Item 8.01 Other Events.
On March 30, 2023, Banyan Acquisition Corporation, a Delaware Corporation (the
"Company") filed a definitive proxy statement (the "Extension Proxy Statement")
for a special meeting of its stockholders scheduled to be held on April 18, 2023
(or any adjournment thereof) (the "Extension Meeting"), at which the Company's
stockholders will vote on, among other things, proposals to amend the Company's
amended and restated certificate of incorporation and trust agreement to extend
the date by which the Company has to consummate a business combination (the
"Extension Proposals") from April 24, 2023 to December 24, 2023. The Extension
Proxy Statement was mailed on or about March 31, 2023 to the Company's
stockholders of record as of March 24, 2023. Stockholders may obtain a copy of
the Extension Proxy Statement at the Securities and Exchange Commission's (the
"SEC") website (www.sec.gov).
On April 17, 2023, the Company issued a press release announcing that it intends
to adjourn, without conducting any business, the Extension Meeting, and to
reconvene the Extension Meeting at 10:00 a.m., Eastern time, on April 21, 2023,
a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
In connection with the adjournment of the Extension Meeting, the Company is
extending the deadline for holders of its shares of Class A common stock to
exercise their right to redeem their shares for their pro rata portions of the
funds available in the Company's trust account (the "Trust Account") to 5:00
p.m., Eastern time, on April 19, 2023 (two business days before the adjourned
Extension Meeting is to be reconvened). Any request for redemption, once made by
a public stockholder, may not be withdrawn once submitted to the Company unless
the Company's board of directors determines (in its sole discretion) to permit
the withdrawal of such redemption request (which they may do in whole or in
part). The Extension Meeting will still be held virtually at
https://www.cstproxy.com/banyanacquisition/2023.
Participants in the Solicitation
The Company, Banyan Acquisition Sponsor LLC and the Company's directors and
executive officers and other persons may be deemed to be participants in the
solicitation of proxies from the Company's stockholders in respect of the
Extension Meeting. Important information regarding the Company's directors and
executive officers is available in its Extension Proxy Statement filed with the
SEC on March 30, 2023. Additional information regarding the participants in the
proxy solicitation and a description of their direct and indirect interests are
contained in the Extension Proxy Statement.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any such
jurisdiction.
Additional Information
The Company has filed the Extension Proxy Statement with the SEC for the
Extension Meeting to consider and vote upon the Extension Proposals and other
matters and, beginning on or about March 31, 2023, mailed the Extension Proxy
Statement and other relevant documents to its stockholders as of the March 24,
2023 record date for the Extension Meeting. The Company's stockholders and other
interested persons are advised to read the Extension Proxy Statement and any
other relevant documents that have been or will be filed with the SEC in
connection with the Company's solicitation of proxies for the Extension Meeting
because these documents will contain important information about the Company,
the Extension Proposals and related matters. Stockholders may also obtain a free
copy of the Extension Proxy Statement, as well as other relevant documents that
have been or will be filed with the SEC, without charge, at the SEC's website
located at www.sec.gov or by directing your request to Morrow Sodali LLC by
telephone by dialing (800) 662-5200 or (203) 658-9400 or by sending an email to
BYN.info@investor.morrowsodali.com.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 Press Release, dated April 17, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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