SEC Form SC 13G filed by Banyan Acquisition Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.)*

BANYAN ACQUISITION CORPORATION

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

06690B107

(CUSIP Number)

April 21, 2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

*See Item 4 for additional information.

*See Item 4 for additional information.

Banyan Acquisition Corporation, a Delaware corporation (the “Issuer”)

400 Skokie Blvd, Suite 820, Northbrook, Illinois 60062

This initial report on Schedule 13G is being filed by (i) Exos Asset Management LLC, a Delaware limited liability company (“Exos”); and (ii) Morgan Creek – Exos SPAC+ Fund, LP, a Delaware limited partnership (“SPAC+ Fund”). The address of Exos and the SPAC+ Fund is: 1370 Broadway, Suite 1450, New York, NY 10018.

Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”)

06690B107

N/A

As reported in the cover pages to this report, the ownership information with respect to Exos is as follows:

(a) Amount Beneficially Owned: 349,799*

(b) Percent of Class: 5.8%*

(c) Number of Shares as to which such person has:

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote:349,799*

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 349,799*

As reported in the cover pages to this report, the ownership information with respect to the SPAC+ Fund is as follows:

(a) Amount Beneficially Owned: 349,799*

(b) Percent of Class: 5.8%*

(c) Number of Shares as to which such person has:

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote:349,799*

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of:349,799*

*Exos is the investment manager to the SPAC+ Fund. As of April 21, 2023, Exos, as the investment manager to the SPAC+ Fund and investment manager to a number of other private funds, may be deemed to beneficially own an aggregate of 349,799 Class A Common Stock of the Issuer.

The ownership percentages reported in this Schedule 13G have been calculated based on the 24,150,000 shares of Class A Common Stock outstanding, as set forth in the Issuer’s Form 10-K filed March 31, 2023, less 20,151,313 shares of Class A Common Stock that the Issuer reported in the Issuer’s Form 8-K filed April 21, 2023, which were properly exercised for redemption by their shareholders, plus the 2,000,000 Class B Common Stock shares converted on a one-for-one basis into Class A Common Stock Shares that the Issuer reported in the Issuer’s Form 8-K filed April 21, 2023, resulting in 5,998,687 Class A Common Stock outstanding as of April 21, 2023.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Not Applicable.

Not Applicable.

Not Applicable.

Not Applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: May 18, 2023

Exhibit 1

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned, and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional join acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.