UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)


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

For the quarterly period ended June 30, 2022


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

For the transition period from to

Commission File Number: 001- 41236

BANYAN ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

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

400 Skokie Blvd

Suite 820

Northbrook, Illinois 60062

(Address of principal executive offices)

(847) 757-3812

(Issuer’s telephone number)

N/A

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

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

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

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

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

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

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

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

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

As of August 12, 2022, there were 24,150,000 shares of Class A common stock, $0.0001 par value, and 7,245,000 shares of Class B common stock, $0.0001 par value, issued and outstanding.

Table of Contents

BANYAN ACQUISITION CORPORATION

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2022

TABLE OF CONTENTS

		Page
Part I. Financial Information
Item 1. Financial Statements
Condensed Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021		3
Condensed Statements of Operations for the Three and Six Months Ended June 30, 2022, the Three Months Ended June 30, 2021, and For the Period From March 10, 2021 (Inception) Through June 30, 2021 (Unaudited)		4
Condensed Statements of Changes in Stockholders’ (Deficit) Equity for the Three and Six Months Ended June 30, 2022 and For the Period From March 10, 2021 (Inception) Through June 30, 2021 (Unaudited).		5
Condensed Statements of Cash Flows for the Six Months Ended June 30, 2022 (Unaudited) and for the Period From March 10, 2021 (Inception) Through June 30, 2021 (Unaudited).		6
Notes to Condensed Financial Statements (Unaudited)		7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		20
Item 3. Quantitative and Qualitative Disclosures About Market Risk		23
Item 4. Controls and Procedures		24
Part II. Other Information
Item 1. Legal Proceedings		25
Item 1A. Risk Factors		25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		25
Item 3. Defaults Upon Senior Securities		25
Item 4. Mine Safety Disclosures		25
Item 5. Other Information		25
Item 6. Exhibits		26
Part III. Signatures		27

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

BANYAN ACQUISITION CORPORATION

CONDENSED BALANCE SHEETS


	June 30,		December 31,
	2022		2021
	(unaudited)
Assets
Current assets:
Cash	$	704,508	$	54,057
Prepaid expenses - current		295,262		—
Total Current Assets		999,770		54,057
Noncurrent assets:
Treasury securities held in trust account		246,749,249		—
Prepaid expenses - noncurrent		137,180		—
Deferred offering costs associated with the initial public offering		—		615,563
Total Noncurrent Assets		246,886,429		615,563
Total Assets	$	247,886,199	$	669,620
Liabilities, Redeemable Class A Common Stock and Stockholders’ (Deficit) Equity
Current liabilities:
Accrued expenses	$	204,344	$	12,890
Accounts payable		124,405		—
Accrued offering costs		—		364,557
Promissory note – related party		—		289,425
Total Current Liabilities		328,749		666,872
Noncurrent liabilities:
Warrant liability		3,143,750		—
Deferred underwriter’s fee payable		9,660,000		—
Total Noncurrent Liabilities		12,803,750		—
Total Liabilities		13,132,499		666,872
Commitments and Contingencies (Note 8)
Redeemable Class A Common Stock
Class A common stock, $0.0001 par value; 240,000,000 shares authorized; 24,150,000 and no shares issued and outstanding subject to possible redemption, respectively		246,749,249		—
Stockholders’ (Deficit) Equity:
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; none issued and outstanding		—		—
Class A common stock, $0.0001 par value; 240,000,000 shares authorized; none issued and outstanding		—		—
Class B common stock, $0.0001 par value; 60,000,000 shares authorized; 7,245,000 shares issued and outstanding		725		725
Additional paid-in capital		—		24,275
Accumulated deficit		(11,996,274)		(22,252)
Total Stockholders’ (Deficit) Equity		(11,995,549)		2,748
Total Liabilities, Redeemable Class A Common Stock and Stockholders’ (Deficit) Equity	$	247,886,199	$	669,620

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

Table of Contents

BANYAN ACQUISITION CORPORATION

CONDENSED STATEMENTS OF OPERATIONS


							For the
							Period from
	For the				For the		March 10, 2021
	Three Months				Six Months		(inception)
	Ended				Ended		Through
	June 30,				June 30,		June 30,
	2022		2021		2022		2021
Expenses:
Warrant issuance expense	$	—	$	—	$	500,307	$	—
Exchange listing fees		20,178		—		120,365		—
Legal fees		26,945		—		121,945		—
General, administrative, and other expenses		207,840		3,907		435,861		34,360
Total expenses		254,963		3,907		1,178,478		34,360
Loss from operations		(254,963)		(3,907)		(1,178,478)		(34,360)

Other income:
Change in fair value of warrant liability		1,459,707		—		11,760,463		—
Interest income		392,079		—		457,476		—
Unrealized loss on treasury securities held in Trust Account		(38,227)		—		(38,227)		—
Other income		1,813,559		—		12,179,712		—
Income before provision for income taxes		1,558,596		(3,907)		11,001,234		(34,360)
Provision for income taxes		(108,421)		—		(108,421)		—
Net income (loss)	$	1,450,175	$	(3,907)	$	10,892,813	$	(34,360)

Basic and diluted weighted average shares outstanding, Class A common stock		24,150,000		—		21,081,215		—

Basic and diluted net income per share, Class A common stock	$	0.05	$	—	$	0.38	$	—

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

Basic and diluted net income per share, Class B common stock	$	0.05	$	(0.00)	$	0.38	$	(0.00)

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

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

Table of Contents

BANYAN ACQUISITION CORPORATION

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

Class A Common Stock

Subject to

Class B

Additional

Total

Possible Redemption

Common Stock

Paid-in

Accumulated

Stockholders’

Shares

Amount

Shares

Amount

Capital

Deficit

(Deficit) Equity

Balance – December 31, 2021

—

7,245,000

725

24,275

(22,252)

2,748

Issuance of Units in IPO

24,150,000

219,353,777

—

SEC Form 10-Q filed by Banyan Acquisition Corporation