550	$	1,474
Operating lease liabilities	29,718		28,481
Section 163(j) limitation	3,059		1,481
Net operating losses	20,890		14,961
Tax credits	4,735		4,328
Other accrued liabilities	65		97
Stock compensation	552		271
Other	3		3
Deferred tax assets	$	59,572	$	51,096
Valuation allowance	(47,693)		(43,021)
Net deferred tax assets	$	11,879	$	8,075

Deferred tax liabilities:
Property and equipment	$	(2,568)	$	(2,597)
Operating lease right-of-use assets	(9,311)		(5,478)
Total deferred tax liabilities	(11,879)		(8,075)
Net deferred tax liabilities	$	—	$	—

Leases (Tables)

12 Months Ended

Apr. 28, 2024

Leases [Abstract]

Schedule of Components of Lease Expense

The components of lease expense are as follows:


	April 28, 2024		April 30, 2023
Operating lease cost	$	12,980	$	14,199
Variable lease cost	5,936		3,616
Short term lease cost	172		43
Total lease cost	$	19,088	$	17,858

Supplemental cash flow information is as follows:


	April 28, 2024		April 30, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	28,244	$	25,549

Other information related to operating leases is as follows:


	2024	2023
Weighted-average remaining lease term (years)	12.0	9.8
Weighted-average discount rate	11.7%	9.5%

Future Fixed Lease Payments for Operating Leases

The aggregate future fixed lease payments for operating leases as of April 28, 2024 are as follows:


2025	$	25,971
2026	21,858
2027	21,273
2028	20,289
2029	16,866
Thereafter	85,939
Total Lease payments	192,196
Less: imputed interest	(82,682)
Total	$	109,514

Redeemable Convertible Preferred Stock (Tables)

12 Months Ended

Apr. 28, 2024

Temporary Equity Disclosure [Abstract]

Schedule of Temporary Equity

The changes in the balance of the Preferred Stock included in the mezzanine equity for the fiscal year ended April 28, 2024 is as follows:


	Balance as of April 30, 2023		Issuance of Redeemable Convertible Preferred Stock, net		Remeasurement to Redemption Amount		Accretion of Cumulative Dividends		Conversion in connection with the Reverse Recapitalization		Balance as of April 28, 2024
Series A	$	1,151	$	—	$	—	$	—	$	(1,151)	$	—
Series B	930		—		—		—		(930)		—
Series C	300		—		—		—		(300)		—
Series D	10,340		—		—		—		(10,340)		—
Series E	2,207		—		—		—		(2,207)		—
Series F	27,290		—		—		—		(27,290)		—
Series G	3,550		—		—		—		(3,550)		—
Series H	7,700		—		—		—		(7,700)		—
Series I	—		19,843		1,423		878		(22,144)		—
Total	$	53,468	$	19,843	$	1,423	$	878	$	(75,612)	$	—

Stock-Based Compensation (Tables)

12 Months Ended

Apr. 28, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Valuation Assumptions

The assumptions used in the valuation of stock options granted during fiscal years 2024 and 2023 were as follows:


	April 28, 2024			April 30, 2023
Estimated volatility	70.0		%	35 - 40%
Expected term (years)	10.0			N/A
Risk-free rate	4.6		%	2.7 - 4.1%
Expected dividend yield	0.0		%	0.0		%
Weighted average fair value at grant date	$	4.81		$	1.00

Schedule of Option Activity

A summary of equity classified option activity for the fiscal year ended April 28, 2024 is as follows:


	Number of Options (1)	Weighted-average Exercise Price		Weighted-average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding at April 30, 2023, as previously reported	2,284,399	$	9.84	6.56	$	16,628
Retroactive application of reverse recapitalization	1,938,936	(4.51)		—	$	—
Outstanding at April 30, 2023, as previously reported	4,223,335	$	5.33	6.56	$	16,628
Granted	1,605,234	11.70
Exercised	(47,395)	3.55			$	92
Cancelled or expired	(1,089,473)	8.58
Outstanding at April 28, 2024	4,691,701	$	6.76	6.43	$	—
Exercisable at April 28, 2024	2,495,483	$	4.37	4.50

Schedule of Restricted Stock Unit Activity

There were no other restricted stock units granted during the fiscal year ended April 28, 2024.


	Shares	Weighted-Average Grant Date Fair Value Per Share
Unvested at April 30, 2023	—	$	—
Granted	172,806	4.34
Cancelled or expired	—	—
Vested	—	—
Unvested at April 28, 2024	172,806	$	4.34

Warrants (Tables)

12 Months Ended

Apr. 28, 2024

Equity [Abstract]

Schedule of Warrants

As of April 28, 2024, outstanding warrants were as follows:


	Number of Warrants	Weighted-Average Exercise Price
Outstanding at April 30, 2023	483,649	$	1.31
Granted	28,864,100	9.56
Expired	—	—
Exercised	(160,149)	$	0.01
Converted in connection with the reverse recapitalization	(390,100)	$	1.71
Outstanding as of April 28, 2024	28,797,500	$	9.58

The Company remeasures the liability-classified warrants to fair value at each reporting period. During the fiscal year ended April 28, 2024, the change in the fair value was as follows:


Warrant liabilities as of April 30, 2023	$	1,925
Granted to Granite Creek	1,015
Reclassification of liability-classified warrants	894
Issuance of contingently issuable shares	(173)
Exercised	(2,202)
Issuance of public and private warrants	29,824
Change in fair value	(25,872)
Warrant liabilities as of April 28, 2024	$	5,411

Net Loss Per Share (Tables)

12 Months Ended

Apr. 28, 2024

Earnings Per Share [Abstract]

Schedule of calculation of basic and diluted net loss per share of common stock

The following tables provide the calculation of basic and diluted net loss per share of common stock for the fiscal years ended April 28, 2024 and April 30, 2023:


	April 28, 2024		April 30, 2023
Numerator:
Net loss	(6,789)		(7,525)
Cumulative unpaid dividends on Series I redeemable convertible preferred stock	(878)		—
Change in redemption amount of redeemable convertible preferred stock	(1,423)		—
Net loss available to common stockholders	(9,090)		(7,525)

Denominator:
Weighted average common shares outstanding, basic	22,317,755		11,480,322
Dilutive awards outstanding	—		—
Weighted average common shares outstanding, diluted	22,317,755		11,480,322

Net loss per share:
Basic	$	(0.41)	$	(0.66)
Diluted	$	(0.41)	$	(0.66)

Schedule of Antidilutive Securities


	April 28, 2024	April 30, 2023
Stock options	4,692	4,223
Warrants	26,298	194
Preferred Stock (as converted to common stock)	—	18,863
Convertible debt (as converted to common stock)	—	924

Nature of Business and Basis of Presentation (Details)	12 Months Ended
Nature of Business and Basis of Presentation (Details)	Apr. 28, 2024 state location segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of locations \| location	17
Number of states \| state	10
Number of operating segments	1
Number of reportable segments	1

Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands	4 Months Ended		12 Months Ended
	Apr. 28, 2024	Apr. 30, 2023	Apr. 28, 2024	Apr. 30, 2023
Lessee, Lease, Description [Line Items]
Credit and debit card receivables	$ 1,624	$ 1,381	$ 1,624	$ 1,381
Restricted cash	1,000	0	1,000	0
Deposits	6,640	5,453	6,640	5,453
Pre-opening expenses	$ 8,889	$ 4,935	$ 8,889	$ 4,935
Vesting period			5 years
Minimum
Lessee, Lease, Description [Line Items]
Operating lease renewal term	5 years		5 years
Maximum
Lessee, Lease, Description [Line Items]
Operating lease renewal term	10 years		10 years

Summary of Significant Accounting Policies - Property and equipment (Details)	Apr. 28, 2024
Minimum \| Furniture, fixtures, and equipment
Property, Plant and Equipment [Line Items]
Depreciable life (in years)	3 years
Minimum \| Leasehold improvements
Property, Plant and Equipment [Line Items]
Depreciable life (in years)	10 years
Minimum \| Building and building improvements
Property, Plant and Equipment [Line Items]
Depreciable life (in years)	15 years
Minimum \| Software
Property, Plant and Equipment [Line Items]
Depreciable life (in years)	3 years
Maximum \| Furniture, fixtures, and equipment
Property, Plant and Equipment [Line Items]
Depreciable life (in years)	10 years
Maximum \| Leasehold improvements
Property, Plant and Equipment [Line Items]
Depreciable life (in years)	20 years
Maximum \| Building and building improvements
Property, Plant and Equipment [Line Items]
Depreciable life (in years)	30 years
Maximum \| Software
Property, Plant and Equipment [Line Items]
Depreciable life (in years)	7 years

Summary of Significant Accounting Policies - Revenue (Details) - USD ($) $ in Thousands	4 Months Ended		12 Months Ended
	Apr. 28, 2024	Apr. 30, 2023	Apr. 28, 2024	Apr. 30, 2023
Disaggregation of Revenue [Line Items]
Total revenue			$ 118,724	$ 111,273
Gift Card Revenue [Member]
Disaggregation of Revenue [Line Items]
Contract liability	$ 1,993	$ 1,896	$ 1,993	$ 1,896
Total revenue	2,791	2,170
Redemptions, net of discounts
Disaggregation of Revenue [Line Items]
Total revenue	2,152	1,415
Breakage
Disaggregation of Revenue [Line Items]
Total revenue	$ 639	$ 755

Summary of Significant Accounting Policies - Advertising Expense (Details) - USD ($) $ in Thousands	4 Months Ended
	Apr. 28, 2024	Apr. 30, 2023
Advertising Expense [Line Items]
Advertising expense	$ 5,868	$ 3,648
General and administrative expenses
Advertising Expense [Line Items]
Advertising expense	4,958	3,044
Pre-opening expenses
Advertising Expense [Line Items]
Advertising expense	$ 910	$ 604

Summary of Significant Accounting Policies - Common and Preferred Stock (Details) - $ / shares	Apr. 28, 2024	Dec. 29, 2023	Dec. 28, 2023	Apr. 30, 2023
Class of Stock [Line Items]
Common stock, shares authorized	430,000,000			430,000,000
Common stock, par value (in dollars per share)	$ 0.0001			$ 0.0001
Common stock, shares issued (in shares)	40,087,785		17,422,009	11,422,476
Common stock, shares outstanding (in shares)	40,087,785	39,918,036	17,422,009	11,422,476
Preferred stock, shares authorized	10,000,000
Preferred stock, par value, (in dollars per share)	$ 0.0001
Preferred stock, shares issued (in shares)	0		11,089,695
Preferred stock, shares outstanding (in shares)	0		11,089,695
Class A Common Stock
Class of Stock [Line Items]
Common stock, shares authorized	400,000,000
Common stock, par value (in dollars per share)	$ 0.0001
Common stock, shares issued (in shares)	40,087,785
Common stock, shares outstanding (in shares)	40,087,785
Series B-1 Common Stock
Class of Stock [Line Items]
Common stock, shares authorized	10,000,000
Common stock, par value (in dollars per share)	$ 0.0001
Common stock, shares issued (in shares)	0
Common stock, shares outstanding (in shares)	0
Series B-2 Common Stock
Class of Stock [Line Items]
Common stock, shares authorized	10,000,000
Common stock, par value (in dollars per share)	$ 0.0001
Common stock, shares issued (in shares)	0
Common stock, shares outstanding (in shares)	0
Series B-3 Common Stock
Class of Stock [Line Items]
Common stock, shares authorized	10,000,000
Common stock, par value (in dollars per share)	$ 0.0001
Common stock, shares issued (in shares)	0
Common stock, shares outstanding (in shares)	0

Reverse Recapitalization (Details) - USD ($)			12 Months Ended
Reverse Recapitalization (Details) - USD ($)	Dec. 29, 2023	Dec. 28, 2023	Apr. 28, 2024	Apr. 30, 2023
Schedule of Reverse Recapitalization [Line Items]
Preferred stock, shares outstanding (in shares)		11,089,695	0
Warrants outstanding (in shares)		354,436	28,797,500	483,649
Sale of private placement warrants (in shares)		354,436
Shares issued upon conversion (in shares)			5,000
Preferred stock, shares issued (in shares)		11,089,695	0
Common stock, shares issued (in shares)		17,422,009	40,087,785	11,422,476
Common stock, shares outstanding (in shares)	39,918,036	17,422,009	40,087,785	11,422,476
Exercise price of warrant (in dollars per share)			$ 9.58	$ 1.31
Common stock, par value (in dollars per share)			$ 0.0001	$ 0.0001
Transaction costs			$ 24,317,000
Transaction costs for registration statements			635,000
Prepaid transaction costs			940,000
Taxes payable			53,000
Payments for transaction costs			$ 23,864,000
Adjustments to APIC, reverse recapitalization				$ 61,000
Oaktree Warrants
Schedule of Reverse Recapitalization [Line Items]
Sale of private placement warrants (in shares)	2,500,000
Exercise price of warrant (in dollars per share)	$ 0.01
Senior notes
Schedule of Reverse Recapitalization [Line Items]
Face amount	$ 90,000,000
Tranche 1 Loan \| Senior notes
Schedule of Reverse Recapitalization [Line Items]
Shares issued upon conversion (in shares)	2,500,000
Face amount	$ 50,000,000
Exercise price of warrant (in dollars per share)	$ 0.01
Banyan Acquisition Corporation
Schedule of Reverse Recapitalization [Line Items]
Sale of private placement warrants (in shares)	23,985,000
Series I Investors
Schedule of Reverse Recapitalization [Line Items]
Common stock, shares outstanding (in shares)	2,721,400
Banyan Stockholders
Schedule of Reverse Recapitalization [Line Items]
Common stock, shares outstanding (in shares)	3,697,203
Legacy Pinstripes Stockholders
Schedule of Reverse Recapitalization [Line Items]
Common stock, shares outstanding (in shares)	33,449,433
Options vested and expected to vest (in shares)		2,722,593
Options exercisable (in shares)		5,032,434
Third Party
Schedule of Reverse Recapitalization [Line Items]
Transaction costs		$ 500,000
Legacy Pinstripes Common Stock
Schedule of Reverse Recapitalization [Line Items]
Shares issued (in shares)		11,089,695
Shares issued upon conversion (in shares)		500,000
Series I Convertible Preferred Stock And Convertible Preferred Stock, Settled For Unpaid Dividends \| Series I Investors
Schedule of Reverse Recapitalization [Line Items]
Shares issued (in shares)		885,750
Series I Convertible Preferred Stock
Schedule of Reverse Recapitalization [Line Items]
Preferred stock, shares outstanding (in shares)		850,648
Convertible Preferred Stock, Settled For Unpaid Dividends
Schedule of Reverse Recapitalization [Line Items]
Preferred stock, shares outstanding (in shares)		35,102
Class A Common Stock
Schedule of Reverse Recapitalization [Line Items]
Common stock, shares issued (in shares)			40,087,785
Common stock, shares outstanding (in shares)			40,087,785
Common stock, par value (in dollars per share)			$ 0.0001
Class A Common Stock \| Scenario 1
Schedule of Reverse Recapitalization [Line Items]
Shares issued (in shares)		32,206,458
Conversion ratio		1.8486
Class A Common Stock \| Scenario 2
Schedule of Reverse Recapitalization [Line Items]
Shares issued (in shares)		2,214,375
Conversion ratio		2.5
Class A Common Stock \| Banyan Acquisition Corporation
Schedule of Reverse Recapitalization [Line Items]
Common stock, shares issued (in shares)	1,485,000	3,665,000
Common stock, shares outstanding (in shares)	1,485,000	3,665,000
Shares forfeited (in shares)		2,768,750
Class A Common Stock \| Banyan Acquisition Corporation
Schedule of Reverse Recapitalization [Line Items]
Conversion ratio		2.5
Class A Common Stock \| Series I Investors
Schedule of Reverse Recapitalization [Line Items]
Common stock, shares issued (in shares)		507,025
Class A Common Stock \| Banyan Redeemable Class A Common Stock Stockholders
Schedule of Reverse Recapitalization [Line Items]
Common stock, shares issued (in shares)		32,203
Class A Common Stock \| Legacy Pinstripes Stockholders
Schedule of Reverse Recapitalization [Line Items]
Common stock, shares issued (in shares)		1,242,975
Class A Common Stock \| Certain Investors, Banyan
Schedule of Reverse Recapitalization [Line Items]
Common stock, shares issued (in shares)		1,018,750
New Pinstripes Common Stock \| Banyan Class A Common Stock Stockholders
Schedule of Reverse Recapitalization [Line Items]
Common stock, shares issued (in shares)		3,665,000
New Pinstripes Common Stock \| Third Party
Schedule of Reverse Recapitalization [Line Items]
Issuance of common stock as payment for Legacy Pinstripes transaction costs incurred in connection with the reverse recapitalization (in shares)		50,000
Redeemable Class A Common Stock \| Banyan Acquisition Corporation
Schedule of Reverse Recapitalization [Line Items]
Common stock, shares issued (in shares)		32,203
Common stock, shares outstanding (in shares)		32,203
Class B common stock \| Banyan Acquisition Corporation
Schedule of Reverse Recapitalization [Line Items]
Common stock, shares issued (in shares)	345,000
Common stock, shares outstanding (in shares)	345,000
Sponsor Earnout Shares \| Banyan Stockholders
Schedule of Reverse Recapitalization [Line Items]
Common stock, shares issued (in shares)	1,830,000
Target Earnout Shares \| Legacy Pinstripes Stockholders
Schedule of Reverse Recapitalization [Line Items]
Common stock, shares issued (in shares)	5,000,000
EBITDA Earnout Shares \| Legacy Pinstripes Stockholders
Schedule of Reverse Recapitalization [Line Items]
Common stock, shares issued (in shares)	4,000,000

Reverse Recapitalization - Schedule of Reverse Recapitalization (Details) - shares	Apr. 28, 2024	Dec. 29, 2023	Dec. 28, 2023	Apr. 30, 2023
Schedule of Reverse Recapitalization [Line Items]
Common stock, shares outstanding (in shares)	40,087,785	39,918,036	17,422,009	11,422,476
Legacy Pinstripes Stockholders
Schedule of Reverse Recapitalization [Line Items]
Common stock, shares outstanding (in shares)		33,449,433
Banyan Stockholders
Schedule of Reverse Recapitalization [Line Items]
Common stock, shares outstanding (in shares)		3,697,203
Series I Investors
Schedule of Reverse Recapitalization [Line Items]
Common stock, shares outstanding (in shares)		2,721,400
Other Parties
Schedule of Reverse Recapitalization [Line Items]
Common stock, shares outstanding (in shares)		50,000

Inventory (Details) - USD ($) $ in Thousands	Apr. 28, 2024	Apr. 30, 2023
Inventory [Line Items]
Total	$ 949	$ 802
Beverage
Inventory [Line Items]
Total	672	545
Food
Inventory [Line Items]
Total	$ 277	$ 257

Property and Equipment (Details) - USD ($) $ in Thousands	Apr. 28, 2024	Apr. 30, 2023
Property, Plant and Equipment [Line Items]
Total cost	$ 151,677	$ 129,244
Less: accumulated depreciation	(71,662)	(66,402)
Property and equipment, net	80,015	62,842
Capitalized costs	557
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total cost	84,747	63,606
Furniture, fixtures, and equipment
Property, Plant and Equipment [Line Items]
Total cost	50,355	34,069
Building and building improvements
Property, Plant and Equipment [Line Items]
Total cost	7,000	7,000
Software
Property, Plant and Equipment [Line Items]
Total cost	18	0
Construction in progress
Property, Plant and Equipment [Line Items]
Total cost	$ 9,557	$ 24,569

Other Accrued Liabilities (Details) - USD ($) $ in Thousands	Apr. 28, 2024	Apr. 30, 2023
Payables and Accruals [Abstract]
Accrued payroll	$ 3,010	$ 2,241
Accrued sales & income tax	1,566	1,072
Accrued interest	206	924
Landlord advances on construction buildout	0	912
Accrued insurance	311	864
Oaktree Tranche 2 Written Option	1,012	0
Accrued other	285	387
Accrued professional fees	156	288
Other accrued liabilities	$ 6,546	$ 6,688

Debt - Schedule of Debt (Details) - USD ($) $ in Thousands	Apr. 28, 2024	Apr. 30, 2023
Debt Instrument [Line Items]
Long-term debt	$ 132,918
Less: unamortized debt issuance costs and discounts	(35,433)	$ (6,367)
Total	75,495	37,255
Current portion of long-term notes payable	(4,818)	(1,044)
Long-term notes payable	70,677	36,211
PPP and SBA loans
Debt Instrument [Line Items]
Long-term debt	500	500
Term loans
Debt Instrument [Line Items]
Long-term debt	34,300	22,500
Equipment loan
Debt Instrument [Line Items]
Long-term debt	16,500	11,500
Less: unamortized debt issuance costs and discounts	(3,285)	(2,770)
Senior notes
Debt Instrument [Line Items]
Long-term debt	53,430	0
Less: unamortized debt issuance costs and discounts	(27,747)
Convertible notes
Debt Instrument [Line Items]
Long-term debt	0	5,000
Finance obligations
Debt Instrument [Line Items]
Long-term debt	6,124	3,995
Total	2,664
Other
Debt Instrument [Line Items]
Long-term debt	$ 74	$ 127

Debt - Narrative (Details) $ in Thousands	12 Months Ended
Debt - Narrative (Details) $ in Thousands	Apr. 28, 2024 USD ($)	Apr. 30, 2023 USD ($)	Apr. 25, 2021 USD ($) debt_instrument	Jun. 04, 2021	Apr. 20, 2020 USD ($)
Debt Instrument [Line Items]
Interest rate				1.07%
Gain on extinguishment of debt	$ 0	$ 8,355
PPP and SBA loans \| Paycheck Protection Program Loan
Debt Instrument [Line Items]
Number of debt instruments \| debt_instrument			3
Face amount			$ 3,265		$ 7,725
Debt term			2 years
Interest rate			1.00%
Gain on extinguishment of debt		$ 8,458
Finance obligations
Debt Instrument [Line Items]
Face amount	$ 2,805
Debt term	5 years
Interest rate	10.00%
Finance obligations \| Level 3
Debt Instrument [Line Items]
Fair value of debt	$ 71,061

Debt - Term Loans (Details)		1 Months Ended	12 Months Ended
Debt - Term Loans (Details)	Mar. 07, 2023 USD ($) tranche store	Mar. 31, 2024 USD ($)	Apr. 28, 2024 USD ($)	Apr. 30, 2023 USD ($)	Dec. 29, 2023 USD ($)	Oct. 20, 2023 USD ($)	Sep. 29, 2023 USD ($)	Jul. 27, 2023 USD ($)	Jun. 04, 2021
Debt Instrument [Line Items]
Number of tranches \| tranche	2
Interest rate									1.07%
Debt outstanding			$ 75,495,000	$ 37,255,000
Proceeds from the Oaktree Tranche 2 Loan			1,012,000	0
Unamortized debt issuance costs and discounts			35,433,000	6,367,000
Term loans
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 35,000,000
Interest rate	15.00%
Periodic payment		$ 700,000
Term loans \| Live Oak Banking Company
Debt Instrument [Line Items]
Debt repaid	$ 5,598,000
Term loans \| March 2023 Term Loan Facility
Debt Instrument [Line Items]
Debt issuance costs, net of amortization				1,354,000
Debt discount				2,421,000
Loan commitment asset				1,407,000
Unamortized debt issuance costs and discounts				5,182,000
Term loans \| Term Loan Facility, Tranche 1
Debt Instrument [Line Items]
Debt outstanding			34,300,000	22,500,000
Term loans \| Term Loan Facility, Tranche 2
Debt Instrument [Line Items]
Interest rate							15.00%
Debt outstanding				$ 0
Additional borrowing capacity	12,500,000				$ 5,000,000	$ 5,000,000	$ 1,500,000	$ 1,000,000
Additional borrowing capacity per draw	$ 2,500,000
Number of store openings \| store	5
Debt issuance costs, net of amortization			644,000
Debt discount			559,000
Loan commitment asset			1,203,000
Proceeds from the Oaktree Tranche 2 Loan			12,500,000
Term loans \| August 2023 Term Loan Facility
Debt Instrument [Line Items]
Debt issuance costs, net of amortization			1,510,000
Debt discount			2,890,000
Unamortized debt issuance costs and discounts			$ 4,400,000

Debt - Equipment Loan (Details) - USD ($) $ in Thousands	Apr. 19, 2023	Apr. 28, 2024	Jul. 27, 2023	Apr. 30, 2023	Jun. 04, 2021
Debt Instrument [Line Items]
Interest rate					1.07%
Unamortized debt issuance costs and discounts		$ 35,433		$ 6,367
Equipment loan
Debt Instrument [Line Items]
Face amount	$ 11,500		$ 5,000
Periodic payment	$ 431
Interest rate	12.00%		12.00%
Unamortized debt issuance costs and discounts		3,285		2,770
Debt issuance costs, net of amortization		60		76
Debt discount		$ 3,225		$ 2,694

Debt - Senior Notes (Details)		12 Months Ended
Debt - Senior Notes (Details)	Dec. 29, 2023 USD ($) tranche	Apr. 28, 2024 USD ($)	Apr. 30, 2023 USD ($)	Mar. 07, 2023 tranche	Jun. 04, 2021
Debt Instrument [Line Items]
Number of tranches \| tranche				2
Unamortized debt issuance costs and discounts		$ 35,433,000	$ 6,367,000
Interest rate					1.07%
Senior notes
Debt Instrument [Line Items]
Debt term	5 years
Face amount	$ 90,000,000
Number of tranches \| tranche	2
Unamortized debt issuance costs and discounts		27,747,000
Debt issuance costs, net of amortization		496,000
Debt discount		27,251,000
Interest rate	12.50%
Accrued interest		3,430,000
Senior notes \| Scenario 1
Debt Instrument [Line Items]
Interest rate	7.50%
Senior notes \| Tranche 1 Loan
Debt Instrument [Line Items]
Face amount	$ 50,000,000
Senior notes \| Tranche 2 Loan
Debt Instrument [Line Items]
Face amount	40,000,000
Fair value of debt	$ 1,773,000	1,012,000
Gain on change in fair value		$ 761,000
Variable spread	0.50%

Debt - Convertible Debt (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Apr. 28, 2024 USD ($) shares	Apr. 30, 2023 USD ($)	Jun. 04, 2021 USD ($) debt_instrument $ / shares
Debt Instrument [Line Items]
Interest rate			1.07%
Shares issued upon conversion (in shares) \| shares	5,000
Forfeiture of accrued interest in connection with the conversion of long-term notes payable	$ 890	$ 0
Convertible notes
Debt Instrument [Line Items]
Number of debt instruments \| debt_instrument			2
Face amount			$ 5,000
Conversion price (in dollars per share) \| $ / shares			$ 10
Accrued interest	137
Forfeiture of accrued interest in connection with the conversion of long-term notes payable	$ 890

Debt - Finance Obligations/Debt Covenants (Details) - USD ($) $ in Thousands	12 Months Ended
	Apr. 28, 2024	Dec. 31, 2011	Apr. 30, 2023	Jun. 04, 2021
Debt Instrument [Line Items]
Interest rate				1.07%
Total	$ 75,495		$ 37,255
Finance obligations
Debt Instrument [Line Items]
Face amount	$ 2,805
Interest rate	10.00%
Debt term	5 years
Total	$ 2,664
Finance obligations \| Northbrook, Illinois Financing Obligation
Debt Instrument [Line Items]
Face amount		$ 7,000
Interest rate		8.15%
Debt term		15 years
Total	$ 3,460		$ 3,995

Debt - Debt Maturities (Details) $ in Thousands	Apr. 28, 2024 USD ($)
Debt Disclosure [Abstract]
2025	$ 4,818
2026	7,123
2027	10,198
2028	34,390
2029	75,889
Thereafter	500
Total	$ 132,918

Income Taxes - Components of Income Tax Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Apr. 28, 2024	Apr. 30, 2023
Current:
State and local	$ 36	$ 192
Total current	36	192
Income tax expense	$ 36	$ 192

Income Taxes - Income Tax Provision Attributable to Net Income (Loss) (Details) - USD ($) $ in Thousands	12 Months Ended
	Apr. 28, 2024	Apr. 30, 2023
Income Tax Disclosure [Abstract]
U.S. federal provision at statutory tax rate	$ (1,376)	$ (1,540)
State income taxes, net of federal benefit	884	(711)
Permanent differences	295	102
PPP loan forgiveness	0	(1,755)
Stock compensation	0	(12)
Change in fair value of warrant liabilities	(5,593)	0
Return-to-provision	(75)	0
Tax credits	(407)	(157)
Deferred adjustment	1,558	0
Change in valuation allowance	4,672	4,265
Other	78	0
Income tax expense	$ 36	$ 192

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Apr. 28, 2024	Apr. 30, 2023
Income Tax Disclosure [Abstract]
Effective tax rate (in percent)	(0.60%)	(2.60%)
Operating Loss Carryforwards [Line Items]
Net operating losses	$ 20,890	$ 14,961
Change in valuation allowance	4,672	$ 4,265
Federal
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	87,949
NOLs subject to expiration	15,106
NOLs not subject to expiration	72,843
Federal \| CARES Act
Operating Loss Carryforwards [Line Items]
NOLs subject to expiration	9,000
State
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 145,190

Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Apr. 28, 2024	Apr. 30, 2023
Deferred tax assets:
Amount due to customers	$ 550	$ 1,474
Operating lease liabilities	29,718	28,481
Section 163(j) limitation	3,059	1,481
Net operating losses	20,890	14,961
Tax credits	4,735	4,328
Other accrued liabilities	65	97
Stock compensation	552	271
Other	3	3
Deferred tax assets	59,572	51,096
Valuation allowance	(47,693)	(43,021)
Net deferred tax assets	11,879	8,075
Deferred tax liabilities:
Property and equipment	(2,568)	(2,597)
Operating lease right-of-use assets	(9,311)	(5,478)
Total deferred tax liabilities	(11,879)	(8,075)
Net deferred tax liabilities	$ 0	$ 0

Leases - Narrative (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
Leases - Narrative (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Apr. 28, 2024	Apr. 30, 2023
Leases [Abstract]
Lease abatement	$ 4,673
Deferred rent	4,500
Increase in lease liability	2,678	$ (6,162)	$ (7,632)
Decrease in occupancy costs	9,173	5,556	3,595
Gain on lease modification	$ 3,281	3,281	0
Leases which have not yet commenced		81,226
Operating lease expense		$ 1,418	$ 1,547

Leases - Lease Cost (Details) - USD ($) $ in Thousands	4 Months Ended
Leases - Lease Cost (Details) - USD ($) $ in Thousands	Apr. 28, 2024	Apr. 30, 2023
Leases [Abstract]
Operating lease cost	$ 12,980	$ 14,199
Variable lease cost	5,936	3,616
Short term lease cost	172	43
Total lease cost	$ 19,088	$ 17,858

Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Apr. 28, 2024	Apr. 30, 2023
Leases [Abstract]
Operating cash flows from operating leases	$ 28,244	$ 25,549

Leases - Future Fixed Lease Payments for Operating Leases (Details) $ in Thousands	Apr. 28, 2024 USD ($)
Leases [Abstract]
2025	$ 25,971
2026	21,858
2027	21,273
2028	20,289
2029	16,866
Thereafter	85,939
Total Lease payments	192,196
Less: imputed interest	(82,682)
Total	$ 109,514

Leases - Other Information Related to Operating Leases (Details)	Apr. 28, 2024	Apr. 30, 2023
Leases [Abstract]
Weighted-average remaining lease term (years)	12 years	9 years 9 months 18 days
Weighted-average discount rate	11.70%	9.50%

Redeemable Convertible Preferred Stock - Narrative (Details) - USD ($)
$ in Thousands

Apr. 28, 2024

Jan. 07, 2024

Dec. 28, 2023

Apr. 30, 2023

Apr. 24, 2022

Temporary equity, shares outstanding (in shares)

^[1]

18,863,090

18,644,339

Temporary equity, carrying amount

$ 0

$ 53,468

$ 52,218

Preferred Stock (as converted to common stock)

Temporary equity, shares issued (in shares)

11,054,593

Temporary equity, shares outstanding (in shares)

11,054,593

Temporary equity, carrying amount

$ 75,262

Temporary equity, liquidation value

$ 114,663

Class A Common Stock | Scenario 1

Class A Common Stock | Banyan Acquisition Corporation

Conversion ratio

1.8486