Cover
Cover | 5 Months Ended |
Oct. 15, 2023 | |
Cover [Abstract] | |
Document Type | S-1/A |
Entity Registrant Name | Pinstripes Holdings, Inc. |
Entity Central Index Key | 0001852633 |
Amendment Flag | true |
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 Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Filer Category | Non-accelerated Filer |
Amendment Description | Updated Smaller Reporting Company status on the cover page |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - Banyan 10Q | Sep. 30, 2023 USD ($) |
BANYAN ACQUISITION CORPORATION | |
Current Assets: | |
Cash | $ 304,554 |
Prepaid expenses - current | 105,221 |
Total current assets | 409,775 |
Noncurrent assets: | |
Treasury securities held in trust account | 42,423,610 |
Total Noncurrent Assets | 42,423,610 |
Total assets | 42,833,385 |
Current liabilities: | |
Accrued expenses | 3,550,710 |
Income tax payable | 103,574 |
Accrued franchise tax expense | 29,589 |
Excise tax liability | 2,100,318 |
Promissory notes - related parties | 506,000 |
Accounts payable | 408,714 |
Total current liabilities | 6,698,905 |
Noncurrent liabilities: | |
Warrant liability | 4,353,613 |
Deferred underwriter's fee payable | 3,622,500 |
Total Noncurrent Liabilities | 7,976,113 |
Total liabilities | 14,675,018 |
Commitments and contingencies (Note 11) | |
Stockholders' deficit: | |
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; none issued and outstanding | 0 |
Accumulated deficit | (14,265,968) |
Total stockholders' deficit | (14,265,243) |
Total liabilities, redeemable convertible preferred stock, and stockholders' deficit | 42,833,385 |
Class A common stock | BANYAN ACQUISITION CORPORATION | |
Stockholders' deficit: | |
Common stock | 200 |
Class A Common Stock Subject to Possible Redemption | BANYAN ACQUISITION CORPORATION | |
Redeemable Class A Common Stock | |
Class A common stock, $0.0001 par value; 240,000,000 shares authorized; 3,998,687 and 24,150,000 shares issued and outstanding subject to possible redemption as of September 30, 2023 and December 31, 2022, respectively | 42,423,610 |
Class B common stock | BANYAN ACQUISITION CORPORATION | |
Stockholders' deficit: | |
Common stock | $ 525 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - Banyan 10Q - $ / shares | Oct. 15, 2023 | Sep. 30, 2023 | Jul. 23, 2023 | Apr. 30, 2023 | Apr. 21, 2023 | Dec. 31, 2022 | Oct. 09, 2022 | Jul. 17, 2022 | Apr. 24, 2022 | Dec. 31, 2021 | Apr. 25, 2021 | Apr. 26, 2020 |
Temporary equity, par value, (per share) | $ 0.01 | $ 0.01 | ||||||||||
Temporary equity, shares authorized (in shares) | 21,867,011 | 18,867,011 | ||||||||||
Class A common stock subject to possible redemption, issued (in shares) | 11,054,593 | 10,203,945 | ||||||||||
Class A common stock subject to possible redemption, outstanding (in shares) | 11,054,593 | 10,999,393 | 10,203,945 | 10,203,945 | 10,203,945 | 10,085,612 | 9,585,612 | 9,310,612 | ||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||
Common stock, shares authorized | 35,000,000 | 20,000,000 | ||||||||||
Common stock, shares issued | 6,178,962 | 6,178,962 | 6,167,254 | |||||||||
Common stock, shares outstanding | 6,178,962 | 6,178,962 | 6,167,254 | |||||||||
BANYAN ACQUISITION CORPORATION | ||||||||||||
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||
Preferred stock, shares issued | 0 | 0 | 0 | |||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||||||||
Class A common stock | BANYAN ACQUISITION CORPORATION | ||||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Common stock, shares authorized | 240,000,000 | 240,000,000 | 240,000,000 | |||||||||
Common stock, shares issued | 2,000,000 | 5,998,687 | 0 | 0 | ||||||||
Common stock, shares outstanding | 2,000,000 | 5,998,687 | 0 | 0 | ||||||||
Class A Common Stock Subject to Possible Redemption | ||||||||||||
Class A common stock subject to possible redemption, outstanding (in shares) | 3,998,687 | |||||||||||
Class A Common Stock Subject to Possible Redemption | BANYAN ACQUISITION CORPORATION | ||||||||||||
Temporary equity, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Temporary equity, shares authorized (in shares) | 240,000,000 | 240,000,000 | 240,000,000 | |||||||||
Class A common stock subject to possible redemption, issued (in shares) | 3,998,687 | 24,150,000 | 0 | |||||||||
Class A common stock subject to possible redemption, outstanding (in shares) | 3,998,687 | 24,150,000 | 0 | |||||||||
Class A Common Stock not Subject to Possible Redemption | BANYAN ACQUISITION CORPORATION | ||||||||||||
Common stock, shares issued | 2,000,000 | 0 | 0 | |||||||||
Common stock, shares outstanding | 2,000,000 | 0 | 0 | |||||||||
Class B common stock | BANYAN ACQUISITION CORPORATION | ||||||||||||
Class A common stock subject to possible redemption, outstanding (in shares) | 1,018,750 | |||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Common stock, shares authorized | 60,000,000 | 60,000,000 | 60,000,000 | |||||||||
Common stock, shares issued | 5,245,000 | 5,245,000 | 7,245,000 | 7,245,000 | ||||||||
Common stock, shares outstanding | 5,245,000 | 5,245,000 | 7,245,000 | 7,245,000 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - Banyan 10Q - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | |||||||||||||||
Oct. 15, 2023 | Sep. 30, 2023 | Jul. 23, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Oct. 09, 2022 | Sep. 30, 2022 | Jul. 17, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Oct. 15, 2023 | Oct. 09, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Apr. 30, 2023 | Dec. 31, 2022 | Apr. 24, 2022 | Dec. 31, 2021 | Apr. 25, 2021 | ||
Operating expenses: | |||||||||||||||||||||
Operating loss | $ (7,206,000) | $ (3,019,000) | $ (8,078,000) | $ (6,202,000) | $ (13,729,000) | $ (11,331,000) | $ (29,538,000) | ||||||||||||||
Other income (expenses): | |||||||||||||||||||||
Income (loss) before income taxes | (7,355,000) | (3,294,000) | (10,329,000) | 1,789,000 | (7,333,000) | (9,879,000) | (29,985,000) | ||||||||||||||
Provision for income taxes | 72,000 | (96,000) | 0 | (144,000) | (192,000) | (38,000) | (13,000) | ||||||||||||||
Net (loss) income | $ (7,283,000) | $ (3,046,000) | $ (3,390,000) | $ 5,035,000 | $ (10,329,000) | $ 1,645,000 | $ (7,525,000) | $ (9,917,000) | $ (29,998,000) | ||||||||||||
Weighted average common shares outstanding, basic (in shares) | 6,535,000 | 6,168,000 | 6,550,000 | 6,168,000 | 6,210,000 | 6,108,000 | 6,079,000 | ||||||||||||||
Weighted average common shares outstanding, diluted (in shares) | 6,535,000 | 6,168,000 | 6,550,000 | 16,992,000 | 6,210,000 | 6,108,000 | 6,079,000 | ||||||||||||||
Earnings (loss) per share, basic (in dollars per share) | $ (1.17) | $ (0.55) | $ (1.87) | $ 0.27 | $ (1.21) | $ (1.62) | $ (4.93) | ||||||||||||||
Earnings (loss) per share, diluted (in dollars per share) | $ (1.17) | $ (0.55) | $ (1.87) | $ 0.10 | $ (1.21) | $ (1.62) | $ (4.93) | ||||||||||||||
BANYAN ACQUISITION CORPORATION | |||||||||||||||||||||
Operating expenses: | |||||||||||||||||||||
Warrant issuance expense | $ 500,307 | $ 500,307 | |||||||||||||||||||
Exchange listing fees | $ 21,249 | $ 20,178 | $ 63,518 | 140,543 | 160,721 | ||||||||||||||||
Legal fees | 1,003,710 | 17,380 | 3,517,185 | 139,324 | 215,000 | ||||||||||||||||
General, administrative, and other expenses | 471,369 | 217,784 | 1,501,781 | 653,646 | $ 22,252 | 877,640 | |||||||||||||||
Total operating expenses | 1,496,328 | 255,342 | 5,082,484 | 1,433,820 | 22,252 | 1,753,668 | |||||||||||||||
Operating loss | (1,496,328) | (255,342) | (5,082,484) | (1,433,820) | (22,252) | (1,753,668) | |||||||||||||||
Other income (expenses): | |||||||||||||||||||||
Change in fair value of warrant liability | 922,888 | 1,454,500 | (3,753,738) | 13,214,963 | 14,304,338 | ||||||||||||||||
Interest income on cash held in bank account | 3,901 | 18,991 | |||||||||||||||||||
Interest income on treasury securities held in Trust Account | 514,356 | 1,251,524 | 4,405,609 | 1,709,000 | 3,939,359 | ||||||||||||||||
Interest income | 3,939,359 | ||||||||||||||||||||
Unrealized gain (loss) on treasury securities held in Trust Account | 44,693 | 47,960 | (62,494) | 9,732 | 57,498 | ||||||||||||||||
Other income | 1,485,838 | 2,753,984 | 608,368 | 14,933,695 | 18,301,195 | ||||||||||||||||
Income (loss) before income taxes | (10,490) | 2,498,642 | (4,474,116) | 13,499,875 | (22,252) | 16,547,527 | |||||||||||||||
Provision for income taxes | (98,248) | (217,336) | (897,753) | (325,757) | (783,546) | ||||||||||||||||
Net (loss) income | $ (108,738) | $ (6,582,267) | $ 1,319,136 | $ 2,281,306 | $ 1,450,175 | $ 9,442,637 | $ (5,371,869) | $ 13,174,118 | $ (22,252) | $ 15,763,981 | |||||||||||
Class A common stock | BANYAN ACQUISITION CORPORATION | |||||||||||||||||||||
Other income (expenses): | |||||||||||||||||||||
Weighted average common shares outstanding, basic (in shares) | 3,998,687 | 24,150,000 | 12,192,078 | 22,115,385 | 22,604,795 | ||||||||||||||||
Weighted average common shares outstanding, diluted (in shares) | 3,998,687 | 24,150,000 | 12,192,078 | 22,115,385 | 22,604,795 | ||||||||||||||||
Earnings (loss) per share, basic (in dollars per share) | $ 0.53 | ||||||||||||||||||||
Earnings (loss) per share, diluted (in dollars per share) | $ 0.53 | ||||||||||||||||||||
Redeemable Class A common stock | BANYAN ACQUISITION CORPORATION | |||||||||||||||||||||
Other income (expenses): | |||||||||||||||||||||
Net (loss) income | $ (38,672) | $ 1,754,851 | $ (3,369,552) | $ 9,923,259 | $ 11,937,823 | ||||||||||||||||
Weighted average common shares outstanding, basic (in shares) | 3,998,687 | 24,150,000 | 12,192,078 | 22,115,385 | 22,604,795 | ||||||||||||||||
Weighted average common shares outstanding, diluted (in shares) | 3,998,687 | 24,150,000 | 12,192,078 | 22,115,385 | 22,604,795 | ||||||||||||||||
Earnings (loss) per share, basic (in dollars per share) | $ (0.01) | $ 0.07 | $ (0.28) | $ 0.45 | $ 0.53 | ||||||||||||||||
Earnings (loss) per share, diluted (in dollars per share) | $ (0.01) | $ 0.07 | $ (0.28) | $ 0.45 | $ 0.53 | ||||||||||||||||
Non-redeemable Class A and Class B common stock | |||||||||||||||||||||
Other income (expenses): | |||||||||||||||||||||
Weighted average common shares outstanding, diluted (in shares) | 7,245,000 | 7,245,000 | |||||||||||||||||||
Earnings (loss) per share, diluted (in dollars per share) | $ (0.28) | $ 0.45 | |||||||||||||||||||
Non-redeemable Class A and Class B common stock | BANYAN ACQUISITION CORPORATION | |||||||||||||||||||||
Other income (expenses): | |||||||||||||||||||||
Net (loss) income | $ (70,066) | $ 526,455 | $ (2,002,317) | $ 3,250,859 | |||||||||||||||||
Weighted average common shares outstanding, basic (in shares) | 7,245,000 | 7,245,000 | 7,245,000 | 7,245,000 | |||||||||||||||||
Weighted average common shares outstanding, diluted (in shares) | 7,245,000 | 7,245,000 | 7,245,000 | 7,245,000 | |||||||||||||||||
Earnings (loss) per share, basic (in dollars per share) | $ (0.01) | $ 0.07 | $ (0.28) | $ 0.45 | |||||||||||||||||
Earnings (loss) per share, diluted (in dollars per share) | $ (0.01) | $ 0.07 | $ (0.28) | $ 0.45 | |||||||||||||||||
Class B common stock | BANYAN ACQUISITION CORPORATION | |||||||||||||||||||||
Other income (expenses): | |||||||||||||||||||||
Weighted average common shares outstanding, basic (in shares) | [1] | 7,245,000 | 6,300,000 | ||||||||||||||||||
Weighted average common shares outstanding, diluted (in shares) | [1] | 7,245,000 | 6,300,000 | ||||||||||||||||||
Earnings (loss) per share, basic (in dollars per share) | $ 0.53 | $ 0 | |||||||||||||||||||
Earnings (loss) per share, diluted (in dollars per share) | $ 0.53 | $ 0 | |||||||||||||||||||
[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 December 31, 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. |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - Banyan 10Q - USD ($) | Total | BANYAN ACQUISITION CORPORATION | Initial Public Offering BANYAN ACQUISITION CORPORATION | Common | Additional Paid-In Capital | Additional Paid-In Capital BANYAN ACQUISITION CORPORATION | Additional Paid-In Capital Initial Public Offering BANYAN ACQUISITION CORPORATION | Accumulated Deficit | Accumulated Deficit BANYAN ACQUISITION CORPORATION | Accumulated Deficit Initial Public Offering BANYAN ACQUISITION CORPORATION | Class A common stock Common BANYAN ACQUISITION CORPORATION | Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption BANYAN ACQUISITION CORPORATION | Class A Common Stock Subject to Possible Redemption Initial Public Offering BANYAN ACQUISITION CORPORATION | Class A Common Stock Subject to Possible Redemption Common BANYAN ACQUISITION CORPORATION | Class A Common Stock Subject to Possible Redemption Common Initial Public Offering BANYAN ACQUISITION CORPORATION | Class A Common Stock Subject to Possible Redemption Additional Paid-In Capital Initial Public Offering BANYAN ACQUISITION CORPORATION | Class A Common Stock Subject to Possible Redemption Accumulated Deficit Initial Public Offering BANYAN ACQUISITION CORPORATION | Class B common stock Common BANYAN ACQUISITION CORPORATION |
Beginning balance at Apr. 26, 2020 | $ 42,018,000 | ||||||||||||||||||
Beginning balance (in shares) at Apr. 26, 2020 | 9,310,612 | ||||||||||||||||||
Ending balance at Apr. 25, 2021 | $ 44,718,000 | ||||||||||||||||||
Ending balance (in shares) at Apr. 25, 2021 | 9,585,612 | ||||||||||||||||||
Beginning balance at Apr. 26, 2020 | $ (70,422,000) | $ 61,000 | $ 870,000 | $ (71,353,000) | |||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||||
Net (loss) income | (29,998,000) | (29,998,000) | |||||||||||||||||
Ending balance at Apr. 25, 2021 | (99,975,000) | 61,000 | 1,315,000 | (101,351,000) | |||||||||||||||
Beginning balance at Mar. 09, 2021 | $ 0 | ||||||||||||||||||
Beginning balance (in shares) at Mar. 09, 2021 | 0 | ||||||||||||||||||
Ending balance at Dec. 31, 2021 | $ 0 | ||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | 0 | |||||||||||||||||
Beginning balance at Mar. 09, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||||||||
Beginning balance (in shares) at Mar. 09, 2021 | 0 | ||||||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||||
Net (loss) income | (22,252) | (22,252) | |||||||||||||||||
Ending balance at Dec. 31, 2021 | 2,748 | 24,275 | (22,252) | $ 0 | $ 725 | ||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | 7,245,000 | |||||||||||||||||
Beginning balance at Apr. 25, 2021 | $ 44,718,000 | ||||||||||||||||||
Beginning balance (in shares) at Apr. 25, 2021 | 9,585,612 | ||||||||||||||||||
Ending balance at Apr. 24, 2022 | $ 52,218,000 | ||||||||||||||||||
Ending balance (in shares) at Apr. 24, 2022 | 10,085,612 | ||||||||||||||||||
Beginning balance at Apr. 25, 2021 | $ (99,975,000) | 61,000 | 1,315,000 | (101,351,000) | |||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||||
Conversion of Class B common stock to Class A common stock | 56,000 | $ 1,000 | 55,000 | ||||||||||||||||
Conversion of Class B common stock to Class A common stock (in shares) | 55,791 | ||||||||||||||||||
Net (loss) income | (9,917,000) | (9,917,000) | |||||||||||||||||
Ending balance at Apr. 24, 2022 | (109,556,000) | $ 62,000 | 1,650,000 | (111,268,000) | |||||||||||||||
Beginning balance at Dec. 31, 2021 | $ 0 | ||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 0 | |||||||||||||||||
Increase (Decrease) in Temporary Equity | |||||||||||||||||||
Issuance of shares | $ 219,353,777 | ||||||||||||||||||
Issuance of shares (in shares) | 24,150,000 | ||||||||||||||||||
Redemption of Class A common stock | $ (210,031,815) | ||||||||||||||||||
Redemption of Class A common stock (In shares) | (20,151,313) | ||||||||||||||||||
Change in redemption amount of preferred stock | $ 65,397 | $ 26,976,223 | |||||||||||||||||
Ending balance at Mar. 31, 2022 | $ 246,395,397 | ||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 24,150,000 | ||||||||||||||||||
Beginning balance at Dec. 31, 2021 | 2,748 | 24,275 | (22,252) | $ 0 | $ 725 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||||
Remeasurement of Class A common stock to redemption value | (65,397) | $ (26,976,223) | $ (4,528,638) | (65,397) | $ (22,447,585) | $ 0 | 0 | ||||||||||||
Issuance of warrants | 4,504,363 | 4,504,363 | 0 | ||||||||||||||||
Net (loss) income | 9,442,637 | 9,442,637 | 0 | ||||||||||||||||
Ending balance at Mar. 31, 2022 | (13,091,872) | (13,092,597) | $ 725 | ||||||||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 7,245,000 | ||||||||||||||||||
Beginning balance at Dec. 31, 2021 | $ 0 | ||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 0 | |||||||||||||||||
Ending balance at Sep. 30, 2022 | $ 248,048,732 | ||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 24,150,000 | ||||||||||||||||||
Beginning balance at Dec. 31, 2021 | 2,748 | 24,275 | (22,252) | $ 0 | $ 725 | ||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 7,245,000 | |||||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||||
Net (loss) income | 13,174,118 | $ 9,923,259 | |||||||||||||||||
Ending balance at Sep. 30, 2022 | (11,013,726) | (11,014,451) | $ 725 | ||||||||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 7,245,000 | ||||||||||||||||||
Beginning balance at Dec. 31, 2021 | $ 0 | ||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 0 | |||||||||||||||||
Increase (Decrease) in Temporary Equity | |||||||||||||||||||
Issuance of shares | $ 219,353,777 | ||||||||||||||||||
Issuance of shares (in shares) | 24,150,000 | ||||||||||||||||||
Change in redemption amount of preferred stock | $ 3,996,857 | $ 26,976,223 | |||||||||||||||||
Ending balance at Dec. 31, 2022 | $ 250,326,857 | $ 250,326,857 | |||||||||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 24,150,000 | 24,150,000 | |||||||||||||||||
Beginning balance at Dec. 31, 2021 | 2,748 | 24,275 | (22,252) | $ 0 | $ 725 | ||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 7,245,000 | |||||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||||
Remeasurement of Class A common stock to redemption value | 3,996,857 | 3,996,857 | $ 26,976,223 | $ 4,528,638 | $ 22,447,585 | ||||||||||||||
Issuance of warrants | 4,504,363 | 4,504,363 | |||||||||||||||||
Net (loss) income | 15,763,981 | 15,763,981 | $ 11,937,823 | ||||||||||||||||
Ending balance at Dec. 31, 2022 | (10,701,988) | (10,702,713) | $ 725 | ||||||||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 7,245,000 | ||||||||||||||||||
Beginning balance at Mar. 31, 2022 | $ 246,395,397 | ||||||||||||||||||
Beginning balance (in shares) at Mar. 31, 2022 | 24,150,000 | ||||||||||||||||||
Increase (Decrease) in Temporary Equity | |||||||||||||||||||
Change in redemption amount of preferred stock | $ 353,852 | ||||||||||||||||||
Ending balance at Jun. 30, 2022 | $ 246,749,249 | ||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 24,150,000 | ||||||||||||||||||
Beginning balance at Mar. 31, 2022 | (13,091,872) | (13,092,597) | $ 725 | ||||||||||||||||
Beginning balance (in shares) at Mar. 31, 2022 | 7,245,000 | ||||||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||||
Remeasurement of Class A common stock to redemption value | (353,852) | (353,852) | $ 0 | ||||||||||||||||
Net (loss) income | 1,450,175 | 1,450,175 | |||||||||||||||||
Ending balance at Jun. 30, 2022 | (11,995,549) | (11,996,274) | $ 725 | ||||||||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 7,245,000 | ||||||||||||||||||
Beginning balance at Apr. 24, 2022 | $ 52,218,000 | ||||||||||||||||||
Beginning balance (in shares) at Apr. 24, 2022 | 10,085,612 | ||||||||||||||||||
Ending balance at Jul. 17, 2022 | $ 53,468,000 | ||||||||||||||||||
Ending balance (in shares) at Jul. 17, 2022 | 10,203,945 | ||||||||||||||||||
Beginning balance at Apr. 24, 2022 | $ (109,556,000) | 62,000 | 1,650,000 | (111,268,000) | |||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||||
Net (loss) income | 5,035,000 | 5,035,000 | |||||||||||||||||
Ending balance at Jul. 17, 2022 | (104,463,000) | 62,000 | 1,708,000 | (106,233,000) | |||||||||||||||
Beginning balance at Apr. 24, 2022 | $ 52,218,000 | ||||||||||||||||||
Beginning balance (in shares) at Apr. 24, 2022 | 10,085,612 | ||||||||||||||||||
Ending balance at Oct. 09, 2022 | $ 53,468,000 | ||||||||||||||||||
Ending balance (in shares) at Oct. 09, 2022 | 10,203,945 | ||||||||||||||||||
Beginning balance at Apr. 24, 2022 | $ (109,556,000) | 62,000 | 1,650,000 | (111,268,000) | |||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||||
Net (loss) income | 1,645,000 | ||||||||||||||||||
Ending balance at Oct. 09, 2022 | (107,785,000) | 62,000 | 1,777,000 | (109,623,000) | |||||||||||||||
Beginning balance at Apr. 24, 2022 | $ 52,218,000 | ||||||||||||||||||
Beginning balance (in shares) at Apr. 24, 2022 | 10,085,612 | ||||||||||||||||||
Ending balance at Apr. 30, 2023 | $ 53,468,000 | ||||||||||||||||||
Ending balance (in shares) at Apr. 30, 2023 | 10,203,945 | ||||||||||||||||||
Beginning balance at Apr. 24, 2022 | $ (109,556,000) | 62,000 | 1,650,000 | (111,268,000) | |||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||||
Issuance of warrants | 1,722,000 | 1,722,000 | |||||||||||||||||
Net (loss) income | (7,525,000) | (7,525,000) | |||||||||||||||||
Ending balance at Apr. 30, 2023 | (114,998,000) | 62,000 | 3,733,000 | (118,793,000) | |||||||||||||||
Beginning balance at Jun. 30, 2022 | $ 246,749,249 | ||||||||||||||||||
Beginning balance (in shares) at Jun. 30, 2022 | 24,150,000 | ||||||||||||||||||
Increase (Decrease) in Temporary Equity | |||||||||||||||||||
Change in redemption amount of preferred stock | $ 1,299,483 | ||||||||||||||||||
Ending balance at Sep. 30, 2022 | $ 248,048,732 | ||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 24,150,000 | ||||||||||||||||||
Beginning balance at Jun. 30, 2022 | (11,995,549) | (11,996,274) | $ 725 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||||
Remeasurement of Class A common stock to redemption value | (1,299,483) | (1,299,483) | $ 0 | ||||||||||||||||
Net (loss) income | 2,281,306 | 2,281,306 | 1,754,851 | 0 | |||||||||||||||
Ending balance at Sep. 30, 2022 | (11,013,726) | (11,014,451) | $ 725 | ||||||||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 7,245,000 | ||||||||||||||||||
Beginning balance at Jul. 17, 2022 | $ 53,468,000 | ||||||||||||||||||
Beginning balance (in shares) at Jul. 17, 2022 | 10,203,945 | ||||||||||||||||||
Ending balance at Oct. 09, 2022 | $ 53,468,000 | ||||||||||||||||||
Ending balance (in shares) at Oct. 09, 2022 | 10,203,945 | ||||||||||||||||||
Beginning balance at Jul. 17, 2022 | $ (104,463,000) | 62,000 | 1,708,000 | (106,233,000) | |||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||||
Issuance of warrants | 10,000 | 10,000 | |||||||||||||||||
Net (loss) income | (3,390,000) | (3,390,000) | |||||||||||||||||
Ending balance at Oct. 09, 2022 | (107,785,000) | 62,000 | 1,777,000 | (109,623,000) | |||||||||||||||
Beginning balance at Dec. 31, 2022 | $ 250,326,857 | $ 250,326,857 | |||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 24,150,000 | 24,150,000 | |||||||||||||||||
Increase (Decrease) in Temporary Equity | |||||||||||||||||||
Change in redemption amount of preferred stock | $ 813,105 | ||||||||||||||||||
Ending balance at Mar. 31, 2023 | $ 251,139,962 | $ 251,139,962 | |||||||||||||||||
Ending balance (in shares) at Mar. 31, 2023 | 24,150,000 | ||||||||||||||||||
Beginning balance at Dec. 31, 2022 | (10,701,988) | (10,702,713) | $ 725 | ||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 7,245,000 | ||||||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||||
Remeasurement of Class A common stock to redemption value | (813,105) | (813,105) | |||||||||||||||||
Net (loss) income | 1,319,136 | 1,319,136 | |||||||||||||||||
Ending balance at Mar. 31, 2023 | (10,195,957) | (10,196,682) | $ 725 | ||||||||||||||||
Ending balance (in shares) at Mar. 31, 2023 | 7,245,000 | ||||||||||||||||||
Beginning balance at Dec. 31, 2022 | $ 250,326,857 | $ 250,326,857 | |||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 24,150,000 | 24,150,000 | |||||||||||||||||
Increase (Decrease) in Temporary Equity | |||||||||||||||||||
Redemption of Class A common stock | $ (210,031,815) | ||||||||||||||||||
Ending balance at Sep. 30, 2023 | $ 42,423,610 | $ 42,423,610 | |||||||||||||||||
Ending balance (in shares) at Sep. 30, 2023 | 3,998,687 | 3,998,687 | 3,998,687 | ||||||||||||||||
Beginning balance at Dec. 31, 2022 | (10,701,988) | (10,702,713) | $ 725 | ||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 7,245,000 | ||||||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||||
Net (loss) income | (5,371,869) | $ (3,369,552) | |||||||||||||||||
Ending balance at Sep. 30, 2023 | (14,265,243) | (14,265,968) | $ 200 | $ 525 | |||||||||||||||
Ending balance (in shares) at Sep. 30, 2023 | 2,000,000 | 5,245,000 | |||||||||||||||||
Beginning balance at Mar. 31, 2023 | 251,139,962 | $ 251,139,962 | |||||||||||||||||
Beginning balance (in shares) at Mar. 31, 2023 | 24,150,000 | ||||||||||||||||||
Increase (Decrease) in Temporary Equity | |||||||||||||||||||
Redemption of Class A common stock | (210,031,815) | ||||||||||||||||||
Change in redemption amount of preferred stock | $ 1,082,415 | ||||||||||||||||||
Ending balance at Jun. 30, 2023 | 42,190,562 | $ 42,190,562 | |||||||||||||||||
Ending balance (in shares) at Jun. 30, 2023 | 3,998,687 | ||||||||||||||||||
Beginning balance at Mar. 31, 2023 | (10,195,957) | (10,196,682) | $ 725 | ||||||||||||||||
Beginning balance (in shares) at Mar. 31, 2023 | 7,245,000 | ||||||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||||
Conversion of Class B common stock to Class A common stock | $ 200 | $ (200) | |||||||||||||||||
Conversion of Class B common stock to Class A common stock (in shares) | 2,000,000 | (2,000,000) | |||||||||||||||||
Excise tax | (2,100,318) | (2,100,318) | |||||||||||||||||
Remeasurement of Class A common stock to redemption value | (1,082,415) | (1,082,415) | |||||||||||||||||
Sponsor capital contribution for non-redemption agreements | 844,916 | 892,911 | |||||||||||||||||
Non-redemption agreements | (844,916) | $ (892,911) | |||||||||||||||||
Reduction of Deferred Underwriter Fee Payable | 6,037,500 | 6,037,500 | |||||||||||||||||
Net (loss) income | (6,582,267) | (6,582,267) | |||||||||||||||||
Ending balance at Jun. 30, 2023 | (13,923,457) | (13,924,182) | $ 200 | $ 525 | |||||||||||||||
Ending balance (in shares) at Jun. 30, 2023 | 2,000,000 | 5,245,000 | |||||||||||||||||
Beginning balance at Apr. 30, 2023 | $ 53,468,000 | ||||||||||||||||||
Beginning balance (in shares) at Apr. 30, 2023 | 10,203,945 | ||||||||||||||||||
Increase (Decrease) in Temporary Equity | |||||||||||||||||||
Change in redemption amount of preferred stock | $ 1,423,000 | ||||||||||||||||||
Ending balance at Jul. 23, 2023 | $ 73,488,000 | ||||||||||||||||||
Ending balance (in shares) at Jul. 23, 2023 | 10,999,393 | ||||||||||||||||||
Beginning balance at Apr. 30, 2023 | $ (114,998,000) | 62,000 | 3,733,000 | (118,793,000) | |||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||||
Net (loss) income | (3,046,000) | (3,046,000) | |||||||||||||||||
Ending balance at Jul. 23, 2023 | (119,460,000) | 62,000 | 2,317,000 | (121,839,000) | |||||||||||||||
Beginning balance at Apr. 30, 2023 | $ 53,468,000 | ||||||||||||||||||
Beginning balance (in shares) at Apr. 30, 2023 | 10,203,945 | ||||||||||||||||||
Ending balance at Oct. 15, 2023 | $ 75,262,000 | ||||||||||||||||||
Ending balance (in shares) at Oct. 15, 2023 | 11,054,593 | ||||||||||||||||||
Beginning balance at Apr. 30, 2023 | $ (114,998,000) | 62,000 | 3,733,000 | (118,793,000) | |||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||||
Net (loss) income | (10,329,000) | ||||||||||||||||||
Ending balance at Oct. 15, 2023 | (128,578,000) | 62,000 | 482,000 | (129,122,000) | |||||||||||||||
Beginning balance at Jun. 30, 2023 | 42,190,562 | $ 42,190,562 | |||||||||||||||||
Beginning balance (in shares) at Jun. 30, 2023 | 3,998,687 | ||||||||||||||||||
Increase (Decrease) in Temporary Equity | |||||||||||||||||||
Change in redemption amount of preferred stock | $ 233,048 | ||||||||||||||||||
Ending balance at Sep. 30, 2023 | $ 42,423,610 | $ 42,423,610 | |||||||||||||||||
Ending balance (in shares) at Sep. 30, 2023 | 3,998,687 | 3,998,687 | 3,998,687 | ||||||||||||||||
Beginning balance at Jun. 30, 2023 | (13,923,457) | (13,924,182) | $ 200 | $ 525 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||||
Remeasurement of Class A common stock to redemption value | (233,048) | (233,048) | |||||||||||||||||
Net (loss) income | (108,738) | (108,738) | $ (38,672) | ||||||||||||||||
Ending balance at Sep. 30, 2023 | $ (14,265,243) | $ (14,265,968) | $ 200 | $ 525 | |||||||||||||||
Ending balance (in shares) at Sep. 30, 2023 | 2,000,000 | 5,245,000 | |||||||||||||||||
Beginning balance at Jul. 23, 2023 | $ 73,488,000 | ||||||||||||||||||
Beginning balance (in shares) at Jul. 23, 2023 | 10,999,393 | ||||||||||||||||||
Ending balance at Oct. 15, 2023 | $ 75,262,000 | ||||||||||||||||||
Ending balance (in shares) at Oct. 15, 2023 | 11,054,593 | ||||||||||||||||||
Beginning balance at Jul. 23, 2023 | $ (119,460,000) | 62,000 | 2,317,000 | (121,839,000) | |||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||||
Issuance of warrants | 173,000 | 173,000 | |||||||||||||||||
Net (loss) income | (7,283,000) | (7,283,000) | |||||||||||||||||
Ending balance at Oct. 15, 2023 | $ (128,578,000) | $ 62,000 | $ 482,000 | $ (129,122,000) |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - Banyan 10Q - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | |||||||||||
Oct. 15, 2023 | Sep. 30, 2023 | Jul. 23, 2023 | Mar. 31, 2023 | Oct. 09, 2022 | Sep. 30, 2022 | Jul. 17, 2022 | Mar. 31, 2022 | Oct. 15, 2023 | Oct. 09, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Apr. 30, 2023 | Dec. 31, 2022 | Apr. 24, 2022 | Apr. 25, 2021 | |
Cash flows from operating activities: | |||||||||||||||||
Net (loss) income | $ (7,283,000) | $ (3,046,000) | $ (3,390,000) | $ 5,035,000 | $ (10,329,000) | $ 1,645,000 | $ (7,525,000) | $ (9,917,000) | $ (29,998,000) | ||||||||
Changes in operating assets and liabilities: | |||||||||||||||||
Net cash (used in) operating activities | (15,924,000) | (997,000) | (12,040,000) | (5,586,000) | (8,185,000) | ||||||||||||
Cash flows from investing activities: | |||||||||||||||||
Net cash provided by (used in) investing activities | (9,793,000) | (3,539,000) | (12,987,000) | (1,898,000) | (644,000) | ||||||||||||
Cash flows from financing activities: | |||||||||||||||||
Proceeds from sale of private placement warrants | 3,758,000 | 56,000 | 0 | ||||||||||||||
Net cash provided by (used in) financing activities | 25,272,000 | (893,000) | 24,556,000 | 11,063,000 | 5,791,000 | ||||||||||||
Net change in cash and cash equivalents | (445,000) | (5,429,000) | (471,000) | 3,579,000 | (3,038,000) | ||||||||||||
Cash and cash equivalents, beginning of period | $ 8,436,000 | $ 8,907,000 | 8,436,000 | 8,907,000 | 8,907,000 | 5,328,000 | 8,366,000 | ||||||||||
Cash and cash equivalents, end of period | $ 7,991,000 | $ 3,478,000 | $ 7,991,000 | $ 3,478,000 | $ 8,436,000 | $ 8,907,000 | $ 5,328,000 | ||||||||||
BANYAN ACQUISITION CORPORATION | |||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||
Net (loss) income | $ (108,738) | $ 1,319,136 | $ 2,281,306 | $ 9,442,637 | $ (5,371,869) | $ 13,174,118 | $ (22,252) | $ 15,763,981 | |||||||||
Adjustments to reconcile net (loss) income to net cash used in operating activities: | |||||||||||||||||
Interest income on treasury securities held in Trust Account | (514,356) | (1,251,524) | (4,405,609) | (1,709,000) | (3,939,359) | ||||||||||||
Unrealized loss (gain) on short-term investments held in Trust Account | (44,693) | (47,960) | 62,494 | (9,732) | (57,498) | ||||||||||||
Change in fair value of warrant liability | (922,888) | (1,454,500) | 3,753,738 | (13,214,963) | (14,304,338) | ||||||||||||
Warrant issuance expense | 500,307 | 500,307 | |||||||||||||||
Changes in operating assets and liabilities: | |||||||||||||||||
Prepaid expenses | 163,700 | (350,032) | (268,921) | ||||||||||||||
Accrued expenses | 3,550,710 | 307,984 | 4,703 | (4,703) | |||||||||||||
Income tax payable | (679,972) | 783,546 | |||||||||||||||
Accounts payable | 163,823 | 129,595 | 8,187 | 244,891 | |||||||||||||
Accrued offering costs | (364,557) | 364,557 | (364,556) | ||||||||||||||
Accrued franchise tax | (163,901) | 149,589 | 8,187 | 185,303 | |||||||||||||
Net cash (used in) operating activities | (2,926,886) | (1,386,691) | 355,195 | (1,461,347) | |||||||||||||
Cash flows from investing activities: | |||||||||||||||||
Investment of cash in Trust Account | (246,330,000) | (246,330,000) | |||||||||||||||
Proceeds from sale of investments | 210,031,815 | ||||||||||||||||
Withdrawal from Trust Account for taxes | 2,214,547 | ||||||||||||||||
Net cash provided by (used in) investing activities | 212,246,362 | (246,330,000) | (246,330,000) | ||||||||||||||
Cash flows from financing activities: | |||||||||||||||||
Proceeds from issuance of Units in IPO, net of underwriting fee | 236,670,000 | 236,670,000 | |||||||||||||||
Proceeds from sale of private placement warrants | 11,910,000 | 11,910,000 | |||||||||||||||
Payment of Class A common stock redemptions | (210,031,815) | ||||||||||||||||
Payment of promissory note - related party | 289,425 | (289,425) | |||||||||||||||
Payment of promissory note - related party | (289,425) | ||||||||||||||||
Proceeds from promissory note - related party | 506,000 | ||||||||||||||||
Deferred offering costs | (42,391) | (615,563) | (42,392) | ||||||||||||||
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | ||||||||||||||||
Net cash provided by (used in) financing activities | (209,525,815) | 248,248,184 | (301,138) | 248,248,183 | |||||||||||||
Net change in cash and cash equivalents | 54,057 | 456,836 | |||||||||||||||
Net Change in Cash | (206,339) | 531,493 | |||||||||||||||
Cash and cash equivalents, beginning of period | $ 510,893 | $ 54,057 | 510,893 | 54,057 | 0 | 54,057 | |||||||||||
Cash and cash equivalents, end of period | $ 304,554 | $ 585,550 | 304,554 | 585,550 | 54,057 | 510,893 | |||||||||||
Non-Cash Investing and Financing Activities: | |||||||||||||||||
Initial fair value of Class A common stock subject to possible redemption | 219,353,777 | 219,353,777 | |||||||||||||||
Remeasurement of Class A common stock subject to possible redemption | 2,128,568 | 28,694,955 | 30,973,080 | ||||||||||||||
Deferred underwriter fee payable | 9,660,000 | 9,660,000 | |||||||||||||||
Initial measurement of warrant liability | $ 14,904,213 | $ 14,904,213 | |||||||||||||||
Reduction of Deferred Underwriter's Fee Payable | (6,037,500) | ||||||||||||||||
Excise tax liability | $ 2,100,318 | ||||||||||||||||
Deferred offering costs included in accrued offering costs | 364,557 | ||||||||||||||||
Prepaid expenses paid by Sponsor in exchange for issuance of Class B common stock | $ 25,000 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - Banyan 10K - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
BANYAN ACQUISITION CORPORATION | |||
Current Assets: | |||
Cash | $ 304,554 | $ 510,893 | $ 54,057 |
Prepaid expenses - current | 105,221 | 256,157 | |
Total current assets | 409,775 | 767,050 | 54,057 |
Noncurrent assets: | |||
Treasury securities held in trust account | 42,423,610 | 250,326,857 | |
Prepaid expenses - noncurrent | 12,764 | ||
Deferred offering costs associated with the initial public offering | 615,563 | ||
Total Noncurrent Assets | 42,423,610 | 250,339,621 | 615,563 |
Total assets | 42,833,385 | 251,106,671 | 669,620 |
Current liabilities: | |||
Accrued expenses | 3,550,710 | 4,703 | |
Income tax payable | 103,574 | 783,546 | |
Accrued sales and income taxes | 783,546 | ||
Accrued franchise tax expense | 29,589 | 193,490 | 8,187 |
Excise tax liability | 2,100,318 | ||
Outstanding balance of related party note | 289,425 | ||
Accounts payable | 408,714 | 244,891 | |
Accrued offering costs | 364,557 | ||
Total current liabilities | 6,698,905 | 1,221,927 | 666,872 |
Noncurrent liabilities: | |||
Warrant liability | 4,353,613 | 599,875 | |
Deferred underwriter's fee payable | 3,622,500 | 9,660,000 | |
Total Noncurrent Liabilities | 7,976,113 | 10,259,875 | |
Total liabilities | 14,675,018 | 11,481,802 | 666,872 |
Commitments and contingencies (Note 11) | |||
Stockholders' deficit: | |||
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; none issued and outstanding | 0 | 0 | 0 |
Additional paid-in capital | 24,275 | ||
Accumulated deficit | (14,265,968) | (10,702,713) | (22,252) |
Total stockholders' deficit | (14,265,243) | (10,701,988) | 2,748 |
Total liabilities, redeemable convertible preferred stock, and stockholders' deficit | 42,833,385 | 251,106,671 | 669,620 |
Class A common stock | BANYAN ACQUISITION CORPORATION | |||
Stockholders' deficit: | |||
Common stock | 200 | ||
Class A Common Stock Subject to Possible Redemption | BANYAN ACQUISITION CORPORATION | |||
Redeemable Class A Common Stock | |||
Class A common stock, $0.0001 par value; 240,000,000 shares authorized; 3,998,687 and 24,150,000 shares issued and outstanding subject to possible redemption as of September 30, 2023 and December 31, 2022, respectively | 42,423,610 | 250,326,857 | |
Class B common stock | BANYAN ACQUISITION CORPORATION | |||
Stockholders' deficit: | |||
Common stock | $ 525 | $ 725 | $ 725 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Oct. 15, 2023 | Sep. 30, 2023 | Jul. 23, 2023 | Apr. 30, 2023 | Apr. 21, 2023 | Dec. 31, 2022 | Oct. 09, 2022 | Jul. 17, 2022 | Apr. 24, 2022 | Dec. 31, 2021 | Apr. 25, 2021 | Apr. 26, 2020 |
Temporary equity, par value, (per share) | $ 0.01 | $ 0.01 | ||||||||||
Temporary equity, shares authorized (in shares) | 21,867,011 | 18,867,011 | ||||||||||
Class A common stock subject to possible redemption, issued (in shares) | 11,054,593 | 10,203,945 | ||||||||||
Class A common stock subject to possible redemption, outstanding (in shares) | 11,054,593 | 10,999,393 | 10,203,945 | 10,203,945 | 10,203,945 | 10,085,612 | 9,585,612 | 9,310,612 | ||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||
Common stock, shares authorized | 35,000,000 | 20,000,000 | ||||||||||
Common stock, shares issued | 6,178,962 | 6,178,962 | 6,167,254 | |||||||||
Common stock, shares outstanding | 6,178,962 | 6,178,962 | 6,167,254 | |||||||||
BANYAN ACQUISITION CORPORATION | ||||||||||||
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||
Preferred stock, shares issued | 0 | 0 | 0 | |||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||||||||
Class A common stock | BANYAN ACQUISITION CORPORATION | ||||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Common stock, shares authorized | 240,000,000 | 240,000,000 | 240,000,000 | |||||||||
Common stock, shares issued | 2,000,000 | 5,998,687 | 0 | 0 | ||||||||
Common stock, shares outstanding | 2,000,000 | 5,998,687 | 0 | 0 | ||||||||
Class A Common Stock Subject to Possible Redemption | ||||||||||||
Class A common stock subject to possible redemption, outstanding (in shares) | 3,998,687 | |||||||||||
Class A Common Stock Subject to Possible Redemption | BANYAN ACQUISITION CORPORATION | ||||||||||||
Temporary equity, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Temporary equity, shares authorized (in shares) | 240,000,000 | 240,000,000 | 240,000,000 | |||||||||
Class A common stock subject to possible redemption, issued (in shares) | 3,998,687 | 24,150,000 | 0 | |||||||||
Class A common stock subject to possible redemption, outstanding (in shares) | 3,998,687 | 24,150,000 | 0 | |||||||||
Class A Common Stock not Subject to Possible Redemption | BANYAN ACQUISITION CORPORATION | ||||||||||||
Common stock, shares issued | 2,000,000 | 0 | 0 | |||||||||
Common stock, shares outstanding | 2,000,000 | 0 | 0 | |||||||||
Class B common stock | BANYAN ACQUISITION CORPORATION | ||||||||||||
Class A common stock subject to possible redemption, outstanding (in shares) | 1,018,750 | |||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Common stock, shares authorized | 60,000,000 | 60,000,000 | 60,000,000 | |||||||||
Common stock, shares issued | 5,245,000 | 5,245,000 | 7,245,000 | 7,245,000 | ||||||||
Common stock, shares outstanding | 5,245,000 | 5,245,000 | 7,245,000 | 7,245,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | ||
BANYAN ACQUISITION CORPORATION | |||
Operating expenses: | |||
Warrant issuance expense | $ 500,307 | ||
Exchange listing fees | 160,721 | ||
Legal fees | 215,000 | ||
General, administrative, and other expenses | $ 22,252 | 877,640 | |
Total operating expenses | 22,252 | 1,753,668 | |
Operating loss | (22,252) | (1,753,668) | |
Other income (expenses): | |||
Change in fair value of warrant liability | 14,304,338 | ||
Interest income on treasury securities held in Trust Account | 3,939,359 | ||
Interest income | 3,939,359 | ||
Unrealized gain (loss) on treasury securities held in Trust Account | 57,498 | ||
Other income | 18,301,195 | ||
Income (loss) before income taxes | (22,252) | 16,547,527 | |
Provision for income taxes | (783,546) | ||
Net (loss) income | (22,252) | $ 15,763,981 | |
Class A common stock | BANYAN ACQUISITION CORPORATION | |||
Other income (expenses): | |||
Weighted average common shares outstanding, basic (in shares) | 22,604,795 | ||
Weighted average common shares outstanding, diluted (in shares) | 22,604,795 | ||
Earnings (loss) per share, basic (in dollars per share) | $ 0.53 | ||
Earnings (loss) per share, diluted (in dollars per share) | $ 0.53 | ||
Redeemable Class A common stock | BANYAN ACQUISITION CORPORATION | |||
Other income (expenses): | |||
Net (loss) income | $ 11,937,823 | ||
Weighted average common shares outstanding, basic (in shares) | 22,604,795 | ||
Weighted average common shares outstanding, diluted (in shares) | 22,604,795 | ||
Earnings (loss) per share, basic (in dollars per share) | $ 0.53 | ||
Earnings (loss) per share, diluted (in dollars per share) | $ 0.53 | ||
Non-Redeemable Class B common stock | BANYAN ACQUISITION CORPORATION | |||
Other income (expenses): | |||
Net (loss) income | $ (22,252) | $ 3,826,158 | |
Weighted average common shares outstanding, basic (in shares) | 6,300,000 | 7,245,000 | |
Weighted average common shares outstanding, diluted (in shares) | 6,300,000 | 7,245,000 | |
Earnings (loss) per share, basic (in dollars per share) | $ 0 | $ 0.53 | |
Earnings (loss) per share, diluted (in dollars per share) | $ 0 | $ 0.53 | |
Class B common stock | BANYAN ACQUISITION CORPORATION | |||
Other income (expenses): | |||
Weighted average common shares outstanding, basic (in shares) | [1] | 7,245,000 | |
Weighted average common shares outstanding, diluted (in shares) | [1] | 7,245,000 | |
Earnings (loss) per share, basic (in dollars per share) | $ 0.53 | ||
Earnings (loss) per share, diluted (in dollars per share) | $ 0.53 | ||
[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 December 31, 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. |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (Parenthetical) - shares | Sep. 26, 2023 | Jan. 19, 2022 | Nov. 30, 2021 | Jan. 19, 2021 | Dec. 31, 2021 |
Number of shares issued during the period | 5,000,000 | ||||
Class B common stock | BANYAN ACQUISITION CORPORATION | |||||
Number of shares issued during the period | 345,000 | 1,725,000 | 345,000 | ||
Class B common stock | Over-allotment option | BANYAN ACQUISITION CORPORATION | |||||
Shares subject to forfeiture | 1,125,000 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Total | BANYAN ACQUISITION CORPORATION | Initial Public Offering BANYAN ACQUISITION CORPORATION | Common | Additional Paid-In Capital | Additional Paid-In Capital BANYAN ACQUISITION CORPORATION | Additional Paid-In Capital Initial Public Offering BANYAN ACQUISITION CORPORATION | Accumulated Deficit | Accumulated Deficit BANYAN ACQUISITION CORPORATION | Accumulated Deficit Initial Public Offering BANYAN ACQUISITION CORPORATION | Class A common stock Common BANYAN ACQUISITION CORPORATION | Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption BANYAN ACQUISITION CORPORATION | Class A Common Stock Subject to Possible Redemption Initial Public Offering BANYAN ACQUISITION CORPORATION | Class A Common Stock Subject to Possible Redemption Common BANYAN ACQUISITION CORPORATION | Class A Common Stock Subject to Possible Redemption Common Initial Public Offering BANYAN ACQUISITION CORPORATION | Class A Common Stock Subject to Possible Redemption Additional Paid-In Capital Initial Public Offering BANYAN ACQUISITION CORPORATION | Class A Common Stock Subject to Possible Redemption Accumulated Deficit Initial Public Offering BANYAN ACQUISITION CORPORATION | Class B common stock Common BANYAN ACQUISITION CORPORATION | |
Beginning balance at Apr. 26, 2020 | $ 42,018,000 | |||||||||||||||||||
Beginning balance (in shares) at Apr. 26, 2020 | 9,310,612 | |||||||||||||||||||
Ending balance at Apr. 25, 2021 | $ 44,718,000 | |||||||||||||||||||
Ending balance (in shares) at Apr. 25, 2021 | 9,585,612 | |||||||||||||||||||
Beginning balance at Apr. 26, 2020 | $ (70,422,000) | $ 61,000 | $ 870,000 | $ (71,353,000) | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||||
Net (loss) income | (29,998,000) | (29,998,000) | ||||||||||||||||||
Ending balance at Apr. 25, 2021 | (99,975,000) | 61,000 | 1,315,000 | (101,351,000) | ||||||||||||||||
Beginning balance at Mar. 09, 2021 | $ 0 | |||||||||||||||||||
Beginning balance (in shares) at Mar. 09, 2021 | 0 | |||||||||||||||||||
Ending balance at Dec. 31, 2021 | $ 0 | |||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | 0 | ||||||||||||||||||
Beginning balance at Mar. 09, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||||||||
Beginning balance (in shares) at Mar. 09, 2021 | 0 | |||||||||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||||
Stock Issued During Period, Value, New Issues | [1] | 25,000 | 24,275 | $ 725 | ||||||||||||||||
Number of shares issued (in shares) | [1] | 7,245,000 | ||||||||||||||||||
Net (loss) income | (22,252) | (22,252) | ||||||||||||||||||
Ending balance at Dec. 31, 2021 | 2,748 | 24,275 | (22,252) | $ 0 | $ 725 | |||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | 7,245,000 | ||||||||||||||||||
Beginning balance at Apr. 25, 2021 | $ 44,718,000 | |||||||||||||||||||
Beginning balance (in shares) at Apr. 25, 2021 | 9,585,612 | |||||||||||||||||||
Ending balance at Apr. 24, 2022 | $ 52,218,000 | |||||||||||||||||||
Ending balance (in shares) at Apr. 24, 2022 | 10,085,612 | |||||||||||||||||||
Beginning balance at Apr. 25, 2021 | $ (99,975,000) | 61,000 | 1,315,000 | (101,351,000) | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||||
Conversion of Class B common stock to Class A common stock | 56,000 | $ 1,000 | 55,000 | |||||||||||||||||
Conversion of Class B common stock to Class A common stock (in shares) | 55,791 | |||||||||||||||||||
Net (loss) income | (9,917,000) | (9,917,000) | ||||||||||||||||||
Ending balance at Apr. 24, 2022 | (109,556,000) | $ 62,000 | 1,650,000 | (111,268,000) | ||||||||||||||||
Beginning balance at Dec. 31, 2021 | $ 0 | |||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 0 | ||||||||||||||||||
Increase (Decrease) in Temporary Equity | ||||||||||||||||||||
Issuance of shares | $ 219,353,777 | |||||||||||||||||||
Issuance of shares (in shares) | 24,150,000 | |||||||||||||||||||
Redemption of Class A common stock | $ (210,031,815) | |||||||||||||||||||
Redemption of Class A common stock (In shares) | (20,151,313) | |||||||||||||||||||
Change in redemption amount of preferred stock | $ 65,397 | $ 26,976,223 | ||||||||||||||||||
Ending balance at Mar. 31, 2022 | $ 246,395,397 | |||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 24,150,000 | |||||||||||||||||||
Beginning balance at Dec. 31, 2021 | 2,748 | 24,275 | (22,252) | $ 0 | $ 725 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||||
Remeasurement of Class A common stock to redemption value | (65,397) | $ (26,976,223) | $ (4,528,638) | (65,397) | $ (22,447,585) | $ 0 | 0 | |||||||||||||
Issuance of warrants | 4,504,363 | 4,504,363 | 0 | |||||||||||||||||
Net (loss) income | 9,442,637 | 9,442,637 | 0 | |||||||||||||||||
Ending balance at Mar. 31, 2022 | (13,091,872) | (13,092,597) | $ 725 | |||||||||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 7,245,000 | |||||||||||||||||||
Beginning balance at Dec. 31, 2021 | $ 0 | |||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 0 | ||||||||||||||||||
Ending balance at Sep. 30, 2022 | $ 248,048,732 | |||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 24,150,000 | |||||||||||||||||||
Beginning balance at Dec. 31, 2021 | 2,748 | 24,275 | (22,252) | $ 0 | $ 725 | |||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 7,245,000 | ||||||||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||||
Net (loss) income | 13,174,118 | $ 9,923,259 | ||||||||||||||||||
Ending balance at Sep. 30, 2022 | (11,013,726) | (11,014,451) | $ 725 | |||||||||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 7,245,000 | |||||||||||||||||||
Beginning balance at Dec. 31, 2021 | $ 0 | |||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 0 | ||||||||||||||||||
Increase (Decrease) in Temporary Equity | ||||||||||||||||||||
Issuance of shares | $ 219,353,777 | |||||||||||||||||||
Issuance of shares (in shares) | 24,150,000 | |||||||||||||||||||
Change in redemption amount of preferred stock | $ 3,996,857 | $ 26,976,223 | ||||||||||||||||||
Ending balance at Dec. 31, 2022 | $ 250,326,857 | $ 250,326,857 | ||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 24,150,000 | 24,150,000 | ||||||||||||||||||
Beginning balance at Dec. 31, 2021 | 2,748 | 24,275 | (22,252) | $ 0 | $ 725 | |||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 7,245,000 | ||||||||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||||
Remeasurement of Class A common stock to redemption value | 3,996,857 | 3,996,857 | $ 26,976,223 | $ 4,528,638 | $ 22,447,585 | |||||||||||||||
Issuance of warrants | 4,504,363 | 4,504,363 | ||||||||||||||||||
Net (loss) income | 15,763,981 | 15,763,981 | $ 11,937,823 | |||||||||||||||||
Ending balance at Dec. 31, 2022 | (10,701,988) | (10,702,713) | $ 725 | |||||||||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 7,245,000 | |||||||||||||||||||
Beginning balance at Mar. 31, 2022 | $ 246,395,397 | |||||||||||||||||||
Beginning balance (in shares) at Mar. 31, 2022 | 24,150,000 | |||||||||||||||||||
Increase (Decrease) in Temporary Equity | ||||||||||||||||||||
Change in redemption amount of preferred stock | $ 353,852 | |||||||||||||||||||
Ending balance at Jun. 30, 2022 | $ 246,749,249 | |||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 24,150,000 | |||||||||||||||||||
Beginning balance at Mar. 31, 2022 | (13,091,872) | (13,092,597) | $ 725 | |||||||||||||||||
Beginning balance (in shares) at Mar. 31, 2022 | 7,245,000 | |||||||||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||||
Remeasurement of Class A common stock to redemption value | (353,852) | (353,852) | $ 0 | |||||||||||||||||
Net (loss) income | 1,450,175 | 1,450,175 | ||||||||||||||||||
Ending balance at Jun. 30, 2022 | (11,995,549) | (11,996,274) | $ 725 | |||||||||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 7,245,000 | |||||||||||||||||||
Beginning balance at Apr. 24, 2022 | $ 52,218,000 | |||||||||||||||||||
Beginning balance (in shares) at Apr. 24, 2022 | 10,085,612 | |||||||||||||||||||
Ending balance at Jul. 17, 2022 | $ 53,468,000 | |||||||||||||||||||
Ending balance (in shares) at Jul. 17, 2022 | 10,203,945 | |||||||||||||||||||
Beginning balance at Apr. 24, 2022 | $ (109,556,000) | 62,000 | 1,650,000 | (111,268,000) | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||||
Net (loss) income | 5,035,000 | 5,035,000 | ||||||||||||||||||
Ending balance at Jul. 17, 2022 | (104,463,000) | 62,000 | 1,708,000 | (106,233,000) | ||||||||||||||||
Beginning balance at Apr. 24, 2022 | $ 52,218,000 | |||||||||||||||||||
Beginning balance (in shares) at Apr. 24, 2022 | 10,085,612 | |||||||||||||||||||
Ending balance at Oct. 09, 2022 | $ 53,468,000 | |||||||||||||||||||
Ending balance (in shares) at Oct. 09, 2022 | 10,203,945 | |||||||||||||||||||
Beginning balance at Apr. 24, 2022 | $ (109,556,000) | 62,000 | 1,650,000 | (111,268,000) | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||||
Net (loss) income | 1,645,000 | |||||||||||||||||||
Ending balance at Oct. 09, 2022 | (107,785,000) | 62,000 | 1,777,000 | (109,623,000) | ||||||||||||||||
Beginning balance at Apr. 24, 2022 | $ 52,218,000 | |||||||||||||||||||
Beginning balance (in shares) at Apr. 24, 2022 | 10,085,612 | |||||||||||||||||||
Ending balance at Apr. 30, 2023 | $ 53,468,000 | |||||||||||||||||||
Ending balance (in shares) at Apr. 30, 2023 | 10,203,945 | |||||||||||||||||||
Beginning balance at Apr. 24, 2022 | $ (109,556,000) | 62,000 | 1,650,000 | (111,268,000) | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||||
Issuance of warrants | 1,722,000 | 1,722,000 | ||||||||||||||||||
Net (loss) income | (7,525,000) | (7,525,000) | ||||||||||||||||||
Ending balance at Apr. 30, 2023 | (114,998,000) | 62,000 | 3,733,000 | (118,793,000) | ||||||||||||||||
Beginning balance at Jun. 30, 2022 | $ 246,749,249 | |||||||||||||||||||
Beginning balance (in shares) at Jun. 30, 2022 | 24,150,000 | |||||||||||||||||||
Increase (Decrease) in Temporary Equity | ||||||||||||||||||||
Change in redemption amount of preferred stock | $ 1,299,483 | |||||||||||||||||||
Ending balance at Sep. 30, 2022 | $ 248,048,732 | |||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 24,150,000 | |||||||||||||||||||
Beginning balance at Jun. 30, 2022 | (11,995,549) | (11,996,274) | $ 725 | |||||||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||||
Remeasurement of Class A common stock to redemption value | (1,299,483) | (1,299,483) | $ 0 | |||||||||||||||||
Net (loss) income | 2,281,306 | 2,281,306 | 1,754,851 | 0 | ||||||||||||||||
Ending balance at Sep. 30, 2022 | (11,013,726) | (11,014,451) | $ 725 | |||||||||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 7,245,000 | |||||||||||||||||||
Beginning balance at Jul. 17, 2022 | $ 53,468,000 | |||||||||||||||||||
Beginning balance (in shares) at Jul. 17, 2022 | 10,203,945 | |||||||||||||||||||
Ending balance at Oct. 09, 2022 | $ 53,468,000 | |||||||||||||||||||
Ending balance (in shares) at Oct. 09, 2022 | 10,203,945 | |||||||||||||||||||
Beginning balance at Jul. 17, 2022 | $ (104,463,000) | 62,000 | 1,708,000 | (106,233,000) | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||||
Issuance of warrants | 10,000 | 10,000 | ||||||||||||||||||
Net (loss) income | (3,390,000) | (3,390,000) | ||||||||||||||||||
Ending balance at Oct. 09, 2022 | (107,785,000) | 62,000 | 1,777,000 | (109,623,000) | ||||||||||||||||
Beginning balance at Dec. 31, 2022 | $ 250,326,857 | $ 250,326,857 | ||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 24,150,000 | 24,150,000 | ||||||||||||||||||
Increase (Decrease) in Temporary Equity | ||||||||||||||||||||
Change in redemption amount of preferred stock | $ 813,105 | |||||||||||||||||||
Ending balance at Mar. 31, 2023 | $ 251,139,962 | $ 251,139,962 | ||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2023 | 24,150,000 | |||||||||||||||||||
Beginning balance at Dec. 31, 2022 | (10,701,988) | (10,702,713) | $ 725 | |||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 7,245,000 | |||||||||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||||
Remeasurement of Class A common stock to redemption value | (813,105) | (813,105) | ||||||||||||||||||
Net (loss) income | 1,319,136 | 1,319,136 | ||||||||||||||||||
Ending balance at Mar. 31, 2023 | (10,195,957) | (10,196,682) | $ 725 | |||||||||||||||||
Ending balance (in shares) at Mar. 31, 2023 | 7,245,000 | |||||||||||||||||||
Beginning balance at Dec. 31, 2022 | $ 250,326,857 | $ 250,326,857 | ||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 24,150,000 | 24,150,000 | ||||||||||||||||||
Increase (Decrease) in Temporary Equity | ||||||||||||||||||||
Redemption of Class A common stock | $ (210,031,815) | |||||||||||||||||||
Ending balance at Sep. 30, 2023 | $ 42,423,610 | $ 42,423,610 | ||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2023 | 3,998,687 | 3,998,687 | 3,998,687 | |||||||||||||||||
Beginning balance at Dec. 31, 2022 | (10,701,988) | (10,702,713) | $ 725 | |||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 7,245,000 | |||||||||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||||
Net (loss) income | (5,371,869) | $ (3,369,552) | ||||||||||||||||||
Ending balance at Sep. 30, 2023 | (14,265,243) | (14,265,968) | $ 200 | $ 525 | ||||||||||||||||
Ending balance (in shares) at Sep. 30, 2023 | 2,000,000 | 5,245,000 | ||||||||||||||||||
Beginning balance at Mar. 31, 2023 | 251,139,962 | $ 251,139,962 | ||||||||||||||||||
Beginning balance (in shares) at Mar. 31, 2023 | 24,150,000 | |||||||||||||||||||
Increase (Decrease) in Temporary Equity | ||||||||||||||||||||
Redemption of Class A common stock | (210,031,815) | |||||||||||||||||||
Change in redemption amount of preferred stock | $ 1,082,415 | |||||||||||||||||||
Ending balance at Jun. 30, 2023 | 42,190,562 | $ 42,190,562 | ||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2023 | 3,998,687 | |||||||||||||||||||
Beginning balance at Mar. 31, 2023 | (10,195,957) | (10,196,682) | $ 725 | |||||||||||||||||
Beginning balance (in shares) at Mar. 31, 2023 | 7,245,000 | |||||||||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||||
Conversion of Class B common stock to Class A common stock | $ 200 | $ (200) | ||||||||||||||||||
Conversion of Class B common stock to Class A common stock (in shares) | 2,000,000 | (2,000,000) | ||||||||||||||||||
Excise tax | (2,100,318) | (2,100,318) | ||||||||||||||||||
Remeasurement of Class A common stock to redemption value | (1,082,415) | (1,082,415) | ||||||||||||||||||
Sponsor capital contribution for non-redemption agreements | 844,916 | 892,911 | ||||||||||||||||||
Non-redemption agreements | (844,916) | $ (892,911) | ||||||||||||||||||
Reduction of Deferred Underwriter Fee Payable | 6,037,500 | 6,037,500 | ||||||||||||||||||
Net (loss) income | (6,582,267) | (6,582,267) | ||||||||||||||||||
Ending balance at Jun. 30, 2023 | (13,923,457) | (13,924,182) | $ 200 | $ 525 | ||||||||||||||||
Ending balance (in shares) at Jun. 30, 2023 | 2,000,000 | 5,245,000 | ||||||||||||||||||
Beginning balance at Apr. 30, 2023 | $ 53,468,000 | |||||||||||||||||||
Beginning balance (in shares) at Apr. 30, 2023 | 10,203,945 | |||||||||||||||||||
Increase (Decrease) in Temporary Equity | ||||||||||||||||||||
Change in redemption amount of preferred stock | $ 1,423,000 | |||||||||||||||||||
Ending balance at Jul. 23, 2023 | $ 73,488,000 | |||||||||||||||||||
Ending balance (in shares) at Jul. 23, 2023 | 10,999,393 | |||||||||||||||||||
Beginning balance at Apr. 30, 2023 | $ (114,998,000) | 62,000 | 3,733,000 | (118,793,000) | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||||
Net (loss) income | (3,046,000) | (3,046,000) | ||||||||||||||||||
Ending balance at Jul. 23, 2023 | (119,460,000) | 62,000 | 2,317,000 | (121,839,000) | ||||||||||||||||
Beginning balance at Apr. 30, 2023 | $ 53,468,000 | |||||||||||||||||||
Beginning balance (in shares) at Apr. 30, 2023 | 10,203,945 | |||||||||||||||||||
Ending balance at Oct. 15, 2023 | $ 75,262,000 | |||||||||||||||||||
Ending balance (in shares) at Oct. 15, 2023 | 11,054,593 | |||||||||||||||||||
Beginning balance at Apr. 30, 2023 | $ (114,998,000) | 62,000 | 3,733,000 | (118,793,000) | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||||
Net (loss) income | (10,329,000) | |||||||||||||||||||
Ending balance at Oct. 15, 2023 | (128,578,000) | 62,000 | 482,000 | (129,122,000) | ||||||||||||||||
Beginning balance at Jun. 30, 2023 | 42,190,562 | $ 42,190,562 | ||||||||||||||||||
Beginning balance (in shares) at Jun. 30, 2023 | 3,998,687 | |||||||||||||||||||
Increase (Decrease) in Temporary Equity | ||||||||||||||||||||
Change in redemption amount of preferred stock | $ 233,048 | |||||||||||||||||||
Ending balance at Sep. 30, 2023 | $ 42,423,610 | $ 42,423,610 | ||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2023 | 3,998,687 | 3,998,687 | 3,998,687 | |||||||||||||||||
Beginning balance at Jun. 30, 2023 | (13,923,457) | (13,924,182) | $ 200 | $ 525 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||||
Remeasurement of Class A common stock to redemption value | (233,048) | (233,048) | ||||||||||||||||||
Net (loss) income | (108,738) | (108,738) | $ (38,672) | |||||||||||||||||
Ending balance at Sep. 30, 2023 | $ (14,265,243) | $ (14,265,968) | $ 200 | $ 525 | ||||||||||||||||
Ending balance (in shares) at Sep. 30, 2023 | 2,000,000 | 5,245,000 | ||||||||||||||||||
Beginning balance at Jul. 23, 2023 | $ 73,488,000 | |||||||||||||||||||
Beginning balance (in shares) at Jul. 23, 2023 | 10,999,393 | |||||||||||||||||||
Ending balance at Oct. 15, 2023 | $ 75,262,000 | |||||||||||||||||||
Ending balance (in shares) at Oct. 15, 2023 | 11,054,593 | |||||||||||||||||||
Beginning balance at Jul. 23, 2023 | $ (119,460,000) | 62,000 | 2,317,000 | (121,839,000) | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||||
Issuance of warrants | 173,000 | 173,000 | ||||||||||||||||||
Net (loss) income | (7,283,000) | (7,283,000) | ||||||||||||||||||
Ending balance at Oct. 15, 2023 | $ (128,578,000) | $ 62,000 | $ 482,000 | $ (129,122,000) | ||||||||||||||||
[1] Includes 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 underwriters. 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. |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (Parenthetical) - shares | Sep. 26, 2023 | Jan. 19, 2022 | Nov. 30, 2021 | Jan. 19, 2021 | Dec. 31, 2021 |
Number of shares issued during the period | 5,000,000 | ||||
Class B common stock | BANYAN ACQUISITION CORPORATION | |||||
Number of shares issued during the period | 345,000 | 1,725,000 | 345,000 | ||
Class B common stock | Over-allotment option | BANYAN ACQUISITION CORPORATION | |||||
Shares subject to forfeiture | 1,125,000 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | |||||||||||
Oct. 15, 2023 | Sep. 30, 2023 | Jul. 23, 2023 | Mar. 31, 2023 | Oct. 09, 2022 | Sep. 30, 2022 | Jul. 17, 2022 | Mar. 31, 2022 | Oct. 15, 2023 | Oct. 09, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Apr. 30, 2023 | Dec. 31, 2022 | Apr. 24, 2022 | Apr. 25, 2021 | |
Cash flows from operating activities: | |||||||||||||||||
Net (loss) income | $ (7,283,000) | $ (3,046,000) | $ (3,390,000) | $ 5,035,000 | $ (10,329,000) | $ 1,645,000 | $ (7,525,000) | $ (9,917,000) | $ (29,998,000) | ||||||||
Changes in operating assets and liabilities: | |||||||||||||||||
Net cash (used in) operating activities | (15,924,000) | (997,000) | (12,040,000) | (5,586,000) | (8,185,000) | ||||||||||||
Cash flows from investing activities: | |||||||||||||||||
Net cash provided by (used in) investing activities | (9,793,000) | (3,539,000) | (12,987,000) | (1,898,000) | (644,000) | ||||||||||||
Cash flows from financing activities: | |||||||||||||||||
Proceeds from sale of private placement warrants | 3,758,000 | 56,000 | 0 | ||||||||||||||
Net cash provided by (used in) financing activities | 25,272,000 | (893,000) | 24,556,000 | 11,063,000 | 5,791,000 | ||||||||||||
Net change in cash and cash equivalents | (445,000) | (5,429,000) | (471,000) | 3,579,000 | (3,038,000) | ||||||||||||
Cash and cash equivalents, beginning of period | $ 8,436,000 | $ 8,907,000 | 8,436,000 | 8,907,000 | 8,907,000 | 5,328,000 | 8,366,000 | ||||||||||
Cash and cash equivalents, end of period | $ 7,991,000 | $ 3,478,000 | $ 7,991,000 | $ 3,478,000 | $ 8,436,000 | $ 8,907,000 | $ 5,328,000 | ||||||||||
BANYAN ACQUISITION CORPORATION | |||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||
Net (loss) income | $ (108,738) | $ 1,319,136 | $ 2,281,306 | $ 9,442,637 | $ (5,371,869) | $ 13,174,118 | $ (22,252) | $ 15,763,981 | |||||||||
Adjustments to reconcile net (loss) income to net cash used in operating activities: | |||||||||||||||||
Interest income on treasury securities held in Trust Account | (514,356) | (1,251,524) | (4,405,609) | (1,709,000) | (3,939,359) | ||||||||||||
Unrealized loss (gain) on short-term investments held in Trust Account | (44,693) | (47,960) | 62,494 | (9,732) | (57,498) | ||||||||||||
Change in fair value of warrant liability | (922,888) | (1,454,500) | 3,753,738 | (13,214,963) | (14,304,338) | ||||||||||||
Warrant issuance expense | 500,307 | 500,307 | |||||||||||||||
Changes in operating assets and liabilities: | |||||||||||||||||
Prepaid expenses | 163,700 | (350,032) | (268,921) | ||||||||||||||
Accrued expenses | 3,550,710 | 307,984 | 4,703 | (4,703) | |||||||||||||
Income tax payable | (679,972) | 783,546 | |||||||||||||||
Accounts payable | 163,823 | 129,595 | 8,187 | 244,891 | |||||||||||||
Accrued offering costs | (364,557) | 364,557 | (364,556) | ||||||||||||||
Accrued franchise tax | (163,901) | 149,589 | 8,187 | 185,303 | |||||||||||||
Net cash (used in) operating activities | (2,926,886) | (1,386,691) | 355,195 | (1,461,347) | |||||||||||||
Cash flows from investing activities: | |||||||||||||||||
Investment of cash in Trust Account | (246,330,000) | (246,330,000) | |||||||||||||||
Proceeds from sale of investments | 210,031,815 | ||||||||||||||||
Withdrawal from Trust Account for taxes | 2,214,547 | ||||||||||||||||
Net cash provided by (used in) investing activities | 212,246,362 | (246,330,000) | (246,330,000) | ||||||||||||||
Cash flows from financing activities: | |||||||||||||||||
Proceeds from issuance of Units in IPO, net of underwriting fee | 236,670,000 | 236,670,000 | |||||||||||||||
Proceeds from sale of private placement warrants | 11,910,000 | 11,910,000 | |||||||||||||||
Payment of Class A common stock redemptions | (210,031,815) | ||||||||||||||||
Payment of promissory note - related party | 289,425 | (289,425) | |||||||||||||||
Payment of promissory note - related party | (289,425) | ||||||||||||||||
Proceeds from promissory note - related party | 506,000 | ||||||||||||||||
Deferred offering costs | (42,391) | (615,563) | (42,392) | ||||||||||||||
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | ||||||||||||||||
Net cash provided by (used in) financing activities | (209,525,815) | 248,248,184 | (301,138) | 248,248,183 | |||||||||||||
Net change in cash and cash equivalents | 54,057 | 456,836 | |||||||||||||||
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Period Increase (Decrease), Excluding Exchange Rate Effect | (206,339) | 531,493 | |||||||||||||||
Cash and cash equivalents, beginning of period | $ 510,893 | $ 54,057 | 510,893 | 54,057 | 0 | 54,057 | |||||||||||
Cash and cash equivalents, end of period | $ 304,554 | $ 585,550 | 304,554 | 585,550 | 54,057 | 510,893 | |||||||||||
Non-Cash Investing and Financing Activities: | |||||||||||||||||
Initial fair value of Class A common stock subject to possible redemption | 219,353,777 | 219,353,777 | |||||||||||||||
Remeasurement of Class A common stock subject to possible redemption | 2,128,568 | 28,694,955 | 30,973,080 | ||||||||||||||
Deferred underwriter fee payable | 9,660,000 | 9,660,000 | |||||||||||||||
Initial measurement of warrant liability | $ 14,904,213 | $ 14,904,213 | |||||||||||||||
Reduction of Deferred Underwriter's Fee Payable | (6,037,500) | ||||||||||||||||
Excise tax liability | $ 2,100,318 | ||||||||||||||||
Deferred offering costs included in accrued offering costs | 364,557 | ||||||||||||||||
Prepaid expenses paid by Sponsor in exchange for issuance of Class B common stock | $ 25,000 |
Condensed Consolidated Balanc_3
Condensed Consolidated Balance Sheets - 10Q - USD ($) $ in Thousands | Oct. 15, 2023 | Jul. 23, 2023 | Apr. 30, 2023 | Oct. 09, 2022 | Jul. 17, 2022 | Apr. 24, 2022 | Apr. 25, 2021 | Apr. 26, 2020 |
Current Assets: | ||||||||
Cash and cash equivalents | $ 7,991 | $ 8,436 | $ 8,907 | |||||
Accounts receivable | 1,121 | 1,310 | 879 | |||||
Inventories | 830 | 802 | 703 | |||||
Prepaid expenses and other current assets | 662 | 577 | 327 | |||||
Total current assets | 10,604 | 11,125 | 10,816 | |||||
Property and equipment, net | 69,734 | 62,842 | 50,380 | |||||
Operating lease right-of-use assets | 49,185 | 55,604 | 53,276 | |||||
Other long-term assets | 11,780 | 1,356 | 0 | |||||
Total assets | 141,303 | 130,927 | 114,472 | |||||
Current Liabilities: | ||||||||
Current portion of long-term notes payable | 2,243 | 1,044 | 10,126 | |||||
Accrued occupancy costs | 5,556 | 14,940 | 15,244 | |||||
Other accrued liabilities | 10,227 | 8,613 | 7,519 | |||||
Current portion of operating lease liabilities | 10,824 | 10,727 | 8,898 | |||||
Total current liabilities | 61,035 | 61,978 | 67,127 | |||||
Long-term notes payable | 41,959 | 36,211 | 13,820 | |||||
Long-term accrued occupancy costs | 699 | 2,020 | 5,311 | |||||
Operating lease liabilities | 89,888 | 91,398 | 85,552 | |||||
Other long-term liabilities | 1,038 | 850 | 0 | |||||
Total liabilities | 194,619 | 192,457 | 171,810 | |||||
Commitments and contingencies (Note 11) | ||||||||
Redeemable convertible preferred stock (Note 7) | 75,262 | $ 73,488 | 53,468 | $ 53,468 | $ 53,468 | 52,218 | $ 44,718 | $ 42,018 |
Stockholders' deficit: | ||||||||
Common stock | 62 | 62 | 62 | |||||
Additional paid-in capital | 482 | 3,733 | 1,650 | |||||
Accumulated deficit | (129,122) | (118,793) | (111,268) | |||||
Total stockholders' deficit | (128,578) | $ (119,460) | (114,998) | $ (107,785) | $ (104,463) | (109,556) | $ (99,975) | $ (70,422) |
Total liabilities, redeemable convertible preferred stock, and stockholders' deficit | 141,303 | 130,927 | 114,472 | |||||
Nonrelated Party | ||||||||
Current Liabilities: | ||||||||
Accounts payable | 24,027 | 19,305 | 16,932 | |||||
Related Party | ||||||||
Current Liabilities: | ||||||||
Accounts payable | $ 8,158 | $ 7,349 | $ 7,258 |
Condensed Consolidated Balanc_4
Condensed Consolidated Balance Sheets - 10Q (Parenthetical) - $ / shares | Oct. 15, 2023 | Apr. 30, 2023 | Apr. 24, 2022 | Apr. 26, 2020 |
Statement of Financial Position [Abstract] | ||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 35,000,000 | 20,000,000 | ||
Common stock, shares issued (in shares) | 6,178,962 | 6,178,962 | 6,167,254 | |
Common stock, shares outstanding (in shares) | 6,178,962 | 6,178,962 | 6,167,254 |
Unaudited Condensed Consolida_6
Unaudited Condensed Consolidated Statements of Operations - 10Q - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 6 Months Ended | |
Oct. 15, 2023 | Oct. 09, 2022 | Oct. 15, 2023 | Oct. 09, 2022 | |
Total revenue | $ 24,623 | $ 23,944 | $ 50,364 | $ 48,925 |
Cost of food and beverage | 4,278 | 4,198 | 8,715 | 8,627 |
Store labor and benefits | 9,337 | 9,052 | 18,634 | 18,066 |
Store occupancy costs, excluding depreciation | 4,583 | 4,217 | 5,590 | 8,246 |
Other store operating expenses, excluding depreciation | 5,134 | 3,864 | 9,556 | 8,178 |
General and administrative expenses | 3,774 | 3,312 | 7,302 | 7,311 |
Depreciation expense | 1,697 | 1,861 | 3,341 | 3,714 |
Pre-opening expenses | 3,026 | 459 | 5,304 | 985 |
Operating loss | (7,206) | (3,019) | (8,078) | (6,202) |
Interest expense | (1,908) | (265) | (3,601) | (457) |
Gain on change in fair value of warrant liability | 1,759 | 0 | 1,350 | 0 |
Gain (loss) on debt extinguishment (Note 4) | 0 | (10) | 0 | 8,448 |
Income (loss) before income taxes | (7,355) | (3,294) | (10,329) | 1,789 |
Income tax expense | (72) | 96 | 0 | 144 |
Net (loss) income | (7,283) | (3,390) | (10,329) | 1,645 |
Less: Cumulative unpaid dividends and change h redemption amount of preferred stock | (394) | 0 | (1,951) | 0 |
Net loss on which diluted earnings per share is calculated | (7,677) | (3,390) | (12,280) | 1,645 |
Net loss on which basic earnings per share is calculated | $ (7,677) | $ (3,390) | $ (12,280) | $ 1,645 |
Earnings (loss) per share, basic (in dollars per share) | $ (1.17) | $ (0.55) | $ (1.87) | $ 0.27 |
Earnings (loss) per share, diluted (in dollars per share) | $ (1.17) | $ (0.55) | $ (1.87) | $ 0.10 |
Weighted average common shares outstanding, basic (in shares) | 6,535,000 | 6,168,000 | 6,550,000 | 6,168,000 |
Weighted average common shares outstanding, diluted (in shares) | 6,535,000 | 6,168,000 | 6,550,000 | 16,992,000 |
Food and beverage revenues | ||||
Total revenue | $ 19,435 | $ 18,998 | $ 39,952 | $ 39,398 |
Recreation revenues | ||||
Total revenue | $ 5,188 | $ 4,946 | $ 10,412 | $ 9,527 |
Unaudited Condensed Consolida_7
Unaudited Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit - 10Q - USD ($) $ in Thousands | Total | Series 1 Preferred Stock | Series G Preferred Stock | Series H Preferred Stock | Common | Additional Paid-In Capital | Accumulated Deficit |
Beginning balance at Apr. 26, 2020 | $ 42,018 | ||||||
Beginning balance (in shares) at Apr. 26, 2020 | 9,310,612 | ||||||
Increase (Decrease) in Temporary Equity | |||||||
Issuance of shares (in shares) | 250,000 | ||||||
Issuance of shares | $ 2,500 | ||||||
Ending balance (in shares) at Apr. 25, 2021 | 9,585,612 | ||||||
Ending balance at Apr. 25, 2021 | $ 44,718 | ||||||
Shares, beginning balance (in shares) at Apr. 26, 2020 | 6,055,400 | ||||||
Beginning balance at Apr. 26, 2020 | (70,422) | $ 61 | $ 870 | $ (71,353) | |||
Increase (Decrease) in Stockholders' Equity | |||||||
Net (loss) income | $ (29,998) | (29,998) | |||||
Exercised (in shares) | 77,000,000 | 49,063 | |||||
Exercise of stock options | $ 80 | 80 | |||||
Stock based compensation | 365 | 365 | |||||
Shares, ending balance (in shares) at Apr. 25, 2021 | 6,104,463 | ||||||
Ending balance at Apr. 25, 2021 | $ (99,975) | $ 61 | 1,315 | (101,351) | |||
Increase (Decrease) in Temporary Equity | |||||||
Issuance of shares (in shares) | 500,000 | ||||||
Issuance of shares | $ 7,500 | ||||||
Ending balance (in shares) at Apr. 24, 2022 | 10,085,612 | ||||||
Ending balance at Apr. 24, 2022 | $ 52,218 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||
Net (loss) income | $ (9,917) | (9,917) | |||||
Exercised (in shares) | 10,000,000 | 7,000 | |||||
Exercise of stock options | $ 0 | 0 | |||||
Stock based compensation | $ 280 | 280 | |||||
Shares, ending balance (in shares) at Apr. 24, 2022 | 6,167,254 | 6,167,254 | |||||
Ending balance at Apr. 24, 2022 | $ (109,556) | $ 62 | 1,650 | (111,268) | |||
Increase (Decrease) in Temporary Equity | |||||||
Issuance of shares (in shares) | 105,000 | 13,333 | |||||
Issuance of shares | $ 1,050 | $ 200 | |||||
Ending balance (in shares) at Jul. 17, 2022 | 10,203,945 | ||||||
Ending balance at Jul. 17, 2022 | $ 53,468 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||
Net (loss) income | 5,035 | 5,035 | |||||
Exercised (in shares) | 1,000 | ||||||
Exercise of stock options | 6 | 6 | |||||
Stock based compensation | 52 | 52 | |||||
Shares, ending balance (in shares) at Jul. 17, 2022 | 6,168,254 | ||||||
Ending balance at Jul. 17, 2022 | (104,463) | $ 62 | 1,708 | (106,233) | |||
Beginning balance at Apr. 24, 2022 | $ 52,218 | ||||||
Beginning balance (in shares) at Apr. 24, 2022 | 10,085,612 | ||||||
Ending balance (in shares) at Oct. 09, 2022 | 10,203,945 | ||||||
Ending balance at Oct. 09, 2022 | $ 53,468 | ||||||
Shares, beginning balance (in shares) at Apr. 24, 2022 | 6,167,254 | 6,167,254 | |||||
Beginning balance at Apr. 24, 2022 | $ (109,556) | $ 62 | 1,650 | (111,268) | |||
Increase (Decrease) in Stockholders' Equity | |||||||
Net (loss) income | 1,645 | ||||||
Cumulative unpaid dividends on preferred stock | 0 | ||||||
Change in redemption amount of preferred stock | 0 | ||||||
Shares, ending balance (in shares) at Oct. 09, 2022 | 6,168,254 | ||||||
Ending balance at Oct. 09, 2022 | (107,785) | $ 62 | 1,777 | (109,623) | |||
Beginning balance at Apr. 24, 2022 | $ 52,218 | ||||||
Beginning balance (in shares) at Apr. 24, 2022 | 10,085,612 | ||||||
Increase (Decrease) in Temporary Equity | |||||||
Issuance of shares (in shares) | 105,000 | 13,333 | |||||
Issuance of shares | $ 1,050 | $ 200 | |||||
Ending balance (in shares) at Apr. 30, 2023 | 10,203,945 | 355,000 | 513,333 | ||||
Ending balance at Apr. 30, 2023 | $ 53,468 | $ 3,550 | $ 7,700 | ||||
Shares, beginning balance (in shares) at Apr. 24, 2022 | 6,167,254 | 6,167,254 | |||||
Beginning balance at Apr. 24, 2022 | $ (109,556) | $ 62 | 1,650 | (111,268) | |||
Increase (Decrease) in Stockholders' Equity | |||||||
Net (loss) income | $ (7,525) | (7,525) | |||||
Exercised (in shares) | 11,708,000 | 11,708 | |||||
Exercise of stock options | $ 66 | 66 | |||||
Issuance of warrants | 1,722 | 1,722 | |||||
Stock based compensation | $ 295 | 295 | |||||
Shares, ending balance (in shares) at Apr. 30, 2023 | 6,178,962 | 6,178,962 | |||||
Ending balance at Apr. 30, 2023 | $ (114,998) | $ 62 | 3,733 | (118,793) | |||
Beginning balance at Jul. 17, 2022 | $ 53,468 | ||||||
Beginning balance (in shares) at Jul. 17, 2022 | 10,203,945 | ||||||
Ending balance (in shares) at Oct. 09, 2022 | 10,203,945 | ||||||
Ending balance at Oct. 09, 2022 | $ 53,468 | ||||||
Shares, beginning balance (in shares) at Jul. 17, 2022 | 6,168,254 | ||||||
Beginning balance at Jul. 17, 2022 | (104,463) | $ 62 | 1,708 | (106,233) | |||
Increase (Decrease) in Stockholders' Equity | |||||||
Net (loss) income | (3,390) | (3,390) | |||||
Issuance of warrants | 10 | 10 | |||||
Stock based compensation | 59 | 59 | |||||
Shares, ending balance (in shares) at Oct. 09, 2022 | 6,168,254 | ||||||
Ending balance at Oct. 09, 2022 | (107,785) | $ 62 | 1,777 | (109,623) | |||
Beginning balance at Apr. 30, 2023 | $ 53,468 | $ 3,550 | $ 7,700 | ||||
Beginning balance (in shares) at Apr. 30, 2023 | 10,203,945 | 355,000 | 513,333 | ||||
Increase (Decrease) in Temporary Equity | |||||||
Issuance of shares (in shares) | 795,448 | ||||||
Issuance of shares | $ 18,463 | ||||||
Cumulative unpaid dividends on preferred stock | $ 134 | ||||||
Change in redemption amount of preferred stock | $ 1,423 | ||||||
Ending balance (in shares) at Jul. 23, 2023 | 10,999,393 | ||||||
Ending balance at Jul. 23, 2023 | $ 73,488 | ||||||
Shares, beginning balance (in shares) at Apr. 30, 2023 | 6,178,962 | 6,178,962 | |||||
Beginning balance at Apr. 30, 2023 | $ (114,998) | $ 62 | 3,733 | (118,793) | |||
Increase (Decrease) in Stockholders' Equity | |||||||
Net (loss) income | (3,046) | (3,046) | |||||
Cumulative unpaid dividends on preferred stock | (134) | (134) | |||||
Change in redemption amount of preferred stock | (1,423) | (1,423) | |||||
Stock based compensation | 141 | 141 | |||||
Shares, ending balance (in shares) at Jul. 23, 2023 | 6,178,962 | ||||||
Ending balance at Jul. 23, 2023 | (119,460) | $ 62 | 2,317 | (121,839) | |||
Beginning balance at Apr. 30, 2023 | $ 53,468 | $ 3,550 | $ 7,700 | ||||
Beginning balance (in shares) at Apr. 30, 2023 | 10,203,945 | 355,000 | 513,333 | ||||
Ending balance (in shares) at Oct. 15, 2023 | 11,054,593 | 355,000 | 513,333 | ||||
Ending balance at Oct. 15, 2023 | $ 75,262 | $ 3,550 | $ 7,700 | ||||
Shares, beginning balance (in shares) at Apr. 30, 2023 | 6,178,962 | 6,178,962 | |||||
Beginning balance at Apr. 30, 2023 | $ (114,998) | $ 62 | 3,733 | (118,793) | |||
Increase (Decrease) in Stockholders' Equity | |||||||
Net (loss) income | $ (10,329) | ||||||
Exercised (in shares) | 0 | ||||||
Cumulative unpaid dividends on preferred stock | $ (528) | ||||||
Change in redemption amount of preferred stock | $ (1,423) | ||||||
Shares, ending balance (in shares) at Oct. 15, 2023 | 6,178,962 | 6,178,962 | |||||
Ending balance at Oct. 15, 2023 | $ (128,578) | $ 62 | 482 | (129,122) | |||
Beginning balance at Jul. 23, 2023 | $ 73,488 | ||||||
Beginning balance (in shares) at Jul. 23, 2023 | 10,999,393 | ||||||
Increase (Decrease) in Temporary Equity | |||||||
Issuance of shares (in shares) | 55,200 | ||||||
Issuance of shares | $ 1,380 | ||||||
Cumulative unpaid dividends on preferred stock | $ 394 | ||||||
Ending balance (in shares) at Oct. 15, 2023 | 11,054,593 | 355,000 | 513,333 | ||||
Ending balance at Oct. 15, 2023 | $ 75,262 | $ 3,550 | $ 7,700 | ||||
Shares, beginning balance (in shares) at Jul. 23, 2023 | 6,178,962 | ||||||
Beginning balance at Jul. 23, 2023 | (119,460) | $ 62 | 2,317 | (121,839) | |||
Increase (Decrease) in Stockholders' Equity | |||||||
Net (loss) income | (7,283) | (7,283) | |||||
Issuance of warrants | 173 | 173 | |||||
Reclassification of liability-classified warrants | (1,834) | (1,834) | |||||
Cumulative unpaid dividends on preferred stock | (394) | (394) | |||||
Stock based compensation | $ 220 | 220 | |||||
Shares, ending balance (in shares) at Oct. 15, 2023 | 6,178,962 | 6,178,962 | |||||
Ending balance at Oct. 15, 2023 | $ (128,578) | $ 62 | $ 482 | $ (129,122) |
Unaudited Condensed Consolida_8
Unaudited Condensed Consolidated Statements of Cash Flows - 10Q - USD ($) $ in Thousands | 5 Months Ended | 6 Months Ended |
Oct. 15, 2023 | Oct. 09, 2022 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (10,329) | $ 1,645 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Gain on modification of operating leases | (3,281) | 0 |
Depreciation expense | 3,341 | 3,714 |
Non-cash operating lease expense | 2,646 | 2,560 |
Operating lease tenant allowances | 1,272 | 2,424 |
Stock based compensation | 361 | 111 |
Gain on change in fair value of warrant liability | (1,350) | 0 |
Gain on extinguishment of debt | 0 | (8,448) |
Amortization of debt issuance costs | 897 | 9 |
Accounts receivable | 188 | (56) |
Inventories | (28) | (59) |
Prepaid expenses and other current assets | (85) | 49 |
Other long-term assets | (5,005) | 0 |
Accrued occupancy costs | (4,210) | (2,038) |
Other accrued liabilities | 289 | (408) |
Operating lease liabilities | (4,697) | (4,101) |
Net cash (used in) operating activities | (15,924) | (997) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (9,793) | (3,539) |
Net cash provided by (used in) investing activities | (9,793) | (3,539) |
Cash flows from financing activities: | ||
Proceeds from stock option exercises | 0 | 6 |
Proceeds from issuance of preferred stock, net | 19,843 | 200 |
De-SPAC transaction costs | (1,540) | 0 |
Principal payments on long-term notes payable | (283) | (999) |
Debt issuance costs | (247) | 0 |
Redemption of long-term notes payable | 0 | (100) |
Proceeds from long-term borrowings | 7,499 | 0 |
Net cash provided by (used in) financing activities | 25,272 | (893) |
Net change in cash and cash equivalents | (445) | (5,429) |
Cash and cash equivalents, beginning of period | 8,436 | 8,907 |
Cash and cash equivalents, end of period | 7,991 | 3,478 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 2,287 | 529 |
Supplemental disclosures of non-cash operating, investing and financing activities: | ||
Conversion of long-term borrowings to preferred shares | 0 | 1,050 |
(Increase) decrease in operating lease right-of-use assets | 560 | (2,654) |
Non-cash finance obligation | 665 | 0 |
Non-cash capital expenditures included in accounts payable | 2,798 | 3,288 |
Change in redemption amount of preferred stock | 1,423 | 0 |
Cumulative unpaid dividends on preferred stock | 528 | 0 |
Nonrelated Party | ||
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Accounts payable | 3,258 | 3,578 |
Related Party | ||
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Accounts payable | $ 809 | $ 23 |
Consolidated Balance Sheets - 1
Consolidated Balance Sheets - 10K - USD ($) $ in Thousands | Oct. 15, 2023 | Jul. 23, 2023 | Apr. 30, 2023 | Oct. 09, 2022 | Jul. 17, 2022 | Apr. 24, 2022 | Apr. 25, 2021 | Apr. 26, 2020 |
Current Assets: | ||||||||
Cash and cash equivalents | $ 7,991 | $ 8,436 | $ 8,907 | |||||
Accounts receivable | 1,121 | 1,310 | 879 | |||||
Inventories | 830 | 802 | 703 | |||||
Prepaid expenses and other current assets | 662 | 577 | 327 | |||||
Total current assets | 10,604 | 11,125 | 10,816 | |||||
Property and equipment, net | 69,734 | 62,842 | 50,380 | |||||
Operating lease right-of-use assets | 49,185 | 55,604 | 53,276 | |||||
Other long-term assets | 11,780 | 1,356 | 0 | |||||
Total assets | 141,303 | 130,927 | 114,472 | |||||
Current Liabilities: | ||||||||
Current portion of long-term notes payable | 2,243 | 1,044 | 10,126 | |||||
Accrued occupancy costs | 5,556 | 14,940 | 15,244 | |||||
Short-term borrowings | 0 | 1,150 | ||||||
Other accrued liabilities | 10,227 | 8,613 | 7,519 | |||||
Current portion of operating lease liabilities | 10,824 | 10,727 | 8,898 | |||||
Total current liabilities | 61,035 | 61,978 | 67,127 | |||||
Long-term notes payable | 41,959 | 36,211 | 13,820 | |||||
Long-term accrued occupancy costs | 699 | 2,020 | 5,311 | |||||
Operating lease liabilities | 89,888 | 91,398 | 85,552 | |||||
Other long-term liabilities | 1,038 | 850 | 0 | |||||
Total liabilities | 194,619 | 192,457 | 171,810 | |||||
Commitments and contingencies (Note 11) | ||||||||
Redeemable convertible preferred stock (Note 7) | 75,262 | $ 73,488 | 53,468 | $ 53,468 | $ 53,468 | 52,218 | $ 44,718 | $ 42,018 |
Stockholders' deficit: | ||||||||
Common stock | 62 | 62 | 62 | |||||
Additional paid-in capital | 482 | 3,733 | 1,650 | |||||
Accumulated deficit | (129,122) | (118,793) | (111,268) | |||||
Total stockholders' deficit | (128,578) | $ (119,460) | (114,998) | $ (107,785) | $ (104,463) | (109,556) | $ (99,975) | $ (70,422) |
Total liabilities, redeemable convertible preferred stock, and stockholders' deficit | 141,303 | 130,927 | 114,472 | |||||
Nonrelated Party | ||||||||
Current Liabilities: | ||||||||
Accounts payable | 24,027 | 19,305 | 16,932 | |||||
Related Party | ||||||||
Current Liabilities: | ||||||||
Accounts payable | $ 8,158 | $ 7,349 | $ 7,258 |
Consolidated Balance Sheets -_2
Consolidated Balance Sheets - 10K (Parenthetical) - $ / shares | Oct. 15, 2023 | Apr. 30, 2023 | Apr. 24, 2022 | Apr. 26, 2020 |
Statement of Financial Position [Abstract] | ||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 35,000,000 | 20,000,000 | ||
Common stock, shares issued (in shares) | 6,178,962 | 6,178,962 | 6,167,254 | |
Common stock, shares outstanding (in shares) | 6,178,962 | 6,178,962 | 6,167,254 |
Consolidated Statements of Oper
Consolidated Statements of Operations - 10K - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | |||
Oct. 15, 2023 | Oct. 09, 2022 | Oct. 15, 2023 | Oct. 09, 2022 | Apr. 30, 2023 | Apr. 24, 2022 | Apr. 25, 2021 | |
Total revenue | $ 24,623 | $ 23,944 | $ 50,364 | $ 48,925 | $ 111,273 | $ 77,098 | $ 25,017 |
Cost of food and beverage | 4,278 | 4,198 | 8,715 | 8,627 | 18,968 | 16,027 | 6,697 |
Store labor and benefits | 9,337 | 9,052 | 18,634 | 18,066 | 40,415 | 24,145 | 10,776 |
Store occupancy costs, excluding depreciation | 4,583 | 4,217 | 5,590 | 8,246 | 18,375 | 12,592 | 14,920 |
Other store operating expenses, excluding depreciation | 5,134 | 3,864 | 9,556 | 8,178 | 18,655 | 14,531 | 7,037 |
General and administrative expenses | 3,774 | 3,312 | 7,302 | 7,311 | 13,205 | 12,316 | 6,320 |
Depreciation expense | 1,697 | 1,861 | 3,341 | 3,714 | 8,086 | 8,818 | 8,805 |
Impairment loss | 2,363 | 0 | 0 | ||||
Pre-opening expenses | 3,026 | 459 | 5,304 | 985 | 4,935 | 0 | 0 |
Operating loss | (7,206) | (3,019) | (8,078) | (6,202) | (13,729) | (11,331) | (29,538) |
Interest expense | (1,908) | (265) | (3,601) | (457) | (1,946) | (1,348) | (835) |
Other expenses | (13) | 0 | 0 | ||||
Gain on debt extinguishment (Note 9) | 0 | (10) | 0 | 8,448 | 8,355 | 2,800 | 388 |
Income (loss) before income taxes | (7,355) | (3,294) | (10,329) | 1,789 | (7,333) | (9,879) | (29,985) |
Income tax expense | (72) | 96 | 0 | 144 | 192 | 38 | 13 |
Net (loss) income | $ (7,283) | $ (3,390) | $ (10,329) | $ 1,645 | $ (7,525) | $ (9,917) | $ (29,998) |
Loss per share, basic (in dollars per share) | $ (1.17) | $ (0.55) | $ (1.87) | $ 0.27 | $ (1.21) | $ (1.62) | $ (4.93) |
Loss per share, diluted (in dollars per share) | $ (1.17) | $ (0.55) | $ (1.87) | $ 0.10 | $ (1.21) | $ (1.62) | $ (4.93) |
Food and beverage revenues | |||||||
Total revenue | $ 19,435 | $ 18,998 | $ 39,952 | $ 39,398 | $ 87,467 | $ 63,650 | $ 20,791 |
Recreation revenues | |||||||
Total revenue | $ 5,188 | $ 4,946 | $ 10,412 | $ 9,527 | $ 23,806 | $ 13,448 | $ 4,226 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - 10K - USD ($) $ in Thousands | 5 Months Ended | 6 Months Ended | 12 Months Ended | ||
Oct. 15, 2023 | Oct. 09, 2022 | Apr. 30, 2023 | Apr. 24, 2022 | Apr. 25, 2021 | |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | |||||
Net (loss) income | $ (10,329) | $ 1,645 | $ (7,525) | $ (9,917) | $ (29,998) |
Impairment loss | 2,363 | 0 | 0 | ||
Depreciation expense | 3,341 | 3,714 | 8,086 | 8,818 | 8,805 |
Non-cash operating lease expense | 2,646 | 2,560 | 5,252 | 4,155 | 5,269 |
Operating lease tenant allowances | 1,272 | 2,424 | 7,727 | 0 | 0 |
Stock based compensation | 361 | 111 | 295 | 280 | 365 |
Gain on extinguishment of debt | 0 | (8,448) | (8,355) | (2,800) | (388) |
Amortization of debt issuance costs | 897 | 9 | 246 | 19 | 19 |
(Increase) decrease in operating assets: | |||||
Accounts receivable | 188 | (56) | (431) | (402) | (373) |
Inventories | (28) | (59) | (99) | (134) | 158 |
Prepaid expenses and other current assets | (85) | 49 | (250) | 126 | 120 |
Other long-term assets | 0 | 3,006 | (3,006) | ||
(Decrease) increase in operating liabilities: | |||||
Accrued occupancy costs | (4,210) | (2,038) | (3,595) | (5,363) | 16,100 |
Other accrued liabilities | 289 | (408) | (662) | 276 | 1,917 |
Increase in lease liability | (4,697) | (4,101) | (7,632) | (8,451) | (8,041) |
Net cash (used in) operating activities | (15,924) | (997) | (12,040) | (5,586) | (8,185) |
Cash flows from investing activities: | |||||
Purchase of property and equipment | (9,793) | (3,539) | (12,987) | (1,898) | (644) |
Net cash provided by (used in) investing activities | (9,793) | (3,539) | (12,987) | (1,898) | (644) |
Cash flows from financing activities: | |||||
Proceeds from stock option exercises | 0 | 6 | 66 | 0 | 80 |
Proceeds from warrant issuances | 3,758 | 56 | 0 | ||
Proceeds from issuance of preferred stock, net | 19,843 | 200 | 200 | 7,500 | 2,700 |
Principal payments on long-term notes payable | (6,144) | (2,618) | (779) | ||
Redemption of convertible notes | (100) | 0 | 0 | ||
Debt and equity warrant issuance costs | (2,304) | 0 | 0 | ||
Proceeds from short-term borrowings | 0 | 775 | 375 | ||
Proceeds from long-term borrowings | 7,499 | 0 | 29,080 | 5,350 | 3,415 |
Net cash provided by (used in) financing activities | 25,272 | (893) | 24,556 | 11,063 | 5,791 |
Net change in cash and cash equivalents | (445) | (5,429) | (471) | 3,579 | (3,038) |
Cash and cash equivalents, beginning of period | 8,436 | 8,907 | 8,907 | 5,328 | 8,366 |
Cash and cash equivalents, end of period | 7,991 | 3,478 | 8,436 | 8,907 | 5,328 |
Supplemental disclosures of cash flow information: | |||||
Cash paid for interest | 2,287 | 529 | 1,428 | 824 | 488 |
Supplemental disclosures of non-cash operating, investing and financing activities: | |||||
Leased assets obtained in exchange for new operating lease liabilities | 7,580 | 16,586 | 1,061 | ||
Conversion of long-term borrowings to preferred shares | 1,050 | 0 | 0 | ||
Non-cash capital expenditures included in accounts payable | 2,798 | 3,288 | 9,924 | 1,054 | 16 |
Nonrelated Party | |||||
(Decrease) increase in operating liabilities: | |||||
Accounts payable | 3,258 | 3,578 | (7,551) | 1,820 | 1,004 |
Related Party | |||||
(Decrease) increase in operating liabilities: | |||||
Accounts payable | $ 809 | $ 23 | $ 91 | $ 2,981 | $ (136) |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit - 10K - USD ($) $ in Thousands | Total | Series F Preferred Stock | Series G Preferred Stock | Series H Preferred Stock | Common | Additional Paid-In Capital | Accumulated Deficit |
Beginning balance (in shares) at Apr. 26, 2020 | 9,310,612 | ||||||
Beginning balance at Apr. 26, 2020 | $ 42,018 | ||||||
Increase (Decrease) in Temporary Equity | |||||||
Issuance of shares (in shares) | 25,000 | 250,000 | |||||
Issuance of shares | $ 200 | $ 2,500 | |||||
Ending balance (in shares) at Apr. 25, 2021 | 9,585,612 | ||||||
Ending balance at Apr. 25, 2021 | $ 44,718 | ||||||
Shares, beginning balance (in shares) at Apr. 26, 2020 | 6,055,400 | ||||||
Beginning balance at Apr. 26, 2020 | (70,422) | $ 61 | $ 870 | $ (71,353) | |||
Increase (Decrease) in Stockholders' Equity | |||||||
Net (loss) income | $ (29,998) | (29,998) | |||||
Exercise of stock options (in shares) | 77,000,000 | 49,063 | |||||
Exercise of stock options | $ 80 | 80 | |||||
Stock based compensation | 365 | 365 | |||||
Shares, ending balance (in shares) at Apr. 25, 2021 | 6,104,463 | ||||||
Ending balance at Apr. 25, 2021 | $ (99,975) | $ 61 | 1,315 | (101,351) | |||
Increase (Decrease) in Temporary Equity | |||||||
Issuance of shares (in shares) | 500,000 | ||||||
Issuance of shares | $ 7,500 | ||||||
Ending balance (in shares) at Apr. 24, 2022 | 10,085,612 | ||||||
Ending balance at Apr. 24, 2022 | $ 52,218 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||
Net (loss) income | (9,917) | (9,917) | |||||
Proceeds from exercise of warrants (in shares) | 55,791 | ||||||
Proceeds from exercise of warrants | $ 56 | $ 1 | 55 | ||||
Exercise of stock options (in shares) | 10,000,000 | 7,000 | |||||
Exercise of stock options | $ 0 | 0 | |||||
Stock based compensation | $ 280 | 280 | |||||
Shares, ending balance (in shares) at Apr. 24, 2022 | 6,167,254 | 6,167,254 | |||||
Ending balance at Apr. 24, 2022 | $ (109,556) | $ 62 | 1,650 | (111,268) | |||
Increase (Decrease) in Temporary Equity | |||||||
Issuance of shares (in shares) | 105,000 | 13,333 | |||||
Issuance of shares | $ 1,050 | $ 200 | |||||
Ending balance (in shares) at Jul. 17, 2022 | 10,203,945 | ||||||
Ending balance at Jul. 17, 2022 | $ 53,468 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||
Net (loss) income | 5,035 | 5,035 | |||||
Exercise of stock options (in shares) | 1,000 | ||||||
Exercise of stock options | 6 | 6 | |||||
Stock based compensation | 52 | 52 | |||||
Shares, ending balance (in shares) at Jul. 17, 2022 | 6,168,254 | ||||||
Ending balance at Jul. 17, 2022 | $ (104,463) | $ 62 | 1,708 | (106,233) | |||
Beginning balance (in shares) at Apr. 24, 2022 | 10,085,612 | ||||||
Beginning balance at Apr. 24, 2022 | $ 52,218 | ||||||
Ending balance (in shares) at Oct. 09, 2022 | 10,203,945 | ||||||
Ending balance at Oct. 09, 2022 | $ 53,468 | ||||||
Shares, beginning balance (in shares) at Apr. 24, 2022 | 6,167,254 | 6,167,254 | |||||
Beginning balance at Apr. 24, 2022 | $ (109,556) | $ 62 | 1,650 | (111,268) | |||
Increase (Decrease) in Stockholders' Equity | |||||||
Net (loss) income | 1,645 | ||||||
Shares, ending balance (in shares) at Oct. 09, 2022 | 6,168,254 | ||||||
Ending balance at Oct. 09, 2022 | $ (107,785) | $ 62 | 1,777 | (109,623) | |||
Beginning balance (in shares) at Apr. 24, 2022 | 10,085,612 | ||||||
Beginning balance at Apr. 24, 2022 | $ 52,218 | ||||||
Increase (Decrease) in Temporary Equity | |||||||
Issuance of shares (in shares) | 105,000 | 13,333 | |||||
Issuance of shares | $ 1,050 | $ 200 | |||||
Ending balance (in shares) at Apr. 30, 2023 | 10,203,945 | 3,411,292 | 355,000 | 513,333 | |||
Ending balance at Apr. 30, 2023 | $ 53,468 | $ 27,290 | $ 3,550 | $ 7,700 | |||
Shares, beginning balance (in shares) at Apr. 24, 2022 | 6,167,254 | 6,167,254 | |||||
Beginning balance at Apr. 24, 2022 | $ (109,556) | $ 62 | 1,650 | (111,268) | |||
Increase (Decrease) in Stockholders' Equity | |||||||
Net (loss) income | (7,525) | (7,525) | |||||
Issuance of warrants | $ 1,722 | 1,722 | |||||
Exercise of stock options (in shares) | 11,708,000 | 11,708 | |||||
Exercise of stock options | $ 66 | 66 | |||||
Stock based compensation | $ 295 | 295 | |||||
Shares, ending balance (in shares) at Apr. 30, 2023 | 6,178,962 | 6,178,962 | |||||
Ending balance at Apr. 30, 2023 | $ (114,998) | $ 62 | 3,733 | (118,793) | |||
Beginning balance (in shares) at Jul. 17, 2022 | 10,203,945 | ||||||
Beginning balance at Jul. 17, 2022 | $ 53,468 | ||||||
Ending balance (in shares) at Oct. 09, 2022 | 10,203,945 | ||||||
Ending balance at Oct. 09, 2022 | $ 53,468 | ||||||
Shares, beginning balance (in shares) at Jul. 17, 2022 | 6,168,254 | ||||||
Beginning balance at Jul. 17, 2022 | (104,463) | $ 62 | 1,708 | (106,233) | |||
Increase (Decrease) in Stockholders' Equity | |||||||
Net (loss) income | (3,390) | (3,390) | |||||
Issuance of warrants | 10 | 10 | |||||
Stock based compensation | 59 | 59 | |||||
Shares, ending balance (in shares) at Oct. 09, 2022 | 6,168,254 | ||||||
Ending balance at Oct. 09, 2022 | $ (107,785) | $ 62 | 1,777 | (109,623) | |||
Beginning balance (in shares) at Apr. 30, 2023 | 10,203,945 | 3,411,292 | 355,000 | 513,333 | |||
Beginning balance at Apr. 30, 2023 | $ 53,468 | $ 27,290 | $ 3,550 | $ 7,700 | |||
Ending balance (in shares) at Jul. 23, 2023 | 10,999,393 | ||||||
Ending balance at Jul. 23, 2023 | $ 73,488 | ||||||
Shares, beginning balance (in shares) at Apr. 30, 2023 | 6,178,962 | 6,178,962 | |||||
Beginning balance at Apr. 30, 2023 | $ (114,998) | $ 62 | 3,733 | (118,793) | |||
Increase (Decrease) in Stockholders' Equity | |||||||
Net (loss) income | (3,046) | (3,046) | |||||
Stock based compensation | 141 | 141 | |||||
Shares, ending balance (in shares) at Jul. 23, 2023 | 6,178,962 | ||||||
Ending balance at Jul. 23, 2023 | $ (119,460) | $ 62 | 2,317 | (121,839) | |||
Beginning balance (in shares) at Apr. 30, 2023 | 10,203,945 | 3,411,292 | 355,000 | 513,333 | |||
Beginning balance at Apr. 30, 2023 | $ 53,468 | $ 27,290 | $ 3,550 | $ 7,700 | |||
Ending balance (in shares) at Oct. 15, 2023 | 11,054,593 | 3,411,292 | 355,000 | 513,333 | |||
Ending balance at Oct. 15, 2023 | $ 75,262 | $ 27,290 | $ 3,550 | $ 7,700 | |||
Shares, beginning balance (in shares) at Apr. 30, 2023 | 6,178,962 | 6,178,962 | |||||
Beginning balance at Apr. 30, 2023 | $ (114,998) | $ 62 | 3,733 | (118,793) | |||
Increase (Decrease) in Stockholders' Equity | |||||||
Net (loss) income | $ (10,329) | ||||||
Exercise of stock options (in shares) | 0 | ||||||
Shares, ending balance (in shares) at Oct. 15, 2023 | 6,178,962 | 6,178,962 | |||||
Ending balance at Oct. 15, 2023 | $ (128,578) | $ 62 | 482 | (129,122) | |||
Beginning balance (in shares) at Jul. 23, 2023 | 10,999,393 | ||||||
Beginning balance at Jul. 23, 2023 | $ 73,488 | ||||||
Ending balance (in shares) at Oct. 15, 2023 | 11,054,593 | 3,411,292 | 355,000 | 513,333 | |||
Ending balance at Oct. 15, 2023 | $ 75,262 | $ 27,290 | $ 3,550 | $ 7,700 | |||
Shares, beginning balance (in shares) at Jul. 23, 2023 | 6,178,962 | ||||||
Beginning balance at Jul. 23, 2023 | (119,460) | $ 62 | 2,317 | (121,839) | |||
Increase (Decrease) in Stockholders' Equity | |||||||
Net (loss) income | (7,283) | (7,283) | |||||
Issuance of warrants | 173 | 173 | |||||
Stock based compensation | $ 220 | 220 | |||||
Shares, ending balance (in shares) at Oct. 15, 2023 | 6,178,962 | 6,178,962 | |||||
Ending balance at Oct. 15, 2023 | $ (128,578) | $ 62 | $ 482 | $ (129,122) |
UNAUDITED DESCRIPTION OF ORGANI
UNAUDITED DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS - Banyan 10Q | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Oct. 15, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | Nature of Business Pinstripes, Inc. (“Pinstripes”, the "Company", “we”, “us, or “our”) was formed for the purpose of operating and expanding a unique entertainment and dining concept. The Company has 13 locations in nine 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. | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Banyan Acquisition Corporation (the “Company”) is a blank check company incorporated in Delaware on March 10, 2021. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Initial Business Combination”). As of September 30, 2023, the Company had not commenced any operations. All activity for the period from March 10, 2021 (inception) through September 30, 2023, relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and pursuit of an Initial Business Combination. The Company will not generate any operating revenues until after the completion of an Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of unrealized gains and interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. Panther Merger Sub Inc. is a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”) with no activity. Financing The registration statement for the Company’s Initial Public Offering was declared effective on January 19, 2022. On January 24, 2022, the Company consummated its Initial Public Offering of 24,150,000 Units (the “Units”), each of which consisted of one-half of one redeemable warrant and one share of Class A common stock (the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $241,500,000, which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 11,910,000 Private Placement Warrants (the “Private Placement Warrants”) to Banyan Acquisition Sponsor LLC (the “Sponsor”), BTIG, LLC and I-Bankers Securities, Inc., at an exercise price of $1.00 per Private Placement Warrant, for an aggregate of $11,910,000. Following the closing of the Initial Public Offering on January 24, 2022, $246,330,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”), located in the United States which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of an Initial Business Combination, (ii) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination by December 24, 2023 (the “Combination Period”). At a reconvened special meeting of stockholders held on April 21, 2023 (the “Special Meeting”), the Company’s stockholders approved, and the Company subsequently adopted, (x) an amendment to the Company’s amended and restated certificate of incorporation (the “Charter Amendment”), which provided that (i) the Company shall have the option to extend the period by which it must complete an Initial Business Combination by eight months, from April 24, 2023 to December 24, 2023 (the “Extension Option”), and (ii) that each of the holders of shares of the Company’s Class B common stock shall have the right at any time to convert any and all of their shares of the Company’s Class B common stock to shares of the Company’s Class A common stock on a one-for-one basis prior to the closing of an Initial Business Combination, at the election of such holder and (y) an amendment to the Investment Management Trust Agreement (the “Trust Amendment”), which provided that the Company shall have the right to extend the period by which it must complete an Initial Business Combination by eight months, from April 24, 2023 to December 24, 2023, without having to make any payment to the Trust Account. Additionally, in connection with the Special Meeting, the Company and the Sponsor entered into certain non-redemption agreements with certain unaffiliated third parties, pursuant to which the Sponsor agreed to transfer an aggregate of 1,018,750 shares of Class B common stock to such third parties immediately following consummation of an Initial Business Combination if such third parties continued to hold certain amounts of Class A common stock through the closing of the Special Meeting and assuming the Charter Amendment and the Trust Amendment were adopted. In connection with the stockholders’ vote at the Special Meeting, holders of 20,151,313 shares of Class A common stock exercised their right to redeem their shares for cash at an approximate price of $10.42 per share, which resulted in an aggregate payment to such redeeming holders of $210,031,815. As of September 30, 2023 (and inclusive of the payment referenced in the preceding sentence), the Trust Account balance was $42,423,610. The Charter Amendment and the Trust Amendment received the requisite votes at the Special Meeting and were subsequently adopted by the Company. On April 21, 2023, the Company filed the Charter Amendment with the Secretary of State for the State of Delaware. On April 21, 2023, the Company exercised the Extension Option, extending the time allotted to complete an Initial Business Combination by eight months, from April 24, 2023 to December 24, 2023. On April 21, 2023, pursuant to the terms of the Charter Amendment, the Sponsor converted 2,000,000 shares of Class B common stock held by it on a one-for-one basis into shares of Class A common stock with immediate effect. Following such conversion and taking into account the redemptions described above, there are 5,998,687 shares of Class A common stock issued and outstanding and 5,245,000 shares of Class B common stock issued and outstanding as of the date hereof. Risks and Uncertainties In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements, and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from whom shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. On April 21, 2023, the Company’s stockholders redeemed 20,151,313 Class A shares for a total of $210,031,815 in connection with the stockholder vote to approve the Company’s extension. The Company evaluated the classification and accounting of the stock redemption under ASC 450, “Contingencies”. ASC 450 states that when a loss contingency exists, the likelihood that the future events will confirm the loss or impairment of an asset or the incurrence of a liability can range from probable to remote. A contingent liability must be reviewed at each reporting period to determine appropriate treatment. The Company evaluated the current status and probability of completing an Initial Business Combination as of September 30, 2023 and determined that a contingent liability should be calculated and recorded. As of September 30, 2023, the Company recorded $2,100,318 of excise tax liability calculated as 1% of shares redeemed. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. Liquidity, Capital Resources and Going Concern As of September 30, 2023, the Company had $304,554 in operating cash and a working capital deficit of $6,289,130. The Company’s liquidity needs up to September 30, 2023, had been satisfied through a payment from the Sponsor of $25,000 for Class B common stock, par value $0.0001 per share (“Class B common stock” and shares thereof, “Founder Shares”), the Initial Public Offering and the issuance of the Private Placement Warrants. Additionally, the Company drew on unsecured promissory notes to pay certain offering costs (see Note 5). The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. Although no formal agreement exists, the Sponsor has agreed to extend Working Capital Loans as needed (defined in Note 5 below). Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction and reducing overhead expenses. The Company cannot provide any assurance that (i) new financing will be available to it on commercially acceptable terms, if at all, or (ii) its plans to consummate an Initial Business Combination will be successful. In addition, management is currently evaluating the impact of the Russia/Ukraine war and its effect on the Company’s financial position, results of its operations and/or search for a target company. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern through the end of the Combination Period on December 24, 2023. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Banyan Acquisition Corporation (the “Company”) is a blank check company incorporated in Delaware on March 10, 2021. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”). As of December 31, 2022, the Company had not commenced any operations. All activity for the period from March 10, 2021 (inception) through December 31, 2022 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and pursuit of a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of unrealized gains and interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. Financing The registration statement for the Company’s Initial Public Offering was declared effective on January 19, 2022. On January 24, 2022, the Company consummated its Initial Public Offering of 24,150,000 Units at $10.00 per Unit, generating gross proceeds of $241,500,000, which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 11,910,000 Private Placement Warrants (the “Private Placement Warrants”) to Banyan Acquisition Sponsor LLC (the “Sponsor”), BTIG, LLC and I-Bankers Securities, Inc., at an exercise price of $1.00 per Private Placement Warrant, for an aggregate of $11,910,000. Following the closing of the Initial Public Offering on January 24, 2022, $246,330,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”), located in the United States which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 15 months from January 24, 2022 (or up to 21 months from January 24, 2022 if the Company extends the time to complete a business combination) (the “Combination Period”), the closing of the Initial Public Offering. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. Liquidity, Capital Resources and Going Concern As of December 31, 2022, the Company had $510,893 in operating cash and a working capital deficit of $(454,877). Working capital deficit excludes amounts for marketable securities held in the Trust Account and the deferred underwriters fee payable. The Company’s liquidity needs up to December 31, 2022 had been satisfied through a payment from the Sponsor of $25,000 for Class B common stock, par value $0.0001 per share (“Class B common stock” and shares thereof, “Founder Shares”), the Initial Public Offering and the issuance of the Private Placement Warrants. Additionally, the Company drew on an unsecured promissory note to pay certain offering costs (see Note 5). The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. Although no formal agreement exists, the Sponsor has agreed to extend Working Capital Loans as needed (defined in Note 5 below). Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that (i) new financing will be available to it on commercially acceptable terms, if at all, or (ii) that its plans to consummate an initial Business Combination will be successful. In addition, management is currently evaluating the impact of the COVID-19 pandemic and its effect on the Company’s financial position, results of its operations and/or search for a target company. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern through the end of the Combination Period on April 24, 2023 (without extensions), at which point the Company will be subject to mandatory liquidation, which is within twelve months of the issuance of these financial statements. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. |
UNAUDITED SUMMARY OF SIGNIFICAN
UNAUDITED SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statement is prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering, as filed with the SEC on January 24, 2022, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on March 10, 2022 and the Company’s Annual Report filed on Form 10-K as filed with the SEC on March 31, 2023. The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any future periods. The Company’s condensed financial statements are presented on a consolidated basis with Merger Sub, as it is a wholly owned subsidiary. Merger Sub does not have activity as of September 30, 2023. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $304,554 and $510,893 of operating cash and no cash equivalents as of September 30, 2023 and December 31, 2022, respectively. Offering Costs The Company complies with the requirements of the Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs are charged to stockholders’ equity or the statement of operations based on the relative value of the Public Warrants (as defined below) and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the Initial Public Offering. Accordingly, on January 24, 2022, offering costs totaled $15,147,955 (consisting of $4,830,000 of underwriting fees, $9,660,000 of deferred underwriting fees and $657,955 of actual offering costs, with $500,307 included in accumulated deficit as an allocation for the Public Warrants and the Private Placement Warrants, and $14,647,648 included in additional paid-in capital). Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed federally insured limits. Exposure to cash and cash equivalents credit risk is reduced by placing such deposits with major financial institutions and monitoring their credit ratings. At September 30, 2023, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Warrant Liability The Company expects to account for warrants for the Company’s common stock that are not indexed to its own shares as liabilities at fair value on the balance sheet once issued. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) will be classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock includes certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. On April 21, 2023, the Company’s stockholders redeemed 20,151,313 Class A shares for a total of $210,031,815, resulting in 3,998,687 Class A shares outstanding subsequent to the redemptions. As of September 30, 2023 and December 31, 2022, there were 3,998,687 and 24,150,000 shares of Class A common stock subject to possible redemption issued or outstanding, respectively. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. On January 24, 2022, the Company recorded an accretion amount of $26,976,223, $4,528,638 of which was recorded in additional paid-in capital and $22,447,585 was recorded in accumulated deficit. The Company has subsequently recorded additional remeasurements of $6,125,425 and a reduction of $210,031,815 related to Class A stockholder redemptions to remeasure the value of Class A common stock subject to possible to redemption to its redemption value of $42,423,610 as of September 30, 2023. Class A common stock subject to possible redemption is reflected on the condensed consolidated balance sheet at September 30, 2023 and December 31, 2022, as follows: Gross proceeds from initial public offering $ 241,500,000 Less: Fair value allocated to public warrants (7,498,575) Offering costs allocated to Class A common stock subject to possible redemption (14,647,648) Plus: Remeasurement on Class A common stock subject to possible redemption 30,973,080 Class A common stock subject to possible redemption, December 31, 2022 250,326,857 Remeasurement on Class A common stock subject to possible redemption 813,105 Class A common stock subject to possible redemption, March 31, 2023 251,139,962 Redemption of Class A common stock (210,031,815) Remeasurement on Class A common stock subject to possible redemption 1,082,415 Class A common stock subject to possible redemption, June 30, 2023 42,190,562 Remeasurement on Class A common stock subject to possible redemption 233,048 Class A common stock subject to possible redemption, September 30, 2023 $ 42,423,610 Income Taxes The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under the asset and liability method, as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liability is settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the operation of statement in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. There were no unrecognized tax benefits as of September 30, 2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Internal Revenue Service charged the Company a $30,821 penalty for failure to pay proper estimated 2022 taxes. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next 12 months. Net Income (Loss) Per Share of Common Stock Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Shares of common stock subject to possible redemption at September 30, 2023, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income (loss) per common stock since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not included the Public Warrants and the Private Placement Warrants in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events, and the inclusion of such warrants would be anti-dilutive. As a result, diluted net income (loss) per share of common stock is the same as basic net income (loss) per share of common stock for the periods presented. The Company’s statement of operations includes a presentation of net income (loss) per share of common stock subject to possible redemption and allocates the net income (loss) into the two classes of shares in calculating net income (loss) per common stock, basic and diluted. For redeemable Class A common stock, net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average number of shares of Class A common stock subject to possible redemption outstanding since original issuance. For non-redeemable Class A and Class B common stock, net income (loss) per share is calculated by dividing the net income (loss) by the weighted average number of shares of non-redeemable Class A and Class B common stock outstanding for the period. Non-redeemable Class A common stock includes 2,000,000 of Class B common stock that the Company converted on a one-for one basis into Class A common stock on April 21, 2023 (see Note 6), as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. Non-redeemable Class B common stock includes the Founder Shares, as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. As of September 30, 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. The following table reflects the calculation of basic and diluted net loss per share of common stock (in dollars, except per share amounts): For the Three Months Ended 2023 2022 Class A common stock subject to possible redemption Numerator: (Loss) income attributable to Class A common stock subject to possible redemption Net (loss) income $ (38,672) $ 1,754,851 Denominator: Weighted average Class A common stock subject to possible redemption (38,672) 1,754,851 Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 3,998,687 24,150,000 Basic and diluted net (loss) income per share, Class A common stock subject to possible redemption $ (0.01) $ 0.07 Non-Redeemable Class A and Class B common stock Numerator: Net (loss) income Net (loss) income $ (70,066) $ 526,455 Denominator: Weighted average non-redeemable Class A and Class B common stock (70,066) 526,455 Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B common stock 7,245,000 7,245,000 Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock $ (0.01) $ 0.07 For the Nine Months Ended 2023 2022 Class A common stock subject to possible redemption Numerator: Income attributable to Class A common stock subject to possible redemption Net (loss) income $ (3,369,552) $ 9,923,259 Denominator: Weighted average Class A common stock subject to possible redemption (3,369,552) 9,923,259 Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 12,192,078 22,115,385 Basic and diluted net (loss) income per share, Class A common stock subject to possible redemption $ (0.28) $ 0.45 Non-Redeemable Class A and Class B common stock Numerator: Net (loss) income Net (loss) income $ (2,002,317) $ 3,250,859 Denominator: Weighted average non-redeemable Class A and Class B common stock (2,002,317) 3,250,859 Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B common stock 7,245,000 7,245,000 Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock $ (0.28) $ 0.45 Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board issued ASU No. 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. We are currently assessing the impact, if any, that ASU 2020-06 would have on our financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements. | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $510,893 and $54,057 of operating cash and no cash equivalents as of December 31, 2022 and 2021, respectively. Offering Costs The Company complies with the requirements of the Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs are charged to stockholders’ equity or the statement of operations based on the relative value of the Public Warrants (as defined below) and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the Initial Public Offering. Accordingly, on January 24, 2022, offering costs totaled $15,147,955 (consisting of $4,830,000 of underwriting fees, $9,660,000 of deferred underwriting fees and $657,955 of actual offering costs, with $500,307 included in accumulated deficit as an allocation for the Public Warrants and the Private Placement Warrants, and $14,647,648 included in additional paid-in capital). Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed federally insured limits. Exposure to cash and cash equivalents credit risk is reduced by placing such deposits with major financial institutions and monitoring their credit ratings. At December 31, 2022, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Warrant Liability The Company expects to account for warrants for the Company’s common stock that are not indexed to its own shares as liabilities at fair value on the balance sheet once issued. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) will be classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock includes certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. As of December 31, 2022 and 2021, there were 24,150,000 and zero shares of Class A common stock subject to possible redemption issued or outstanding, respectively. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. On January 24, 2022, the Company recorded an accretion amount of $26,976,223, $4,528,638 of which was recorded in additional paid-in capital and $22,447,585 was recorded in accumulated deficit. The Company has subsequently recorded additional remeasurements of $3,996,857 to remeasure the value of Class A common stock subject to possible to redemption to its redemption value of $250,326,857. Class A common stock subject to possible redemption is reflected on the balance sheet at December 31, 2022 as follows: Gross proceeds from initial public offering $ 241,500,000 Less: Fair value allocated to public warrants (7,498,575) Offering costs allocated to Class A common stock subject to possible redemption (14,647,648) Plus: Re-measurement on Class A common stock subject to possible redemption 30,973,080 Class A common stock subject to possible redemption, December 31, 2022 $ 250,326,857 Income Taxes The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under the asset and liability method, as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liability is settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the operation of statement in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. There were no unrecognized tax benefits as of December 31, 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) Per Share of Common Stock Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Shares of common stock subject to possible redemption at December 31, 2022, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income (loss) per common stock since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not included the Public Warrants and the Private Placement Warrants in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted net income (loss) per share of common stock is the same as basic net income (loss) per share of common stock for the periods presented. The Company’s statement of operations includes a presentation of net income (loss) per share of common stock subject to possible redemption and allocates the net income (loss) into the two classes of shares in calculating net income (loss) per common stock, basic and diluted. For redeemable Class A common stock, net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average number of shares of Class A common stock subject to possible redemption outstanding since original issuance. For non-redeemable Class B common stock, net income (loss) per share is calculated by dividing the net income (loss) by the weighted average number of shares of non-redeemable Class B common stock outstanding for the period. Non-redeemable Class B common stock includes the Founder Shares, as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. As of December 31, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. The following table reflects the calculation of basic and diluted net loss per share of common stock (in dollars, except per share amounts): Twelve Months 2022 2021 Class A common stock subject to possible redemption Numerator: Income attributable to Class A common stock subject to possible redemption Net income $ 11,937,823 $ — Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 22,604,795 — Basic and diluted net income per share, Class A common stock subject to possible redemption $ 0.53 $ — Non-Redeemable Class B common stock Numerator: Income attributable to non-redeemable Class B common stock Net income (loss) $ 3,826,158 $ (22,252) Denominator: Weighted average non-redeemable Class B common stock Basic and diluted weighted average shares outstanding, non-redeemable Class B common stock 7,245,000 6,300,000 Basic and diluted net income (loss) per share, non-redeemable Class B common stock $ 0.53 $ 0.00 Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board issued ASU No. 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. We are currently assessing the impact, if any, that ASU 2020-06 would have on our financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements. |
UNAUDITED INITIAL PUBLIC OFFERI
UNAUDITED INITIAL PUBLIC OFFERING | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
INITIAL PUBLIC OFFERING | ||
INITIAL PUBLIC OFFERING | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering on January 24, 2022, the Company sold 24,150,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half of one warrant (“Public Warrant”). Each whole Public Warrant is anticipated to entitle the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6). An aggregate of $10.20 per Unit sold in the Initial Public Offering was held in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering on January 24, 2022, the Company sold 24,150,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half of one warrant (“Public Warrant”). Each whole Public Warrant is anticipated to entitle the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6). An aggregate of $10.20 per Unit sold in the Initial Public Offering was held in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. |
UNAUDITED PRIVATE PLACEMENT
UNAUDITED PRIVATE PLACEMENT | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
PRIVATE PLACEMENT | ||
PRIVATE PLACEMENT | NOTE 4 — PRIVATE PLACEMENT The Company entered into an agreement with the Sponsor and the underwriters pursuant to which the Sponsor and underwriters purchased an aggregate of 11,910,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, generating $11,910,000 in the aggregate in a private placement that occurred simultaneously with the closing of the Initial Public Offering. Each Private Placement Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 6). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete an Initial Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. | NOTE 4 — PRIVATE PLACEMENT The Company entered into an agreement with the Sponsor and the underwriters pursuant to which the Sponsor and underwriters purchased an aggregate of 11,910,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, generating $11,910,000 in the aggregate in a private placement that occurred simultaneously with the closing of the Initial Public Offering. Each Private Placement Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 6). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. |
UNAUDITED RELATED PARTY TRANSAC
UNAUDITED RELATED PARTY TRANSACTIONS | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Oct. 15, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |||
Related Party Transactions | Related Party Transactions For the twelve and twenty-four weeks ended October 15, 2023 and October 9, 2022, 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 $10 and $21, and $1,367 and $4,119, respectively. As of October 15, 2023 and April 30, 2023, $1,742 and $1,911 due to this related party is included in accounts payable within the condensed consolidated balance sheets, respectively. For the fiscal years ended April 30, 2023, April 24, 2022 and April 25, 2021, 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 $6,553, $1,043, and $576, respectively. As of April 30, 2023 and April 24, 2022, $1,911 and $837 due to this related party is included in accounts payable within the Consolidated Balance Sheets, respectively. | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares In March 2021, the Sponsor purchased 8,625,000 Founder Shares for an aggregate purchase price of $25,000 and an aggregate of 142,500 of such Founder Shares were subsequently transferred to our independent directors, executive officers and special advisor and other third parties. The fair value of the shares transferred is de minimis. On November 30, 2021, the Sponsor surrendered 1,725,000 Founder Shares as a result of changes to the terms of the Initial Public Offering, resulting in the Sponsor owning 6,900,000 Founder Shares. On January 19, 2022, the Company issued an additional 345,000 shares of Class B common stock pursuant to a stock split for no additional consideration as a result of the upsize to the Company’s Initial Public Offering (see Note 6). The number of Founder Shares outstanding collectively represents approximately 23% of the Company’s issued and outstanding shares after the Initial Public Offering. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of an Initial Business Combination or (B) subsequent to an Initial Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after an Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Promissory Note — Related Party In March 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and was due upon the consummation of the Initial Public Offering. On January 24, 2022, the Company paid $289,425, the full amount outstanding under the Promissory Note, to the Sponsor. Convertible Promissory Notes – Related Parties On June 1, 2023, the Company entered into promissory note agreements with certain related parties (the “Related Party Promissory Notes”), pursuant to which the Company could borrow up to an aggregate principal amount of $2,000,000. The Related Party Promissory Notes are non-interest bearing and are due upon the consummation of the consummation of an Initial Business Combination. If an Initial Business Combination is not consummated, the Related Party Promissory Notes are only repaid solely to the extent the Company has funds available to it outside of the Trust Account, and that all other amounts will be contributed to capital, forfeited, eliminated or otherwise forgiven or eliminated. Upon consummation of an Initial Business Combination, the payees have the option, but not the obligation, to convert up to an aggregate $1,500,000 of the total outstanding principal amounts of the Related Party Promissory Notes, in whole or in part, into warrants of the Company (each, a “Warrant”) at a price of $1.00 per Warrant. Each Warrant is exercisable for one share of Class A common stock, $0.0001 par value per share, of the Company. The Warrants will be identical to the Private Placement Warrants issued to the Sponsor at the time of the Company’s Initial Public Offering. As of September 30, 2023 and December 31, 2022, there was $506,000 and $0 outstanding under the Related Party Promissory Notes, respectively. The Company determined that the fair value of the conversion option is de minimis as of the date of the promissory note draws through September 30, 2023. As such, the Company has recorded the Related Party Promissory Notes balance at amortized cost on the balance sheets. Related Party Loans In addition, in order to finance transaction costs in connection with an Initial Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). The Working Capital Loans would either be repaid upon consummation of an Initial Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans, or up to an aggregate of $4,830,000 of such Working Capital Loans with respect to funded extension periods, may be convertible into warrants at a price of $1.00 per warrant, of the post-Business Combination entity. If the Company completes an Initial Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that an Initial Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The warrants would be identical to the Private Placement Warrants. As of September 30, 2023 and December 31, 2022, there was $506,000 and $0 outstanding under the Working Capital Loans as the Related Party Promissory Notes entered into on June 1, 2023 are Working Capital Loans. Support Services Agreement Commencing on the listing date, the Company agreed to pay the Sponsor pursuant to a support services agreement a total of $10,000 per month for office space provided to the Company. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company’s contractual obligation under the support services agreement to pay these monthly fees will cease. For the three and nine months ended September 30, 2023, the Sponsor permanently waived its right to receive such fees from the Company. The Sponsor expects to continue to permanently waive its rights to receive such fees in future periods. | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares In March 2021, the Sponsor purchased 8,625,000 Founder Shares for an aggregate purchase price of $25,000 and an aggregate of 142,500 of such Founder Shares were subsequently transferred to our independent directors, executive officers and special advisor and other third parties. The fair value of the shares transferred is de minimis. On November 30, 2021, the Sponsor surrendered 1,725,000 Founder Shares as a result of changes to the terms of the Initial Public Offering, resulting in the Sponsor owning 6,900,000 Founder Shares. On January 19, 2022, the Company issued an additional 345,000 shares of Class B common stock pursuant to a stock split for no additional consideration as a result of the upsize to the Company’s Initial Public Offering (see Note 6). The number of Founder Shares outstanding collectively represents approximately 23% of the Company’s issued and outstanding shares after the Initial Public Offering. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock reorganizations, recapitalizations and the like) for any 20 trading days within any 30- trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Promissory Note — Related Party In March 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and was due upon the consummation of the Initial Public Offering. On January 24, 2022, the Company paid $289,425, the full amount outstanding under the Promissory Note, to the Sponsor. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,800,000 of such Working Capital Loans, or up to an aggregate of $4,830,000 of such Working Capital Loans with respect to funded extension periods, may be convertible into warrants at a price of $1.00 per warrant, of the post-Business Combination entity. If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The warrants would be identical to the Private Placement Warrants. As of December 31, 2022 and 2021, there were no amounts outstanding under the Working Capital Loans. Support Services Agreement Commencing on the listing date, the Company agreed to pay the Sponsor pursuant to a support services agreement a total of $10,000 per month for office space provided to the Company. Upon completion of the initial Business Combination or the Company’s liquidation, the Company’s contractual obligation under the support services agreement to pay these monthly fees will cease. For twelve months ended December 31, 2022, the Sponsor permanently waived its right to receive such fees from the Company. The Sponsor expects to continue to permanently waive its rights to receive such fees in future periods. |
UNAUDITED STOCKHOLDERS' (DEFICI
UNAUDITED STOCKHOLDERS' (DEFICIT) EQUITY | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Oct. 15, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |||
STOCKHOLDERS' (DEFICIT) EQUITY | Warrants As of October 15, 2023, outstanding warrants were as follows: Warrants Number of Warrants Weighted-Average Exercise Price Outstanding at April 30, 2023 483,649 $ 1.31 Granted 48,530 0.01 Expired — — Outstanding as of October 15, 2023 532,179 $ 1.19 In fiscal year 2023, the Company issued 267,000 warrants to Silverview Credit Partners LP (“Silverview”), recorded at fair value in additional paid-in capital within the condensed consolidated balance sheet of $1,712, net of issuance costs. Upon surrender of these warrants, the holder is entitled to purchase one share of the Company’s common stock at $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 and fair value of $10. On August 1, 2023, the Company and Silverview amended and restated a warrant agreement to correct the number of shares of common stock Silverview is 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 remain issued. Under the term loan agreement, the Company is contractually obligated to issue a specified number of warrants to Silverview in the event the Company elects to exercise its right to obtain additional funding from Silverview under the Tranche 2 loan agreement. Therefore, the remaining warrants, are considered contingently issuable and the contingency is satisfied when a draw on Tranche 2 occurs. As a result of the amended and restated warrant agreement, 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 is satisfied, the respective warrant shares will be considered indexed to the Company’s common stock and qualify for equity classification under the derivative scope exception provided by 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 Tranche 2 loan commitment on July 27, 2023 (see Note 4). As of August 1, 2023, 179,272 shares were considered issued warrants and 87,728 shares were considered contingently issuable warrants. For accounting purposes, all 267,000 warrants were still considered issued and outstanding. On September 29, 2023, the Company issued 11,443 warrants in exchange for the issuance of borrowing $1,500 under the Tranche 2 loan. As the contingency was satisfied for these warrants, $173 was reclassed from the warrant liability to additional paid-in-capital. As of October 15, 2023, the Company recorded a warrant liability of $1,049 in other accrued liabilities for 76,285 of the Silverview contingently issuable warrants. In April 2023 and July 2023, the Company also issued 111,619 and 48,530 warrants, respectively, to Granite Creek Capital Partners LLC (“Granite Creek”) in connection with its equipment loan agreements. The lender has the right to require the Company 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 require liability classification in accordance with ASC 480, and as a result, recorded a warrant liability of $1,925 and $2,202 in other accrued liabilities as of April 30, 2023 and October 15, 2023, respectively. In determining the fair value of the Granite Creek warrants and Silverview contingently issuable warrants as of October 15, 2023, the Company utilized the intrinsic value valuation method using level 3 inputs consisting of the fair value of common stock as of October 15, 2023 less the exercise price of $0.01 for Silverview and previously issued Granite Creek warrants and less the exercise price of $0.001 for the Granite Creek warrants issued in July 2023. The Company adjusts the warrants to fair value at each reporting period. During the twenty-four weeks ended October 15, 2023, the change in the fair value was as follows: Warrant liability as of April 30, 2023 $ 1,925 Change in fair value 409 Warrant liability as of July 23, 2023 $ 2,334 Granted to Granite Creek 1,015 Reclassification of liability-classified warrants 1,834 Issuance of contingently issuable shares (173) Change in fair value (1,759) Warrant liability as of October 15, 2023 $ 3,251 The change in fair value of the warrant is reported on a separate line item in the unaudited condensed consolidated statement of operations. Upon surrender of these warrants, the holder is entitled to purchase one share of the Company’s common stock at $0.01. All outstanding warrants expire at the earlier of 10 years from the date of issuance (various dates during fiscal years 2024 through 2033) or upon consummation of an initial public offering by the Company or certain other company transactions and are exercisable as of October 15, 2023, excluding the contingently issuable warrants. As of April 30, 2023, April 24, 2022, and April 25, 2021, outstanding warrants were as follows: Warrants Number of Warrants Weighted-Average Exercise Price Outstanding at April 26, 2020 186,797 $ 3.45 Outstanding at April 25, 2021 186,797 $ 3.45 Exercised (55,791) 1.00 Outstanding at April 24, 2022 131,006 $ 4.49 Granted 386,119 0.20 Expired (33,476) 1.00 Outstanding at April 30, 2023 483,649 $ 1.31 In fiscal year 2023 the Company issued 267,000 warrants to Silverview Credit Partners LP, recorded at fair value in additional paid-in capital within the Consolidated Balance sheet of $1,712, net of issuance costs (see Note 9). Upon surrender of these warrants, the holder is entitled to purchase one share of the Company’s common stock at $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 and fair value of $10. In April 2023, the Company also issued 111,619 warrants to Granite Creek Capital Partners LLC in connection with its equipment loan agreement. The lender has the right to require the Company 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 require liability classification in accordance with ASC 480, and as a result, recorded a warrant liability of $1,925 in other accrued liabilities (see Note 6). In determining fair value at issuance date on April 19, 2023, the Company utilized the intrinsic value valuation method using level 3 inputs consisting of the fair value of common stock as of April 30, 2023 less the exercise price of $0.01. The Company adjusts the warrants to fair value at each reporting period. Upon surrender of these warrants, the holder is entitled to purchase one share of the Company’s common stock at $0.01. | NOTE 6 — STOCKHOLDERS’ (DEFICIT) EQUITY Preferred stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding. Class A common stock — The Company is authorized to issue 240,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. On April 21, 2023, Class A stockholders redeemed 20,151,313 shares of Class A common stock subject to possible redemption in connection with the stockholder vote to approve the Company’s Extension Option. On April 21, 2023, the Sponsor converted 2,000,000 shares of Class B common stock into 2,000,000 shares of Class A common stock on a one-for-one basis. The 2,000,000 converted shares Class A common stock do not have any redemption features and do not participate in the income earned on the Trust Account. At September 30, 2023 and December 31, 2022, there were 2,000,000 and no shares of Class A common stock issued and outstanding, respectively, excluding 3,998,687 and 24,150,000 shares of Class A common stock subject to possible redemption, respectively. Class B common stock — The Company is authorized to issue 60,000,000 shares of Class B common stock with a par value of $0.0001 per share. In March 2021, the Sponsor purchased 8,625,000 shares of Class B common stock for an aggregate purchase price of $25,000 and an aggregate of 142,500 of such shares Founder Shares were subsequently transferred to our independent directors, executive officers and special advisor and other third parties. On November 30, 2021, the Sponsor surrendered 1,725,000 shares of Class B common stock as a result of changes to the terms of the Initial Public Offering. On January 19, 2022, the Company issued an additional 345,000 shares of Class B common stock pursuant to a stock split for no additional consideration as a result of the upsize to the Company’s Initial Public Offering. Share amounts and related information have been retrospectively restated for the share surrender and stock split. On April 21, 2023, the Sponsor converted 2,000,000 shares of Class B common stock into 2,000,000 shares of Class A common stock on a one-for-one basis. Thus, as of September 30, 2023 and December 31, 2022, the Company presented 5,245,000 and 7,245,000 shares of Class B common stock issued and outstanding on the balance sheet, respectively. With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our Initial Business Combination, except as required by law, holders of our Founder Shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. However, prior to the consummation of the Initial Business Combination, holders of the Class B common stock will have the right to elect all of the Company’s directors and may remove members of the board of directors for any reason. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of an Initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of an Initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, subject to adjustment for stock splits, stock dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like, in the aggregate, on an as-converted basis, 23% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with an Initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in an Initial Business Combination and excluding any Private Placement Warrants issued to our Sponsor, its affiliates or any member of our management team upon conversion of Working Capital Loans. | NOTE 6 — STOCKHOLDERS’ (DEFICIT) EQUITY Preferred stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2022 and 2021, there were no shares of preferred stock issued or outstanding. Class A common stock — The Company is authorized to issue 240,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At December 31, 2022, there were no shares of Class A common stock issued and outstanding, excluding 24,150,000 shares of Class A common stock subject to possible redemption. At December 31, 2021, there were no shares of Class A common stock issued or outstanding. Class B common stock — The Company is authorized to issue 60,000,000 shares of Class B common stock with a par value of $0.0001 per share. In March 2021, the Sponsor purchased 8,625,000 Founder Shares for an aggregate purchase price of $25,000 and an aggregate of 142,500 of such Founder Shares were subsequently transferred to our independent directors, executive officers and special advisor and other third parties. On November 30, 2021, the Sponsor surrendered 1,725,000 Founder Shares as a result of changes to the terms of the Initial Public Offering. On January 19, 2022, the Company issued an additional 345,000 shares of Class B common stock pursuant to a stock split for no additional consideration as a result of the upsize to the Company’s Initial Public Offering. With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our initial business combination, except as required by law, holders of our Founder Shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. However, prior to the consummation of the Business Combination, holders of the Class B common stock will have the right to elect all of the Company’s directors and may remove members of the board of directors for any reason. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, subject to adjustment for stock splits, stock dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like, in the aggregate, on an as-converted basis, 23% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and excluding any private placement warrants issued to our Sponsor, its affiliates or any member of our management team upon conversion of Working Capital Loans. |
UNAUDITED WARRANT LIABILITY
UNAUDITED WARRANT LIABILITY | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
WARRANT LIABILITY | ||
WARRANT LIABILITY | NOTE 7 — WARRANT LIABILITY The Company accounts for the 23,985,000 warrants issued in connection with the Initial Public Offering (the 12,075,000 Public Warrants and the 11,910,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classifies each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such remeasurement, the warrant liability is adjusted to fair value, with the change in fair value recognized in the Company’s statements of operations. Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Accordingly, unless a unit holder purchases at least two Units, they will not be able to receive or trade a whole warrant. The Public Warrants will become exercisable on the later of (a) 12 months from the closing of the Initial Public Offering and (b) 30 days after the completion of an Initial Business Combination. The Company is not obligated to deliver any shares of Class A common stock pursuant to the exercise of a Public Warrant and has no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public Warrant is exercisable, and the Company is not obligated to issue any shares of Class A common stock upon exercise of a Public Warrant unless the share of Class A common stock issuable upon such Public 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 Public Warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of an Initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the public warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of an Initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A common stock until the public warrants expire or are redeemed, as specified in the public warrant agreement; provided that if the Class A common stock is at the time of any exercise of a public 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, the Company may, at its option, require holders of public warrants who exercise their public warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the shares of Class A common stock issuable upon exercise of the public warrants is not effective by the 60th business day after the closing of an Initial Business Combination, public warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise public warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The redemption of the warrants is as follows: Redemption of warrants when the price per Class A 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 Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three 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 warrants when the price per Class A 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 • upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their 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 Class A common stock; • if, and only if, the last reported sale price of the Class A 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 • if the closing price of the 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 the Company sends the notice of redemption to the warrant holders is less than $18.00 per share, the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of an Initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an Initial Business Combination on the date of the consummation of an Initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the shares of Class A common stock during the 20-trading day period starting on the trading day prior to the day on which the Company consummates an Initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price and the “Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00” described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above under “Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants will be identical to the Public Warrants included in the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees (except for a number of shares of Class A common stock as described above under Redemption of warrants for Class A common stock). If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants. | NOTE 7 — WARRANT LIABILITY The Company accounts for the 23,985,000 warrants issued in connection with the Initial Public Offering (the 12,075,000 Public Warrants and the 11,910,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classifies each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability is adjusted to fair value, with the change in fair value recognized in the Company’s statements of operations. Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional warrants were issued upon separation of the Units and only whole warrants will trade. Accordingly, unless a unit holder purchased at least two Units, they will not be able to receive or trade a whole warrant. The Public Warrants will become exercisable on the later of (a) 12 months from the closing of the Initial Public Offering and (b) 30 days after the completion of a Business Combination. The Company is not obligated to deliver any shares of Class A common stock pursuant to the exercise of a Public Warrant and has no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public Warrant is exercisable, and the Company is not obligated to issue any shares of Class A common stock upon exercise of a Public Warrant unless the share of Class A common stock issuable upon such Public 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 Public Warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the public warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A common stock until the public warrants expire or are redeemed, as specified in the public warrant agreement; provided that if the Class A common stock is at the time of any exercise of a public 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, the Company may, at its option, require holders of public warrants who exercise their public warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the shares of Class A common stock issuable upon exercise of the public warrants is not effective by the 60th business day after the closing of a Business Combination, public warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise public warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The redemption of the warrants is as follows: Redemption of warrants when the price per Class A 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 Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three 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 warrants when the price per Class A 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 • upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their 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 Class A common stock; • if, and only if, the last reported sale price of the Class A 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 • if the closing price of the 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 the Company sends the notice of redemption to the warrant holders is less than $18.00 per share, the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price and the “Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00” described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above under “Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants will be identical to the Public Warrants included in the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees (except for a number of shares of Class A common stock as described above under Redemption of warrants for Class A common stock). If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants. |
UNAUDITED COMMITMENTS AND CONTI
UNAUDITED COMMITMENTS AND CONTINGENCIES | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Oct. 15, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Commitments and Contingencies | 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 their ultimate disposition should not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. 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 their ultimate disposition should not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. | NOTE 8 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale. The holders will have the right to require us to register for resale these securities pursuant to a shelf registration under Rule 415 under the Securities Act. The holders of a majority of these securities will also be entitled to make up to three demands, plus short form registration demands, that we register such securities. In addition, the holders will be entitled to certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our Initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriter Agreement The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 3,150,000 additional Units to cover over-allotments at the Initial Public Offering price less the underwriting discount. The underwriters exercised the over-allotment option in full on January 24, 2022. The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $4,830,000 in the aggregate, paid upon the closing. In addition, the underwriters are entitled to a deferred fee of $0.40 per Unit, or $9,660,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement. On June 22, 2023, the Company and the underwriter entered into an agreement to reduce the deferred underwriter commission payable upon consummation of the Initial Business Combination from $9,660,000 to $3,622,500. In the event the funds available in the Trust Account upon the consummation of the Initial Business Combination are insufficient to pay the underwriter for the deferred underwriter commission, the Company will pay the underwriter, in cash, upon consummation of the Initial Business Combination, as a capital markets advisory fee, an amount equal to the difference between the deferred underwriting commission actually paid to the underwriter and $3,622,500 such that their total compensation from the deferred underwriting commission plus the capital markets advisory fee equals $3,622,500. As such, the Company has reduced the deferred underwriter fee payable on its condensed consolidated balance sheets to $3,622,500 as of September 30, 2023. Placement Agent Agreement On June 19, 2023, the Company engaged William Blair & Company, L.L.C. (“William Blair”) as co-placement agent with BTIG, LLC (“BTIG”) (together, the “Placement Agents”) in connection with the Company’s Initial Business Combination. If the Initial Business Combination is consummated, William Blair will be paid a success fee of $4,000,000. In the event a securities offering is consummated, the Company will pay the Placement Agents an aggregate placement fee of 5.00% of the total transaction consideration. No amounts have been accrued for as of September 30, 2023 as they are contingent on the consummation of the Initial Business Combination and securities offering. Business Combination Agreement On June 23, 2023 the Company announced that the Company, Merger Sub and Pinstripes, Inc., a Delaware corporation (“Pinstripes”), had entered into a Business Combination Agreement, dated as of June 22, 2023 (the “Pinstripes Agreement”). Pinstripes, Merger Sub and the Company are collectively referred to herein as the “Parties.” Pinstripes is an experiential dining and entertainment brand combining bistro, bowling, bocce and private event space. Pursuant to the Pinstripes Agreement, it is anticipated that (a) Merger Sub shall merge with and into Pinstripes (the “Merger”), with Pinstripes being the surviving corporation of the Merger (Pinstripes, in its capacity as the surviving company of the Merger, the “Post-Business Combination Surviving Company”), and as a result of which the Post-Business Combination Surviving Company will become a wholly owned subsidiary of the Company. The Merger and the other transactions contemplated by the Pinstripes Agreement are hereinafter referred to as the “Business Combination”. The Company initially filed a Registration Statement on Form S-4 with respect to the Business Combination with the SEC on September 11, 2023 and the Company anticipates that the Business Combination will close in the fourth quarter of 2023, following the receipt of the required approval by the Company’s stockholders and the fulfillment or waiver of other closing conditions. In accordance with the terms and subject to the conditions of the Pinstripes Agreement, at the effective time of the Merger, each outstanding share of common stock, par value $0.01 of Pinstripes (the “Pinstripes Common Stock”) (including shares of Pinstripes Common Stock resulting from the conversion of preferred stock of Pinstripes and excluding Dissenting Shares (as defined in the Pinstripes Agreement), any cancelled treasury shares and shares of Pinstripes Common Stock issued in connection with the conversion of the Series I Convertible Preferred Stock (as defined in the Pinstripes Agreement)) will be cancelled and extinguished and converted into the right to receive the number of shares of common stock, par value $0.0001 per share of the Company (the “Company Common Stock”) determined in accordance with the Pinstripes Agreement based on a pre-money equity value of Pinstripes of $429,000,000 and a price of $10 per share of Company Common Stock. The Series I Convertible Preferred Stock of Pinstripes will be converted into Pinstripes Common Stock immediately prior to the closing of the Business Combination (the “Closing”) and, at the effective time of the Merger, such resulting shares of Pinstripes Common Stock will be cancelled and extinguished and converted into the right to receive the number of shares of Company Common Stock determined in accordance with the Pinstripes Agreement based on an exchange ratio of 2.5 shares of Company Common Stock for each share of Pinstripes Common Stock resulting from the conversion of the Series I Preferred Stock of Pinstripes immediately prior to the Closing. On September 26, 2023, the Company, Merger Sub Inc., and Pinstripes entered into the Amended and Restated Business Combination Agreement, which amends and restates the Pinstripes Agreement (as so amended and restated, the “Amended Pinstripes Agreement”). Pursuant to the Amended Pinstripes Agreement: (a) the Company and Pinstripes revised the definition of “Equity Value”, from $429,000,000 to $379,366,110 and (b) the Company shall provide holders of common stock of Pinstripes prior to the closing of the Business Combination with an aggregate of 5 million shares of Class B common stock of the post-closing combined company, which shall be subject to certain vesting and forfeiture conditions and restrictions on transfer as implemented by the issuance of 2,500,000 shares of Series B-1 common stock of the post-closing combined company, par value $0.0001 per share and 2,500,000 shares of Series B-2 common stock of the post-closing combined company, par value $0.0001 per share, which shall convert into shares of Company Common Stock upon the satisfaction of certain vesting conditions (the “Earnout Shares”). The Earnout Shares shall be subject to vesting conditions and forfeiture as follows: (i) 50% of the Earnout Shares shall be issued as Series B-1 common stock of the post-closing combined company and shall vest and no longer be subject to forfeiture if the volume weighted average share price of the Company Common Stock equals or exceeds $12.00 per share for any 20 trading days within any consecutive 30-trading day period commencing five months after the closing of the Business Combination and (ii) 50% of the Earnout Shares shall be issued as shares of Series B-2 common stock of the post-closing combined company and shall vest and no longer be subject to forfeiture if the volume weighted average share price of the Company Common Stock equals or exceeds $14.00 per share for any 20 trading days within any consecutive 30-trading day period commencing five months after the closing of the Business Combination. Bridge Financing On June 22, 2023, concurrently with the execution of the Pinstripes Agreement, affiliates of the Sponsor entered into a securities purchase agreement with Pinstripes to provide $18.0 million of bridge financing in the form of Series I Convertible Preferred Stock of Pinstripes (the “Bridge Financing”). Since the initial closing of the Bridge Financing, affiliates of the Sponsor have provided $3,266,200 of additional financing to Pinstripes in the form of Series I Convertible Preferred Stock of Pinstripes. The shares of Series I Convertible Preferred Stock received by such affiliates will convert, pursuant to the terms of the Pinstripes Agreement, into shares of Company Common Stock in connection with the consummation of the Business Combination. Sponsor Letter Agreement On June 22, 2023, concurrently with the execution of the Pinstripes Agreement, the Company, the Sponsor, George Courtot, Bruce Lubin, Otis Carter, Kimberley Annette Rimsza, Matt Jaffee and Brett Biggs amended that certain letter agreement, dated as of January 19, 2022, by and among the Company and the parties thereto, and Pinstripes joined as a party to such letter agreement (the “Amended Sponsor Letter Agreement”), to take into account entry into the Pinstripes Agreement. The Amended Letter Agreement is included as Exhibit 10.1 hereto. Registration Rights Agreement At the closing of the Business Combination, it is anticipated that the Company, the Sponsor Parties and certain equityholders of Pinstripes will enter into an Amended and Restated Registration Rights Agreement, pursuant to which, among other things, the parties thereto will be granted customary registration rights with respect to shares of the post-Business Combination company. Security Holder Support Agreement On June 22, 2023, concurrently with the execution of the Pinstripes Agreement, the Company, Pinstripes and certain security holders of Pinstripes entered into security holder support agreements with respect to the Business Combination (the “Security Holder Support Agreement”). The Security Holder Support Agreement is included as Exhibit 10.2 hereto. Lockup Agreement On June 22, 2023, concurrently with the execution of the Pinstripes Agreement, the Company, Pinstripes and certain security holders of Pinstripes (the “Pinstripes Security Holders”) entered into a lockup agreement with respect to the Business Combination (the “Lockup Agreement”). The Lockup Agreement is included as Exhibit 10.3 hereto. Director Designation Agreement At the closing of the Business Combination, it is anticipated that the Company and Mr. Dale Schwartz will enter into Director Designation Agreement (the “Director Designation Agreement”). The form of the Director Designation Agreement is included as Exhibit 10.4 hereto. Non-Redemption Agreements The Company and the Sponsor entered into certain non-redemption agreements with certain unaffiliated third parties, pursuant to which the Sponsor agreed to transfer an aggregate of 1,018,750 shares of Class B common stock to such third parties immediately following consummation of an Initial Business Combination in exchange for the non-redemption of 4,075,000 shares of Class A common stock. The Company estimated the aggregate fair value of such 1,018,750 shares of Class B common stock transferable to certain unaffiliated third parties pursuant to the non-redemption agreements to be $893,000 or approximately $0.88 per share. The excess fair value of such Class B common stock, or $892,911, was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A (“SAB Topic 5A”). Accordingly, in substance, it was recognized by the Company as a capital contribution by the affiliates of the Sponsor to induce the unaffiliated third parties not to redeem their Class A common stock, with a corresponding charge to additional paid-in capital to recognize the fair value of the Class B common stock subject to transfer as an offering cost. | NOTE 8 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale. The holders will have the right to require us to register for resale these securities pursuant to a shelf registration under Rule 415 under the Securities Act. The holders of a majority of these securities will also be entitled to make up to three demands, plus short form registration demands, that we register such securities. In addition, the holders will be entitled to certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriter Agreement The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 3,150,000 additional Units to cover over-allotments at the Initial Public Offering price less the underwriting discount. The underwriters exercised the over-allotment option in full on January 24, 2022. The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $4,830,000 in the aggregate, paid upon the closing. In addition, the underwriters are entitled to a deferred fee of $0.40 per Unit, or $9,660,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
UNAUDITED FAIR VALUE MEASUREMEN
UNAUDITED FAIR VALUE MEASUREMENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
FAIR VALUE MEASUREMENTS | NOTE 9 — FAIR VALUE MEASUREMENTS Recurring Fair Value Measurements At September 30, 2023, the Company’s warrant liability was valued at $4,353,613. Under the guidance in ASC 815-40, the Public Warrants and the Private Placement Warrants do not meet the criteria for equity treatment. As such, the Public Warrants and the Private Placement Warrants must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each remeasurement, the valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The following table presents fair value information as of September 30, 2023, of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the private warrant liability is classified within Level 3 of the fair value hierarchy. The Company transferred the fair value of Public Warrants from a Level 3 measurement to a Level 1 measurement as a result of the Public Warrants detaching from the Units and becoming separately tradable: Public Warrants Private Placement Warrants Total Level 3 Financial Instruments Derivative warrant liabilities at December 31, 2022 $ — $ 298,000 $ 298,000 Change in fair value — 240,000 240,000 Level 3 derivative warrant liabilities at March 31, 2023 — 538,000 538,000 Change in fair value — 2,082,000 2,082,000 Level 3 derivative warrant liabilities at June 30, 2023 — 2,620,000 2,620,000 Change in fair value — (458,000) (458,000) Level 3 derivative warrant liabilities at September 30, 2023 $ — $ 2,162,000 $ 2,162,000 The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis at September 30, 2023: (Level 1) (Level 2) (Level 3) Assets Treasury securities held in trust account $ 42,423,610 $ — $ — Liabilities Public Warrants $ 2,191,613 $ — $ — Private Placement Warrants $ — $ — $ 2,162,000 The following table presents the changes in the fair value of derivative warrant liabilities for the three and nine months ended September 30, 2023: Public Private Warrant Derivative warrant liabilities as of December 31, 2022 $ 301,875 $ 298,000 $ 599,875 Change in fair value 212,520 240,000 452,520 Derivative warrant liabilities as of March 31, 2023 514,395 538,000 1,052,395 Change in fair value 2,142,105 2,082,000 4,224,105 Derivative warrant liabilities as of June 30, 2023 2,656,500 2,620,000 5,276,500 Change in fair value (464,888) (458,000) (922,888) Derivative warrant liabilities as of September 30, 2023 $ 2,191,613 $ 2,162,000 $ 4,353,616 Measurement The Company established the initial fair value for the warrants on January 24, 2022, the date of the consummation of the Company’s Initial Public Offering. The Company used a Monte Carlo simulation model to value the warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one-half of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B common stock, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to shares of Class A common stock subject to possible redemption (temporary equity), Class A common stock (permanent equity) and Class B common stock (permanent equity) based on their relative fair values at the initial measurement date. The key inputs into the Monte Carlo simulation model formula were as follows at September 30, 2023: Input Class B Common stock price $ 10.53 Exercise price $ 11.50 Risk-free rate of interest 4.55 % Volatility 0.001 % Term 5.17 Value of one warrant $ 0.182 Dividend yield 0.000 % On March 10, 2022, the Public Warrants detached from the Units and are separately tradable (NYSE: BYN.WS). As such, the fair value of the Public Warrants as of September 30, 2023, is based on the price of the Public Warrants at market close. The key inputs into the Monte Carlo simulation model formula were as follows at January 24, 2022: January 24, 2022 Input Public Private Common stock price $ 9.69 $ 9.69 Exercise price $ 11.50 $ 11.50 Risk-free rate of interest 1.61 % 1.61 % Volatility 10.85 % 10.86 % Term 6.00 6.00 Value of one warrant $ 0.62 $ 0.62 Dividend yield 0.00 % 0.00 % Non-recurring Fair Value Measurements In April 2023, the Company entered into non-redemption agreements with certain unaffiliated third parties (see Note 8). The Company accounts for the excess fair value of the Class B shares that will be transferred from the Sponsor to the unaffiliated third parties upon the consummation of the Initial Business Combination as an offering cost and a capital contribution by the Sponsor in accordance with SAB Topic 5A. The Company estimated the fair value of the 1,018,750 transferrable shares Class B common stock at $893,000, or $0.88 per share. The fair value of the Class B shares was determined by multiplying the underlying stock price of the Company’s Class A common stock by the estimated probability of the Initial Business Combination and applying a discount for lack of marketability. The Company utilized April 12, 2023 as the measurement date which reflects the execution date of the majority of non-redemption agreements. The following are the key inputs into the calculation at the measurement date: Input Private Common stock price $ 10.41 Estimated probability of the Initial Business Combination 10.00 % Volatility 40.00 % Risk-free rate 4.25 % Time to expiration 1.50 | NOTE 9 — FAIR VALUE MEASUREMENTS At December 31, 2022, the Company’s warrant liability was valued at $599,875. Under the guidance in ASC 815-40, the Public Warrants and the Private Placement Warrants do not meet the criteria for equity treatment. As such, the Public Warrants and the Private Placement Warrants must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The following table presents fair value information as of December 31, 2022, of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the private warrant liability is classified within Level 3 of the fair value hierarchy. The Company transferred the fair value of Public Warrants from a Level 3 measurement to a Level 1 measurement as a result of the Public Warrants detaching from the Units and becoming separately tradable: Public Private Placement Total Level 3 Derivative warrant liabilities at March 10, 2021 (inception) $ — $ — $ — Initial fair value at issuance 7,498,575 7,405,638 14,904,213 Transfer public warrant liability to Level 1 measurement (7,498,575) — (7,498,575) Change in fair value — (7,107,638) (7,107,638) Level 3 derivative warrant liabilities at December 31, 2022 $ — $ 298,000 $ 298,000 The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis at December 31, 2022: (Level 1) (Level 2) (Level 3) Assets Cash and marketable securities held in trust account $ 250,326,857 $ — $ — Liabilities Public Warrants $ 301,875 $ — $ — Private Placement Warrants $ — $ — $ 298,000 The following table presents the changes in the fair value of derivative warrant liabilities for the twelve months ended December 31, 2022: Public Private Warrant Derivative warrant liabilities as of January 1, 2022 $ — $ — $ — Initial fair value of warrant liabilities at January 24, 2022 7,498,575 7,405,638 14,904,213 Change in fair value (7,196,700) (7,107,638) (14,304,338) Derivative warrant liabilities as of December 31, 2022 $ 301,875 $ 298,000 $ 599,875 Measurement The Company established the initial fair value for the warrants on January 24, 2022, the date of the consummation of the Company’s Initial Public Offering. The Company used a Monte Carlo simulation model to value the warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one-half of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B common stock, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to shares of Class A common stock subject to possible redemption (temporary equity), Class A common stock (permanent equity) and Class B common stock (permanent equity) based on their relative fair values at the initial measurement date. The key inputs into the Monte Carlo simulation model formula were as follows at December 31, 2022: December 31, 2022 Input Public Private Common stock price $ — $ 10.21 Exercise price $ — $ 11.50 Risk-free rate of interest — % 3.95 % Volatility — % 0.00 % Term 0 5.25 Value of one warrant $ 0.03 $ 0.03 Dividend yield — % 0.00 % During the twelve ended December 31, 2022, the Public Warrants detached from the Units and are separately tradable (NYSE: BYN.WS). As such, the fair value of the Public Warrants as of December 31, 2022 is based on the price of the Public Warrants at market close. The key inputs into the Monte Carlo simulation model formula were as follows at January 24, 2022: January 24, 2022 Input Public Private Common stock price $ 9.69 $ 9.69 Exercise price $ 11.50 $ 11.50 Risk-free rate of interest 1.61 % 1.61 % Volatility 10.85 % 10.86 % Term 6.00 6.00 Value of one warrant $ 0.62 $ 0.62 Dividend yield 0.00 % 0.00 % |
UNAUDITED INCOME TAX
UNAUDITED INCOME TAX | 5 Months Ended | 12 Months Ended |
Oct. 15, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
INCOME TAX | Income Taxes The Company's full pretax income (loss) for the twelve weeks and twenty-four weeks ended October 15, 2023 and October 9, 2022 was from U.S. domestic operations. Our effective tax rate ("ETR") from continuing operations was (0.8)% and 0% for the twelve and twenty-four weeks ended October 15, 2023, and (1.5)% and 5.4% for the twelve and twenty-four weeks ended October 9, 2022, respectively, and consists of state income taxes. There were no significant discrete items recorded for the twelve weeks and twenty-four weeks ended October 15, 2023 and October 9, 2022, respectively. The components of income tax expense are as follows: Fiscal Year Ended April 30, 2023 April 24, 2022 April 25, 2021 Current: State and local $ 192 $ 38 $ 13 Total current 192 38 13 Income tax expense $ 192 $ 38 $ 13 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 years ended April 30, 2023, April 24, 2022, and April 25, 2021 due to the following (in thousands): Fiscal Year Ended April 30, 2023 April 24, 2022 April 25, 2021 U.S. federal provision at statutory tax rate $ (1,540) $ (2,075) $ (6,297) State income taxes, net of federal benefit (711) (762) (1,387) Permanent differences 102 140 148 PPP loan forgiveness (1,755) (573) — Stock compensation (12) (2) (29) Tax credits (157) (361) (255) Change in valuation allowance 4,265 3,671 7,833 Income tax expense $ 192 $ 38 $ 13 The effective tax rate for the years ended April 30, 2023, April 24, 2022, April 25, 2021 was approximately –2.6%, 0.4%, and 0%, respectively. 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 30, 2023 and April 24, 2022 are as follows (in thousands): April 30, 2023 April 24, 2022 Deferred tax assets: Accrued occupancy costs $ — $ 597 Amount due to customers 1,474 1,657 Operating lease liabilities 28,481 25,785 Section 163(j) limitation 1,481 1,017 Net operating losses 14,961 9,069 Tax credits 4,328 4,171 Other accrued liabilities 97 54 Stock compensation 271 223 Property and equipment - State 2,002 2,625 Property and equipment - Federal — 8,905 Other 3 3 Deferred tax assets 53,098 54,106 Valuation allowance (43,021) (38,756) Net deferred tax assets $ 10,077 $ 15,350 Deferred tax liabilities: Property and equipment $ (4,599) $ — Operating lease right-of-use assets (5,478) (15,350) Total deferred tax liabilities (10,077) (15,350) Net deferred tax liabilities $ — $ — As of April 30, 2023, the Company had federal and state net operating loss (NOL) carryforwards of $61.4 million and $61.3 million, respectively, resulting in an NOL deferred tax asset of $15.0 million. The federal NOLs generated prior to 2018 of $15.1 million, expire at various times between 2029 and 2038. The federal NOLs generated post tax reform (beginning in 2018) of $46.3 million can be carried forward indefinitely. As of April 30, 2023, the Company generated $61.3 million in state NOLs, and this amount is subject to various carryforward periods; the state NOLs will expire at various times between 2024 and 2043. 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 years ended April 30, 2023, April 24, 2022 and April 25, 2021, was an increase of $4.3 million, $3.7 million and $7.8 million, respectively. The fiscal year 2023 and fiscal year 2022 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 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 years ended April 30, 2023 and April 24, 2022, 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 30, 2023 and April 24, 2022, the Company recorded no accrued interest and penalties related to unrecognized tax benefits due to available income tax attribute carryforwards. 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 2019 to the present for federal, and 2019 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 10 — INCOME TAX The Company’s net deferred tax assets at December 31, 2022 and 2021 is as follows: December 31, 2022 2021 Deferred tax assets Capitalized start-up costs $ 329,224 $ 4,009 Net operating loss carryforwards — 2,334 Total deferred tax assets 329,224 6,343 Valuation allowance (317,149) (6,343) Deferred tax liabilities Accrued expenses & other (12,075) — Total deferred tax liabilities (12,075) — Net deferred tax assets $ — — The components of the income tax provision for the years ended December 31, 2022 and 2021 is as follows: December 31, 2022 2021 Current expense Federal $ 783,546 — State — — Deferred benefit Federal (312,476) (4,673) State 1,670 (1,670) Change in Valuation Allowance 310,806 6,343 Income tax expense $ 783,546 — As of December 31, 2022, the Company has no state or federal net operating loss carryforwards. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2022, and for the period from March 10, 2021 (inception) through December 31, 2021, the change in the valuation allowance was $310,806 and $6,343, respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021is as follows: December 31, 2022 2021 Statutory U.S. federal income tax rate 21.00 % 21.00 % Change in fair value of warrant liabilities (18.15) % 0.00 % State taxes, net of federal tax benefit (0.01) % 7.51 % Change in valuation allowance 1.88 % (28.51) % Income tax provision 4.74 % 0.00 % The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to changes in state taxes, net of federal tax benefit, and the recording of full valuation allowances on deferred tax assets. The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns since inception remain open and subject to examination. The Company considers Delaware to be a significant state tax jurisdiction. |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Oct. 15, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | Nature of Business Pinstripes, Inc. (“Pinstripes”, the "Company", “we”, “us, or “our”) was formed for the purpose of operating and expanding a unique entertainment and dining concept. The Company has 13 locations in nine 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. | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Banyan Acquisition Corporation (the “Company”) is a blank check company incorporated in Delaware on March 10, 2021. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Initial Business Combination”). As of September 30, 2023, the Company had not commenced any operations. All activity for the period from March 10, 2021 (inception) through September 30, 2023, relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and pursuit of an Initial Business Combination. The Company will not generate any operating revenues until after the completion of an Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of unrealized gains and interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. Panther Merger Sub Inc. is a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”) with no activity. Financing The registration statement for the Company’s Initial Public Offering was declared effective on January 19, 2022. On January 24, 2022, the Company consummated its Initial Public Offering of 24,150,000 Units (the “Units”), each of which consisted of one-half of one redeemable warrant and one share of Class A common stock (the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $241,500,000, which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 11,910,000 Private Placement Warrants (the “Private Placement Warrants”) to Banyan Acquisition Sponsor LLC (the “Sponsor”), BTIG, LLC and I-Bankers Securities, Inc., at an exercise price of $1.00 per Private Placement Warrant, for an aggregate of $11,910,000. Following the closing of the Initial Public Offering on January 24, 2022, $246,330,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”), located in the United States which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of an Initial Business Combination, (ii) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination by December 24, 2023 (the “Combination Period”). At a reconvened special meeting of stockholders held on April 21, 2023 (the “Special Meeting”), the Company’s stockholders approved, and the Company subsequently adopted, (x) an amendment to the Company’s amended and restated certificate of incorporation (the “Charter Amendment”), which provided that (i) the Company shall have the option to extend the period by which it must complete an Initial Business Combination by eight months, from April 24, 2023 to December 24, 2023 (the “Extension Option”), and (ii) that each of the holders of shares of the Company’s Class B common stock shall have the right at any time to convert any and all of their shares of the Company’s Class B common stock to shares of the Company’s Class A common stock on a one-for-one basis prior to the closing of an Initial Business Combination, at the election of such holder and (y) an amendment to the Investment Management Trust Agreement (the “Trust Amendment”), which provided that the Company shall have the right to extend the period by which it must complete an Initial Business Combination by eight months, from April 24, 2023 to December 24, 2023, without having to make any payment to the Trust Account. Additionally, in connection with the Special Meeting, the Company and the Sponsor entered into certain non-redemption agreements with certain unaffiliated third parties, pursuant to which the Sponsor agreed to transfer an aggregate of 1,018,750 shares of Class B common stock to such third parties immediately following consummation of an Initial Business Combination if such third parties continued to hold certain amounts of Class A common stock through the closing of the Special Meeting and assuming the Charter Amendment and the Trust Amendment were adopted. In connection with the stockholders’ vote at the Special Meeting, holders of 20,151,313 shares of Class A common stock exercised their right to redeem their shares for cash at an approximate price of $10.42 per share, which resulted in an aggregate payment to such redeeming holders of $210,031,815. As of September 30, 2023 (and inclusive of the payment referenced in the preceding sentence), the Trust Account balance was $42,423,610. The Charter Amendment and the Trust Amendment received the requisite votes at the Special Meeting and were subsequently adopted by the Company. On April 21, 2023, the Company filed the Charter Amendment with the Secretary of State for the State of Delaware. On April 21, 2023, the Company exercised the Extension Option, extending the time allotted to complete an Initial Business Combination by eight months, from April 24, 2023 to December 24, 2023. On April 21, 2023, pursuant to the terms of the Charter Amendment, the Sponsor converted 2,000,000 shares of Class B common stock held by it on a one-for-one basis into shares of Class A common stock with immediate effect. Following such conversion and taking into account the redemptions described above, there are 5,998,687 shares of Class A common stock issued and outstanding and 5,245,000 shares of Class B common stock issued and outstanding as of the date hereof. Risks and Uncertainties In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements, and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from whom shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. On April 21, 2023, the Company’s stockholders redeemed 20,151,313 Class A shares for a total of $210,031,815 in connection with the stockholder vote to approve the Company’s extension. The Company evaluated the classification and accounting of the stock redemption under ASC 450, “Contingencies”. ASC 450 states that when a loss contingency exists, the likelihood that the future events will confirm the loss or impairment of an asset or the incurrence of a liability can range from probable to remote. A contingent liability must be reviewed at each reporting period to determine appropriate treatment. The Company evaluated the current status and probability of completing an Initial Business Combination as of September 30, 2023 and determined that a contingent liability should be calculated and recorded. As of September 30, 2023, the Company recorded $2,100,318 of excise tax liability calculated as 1% of shares redeemed. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. Liquidity, Capital Resources and Going Concern As of September 30, 2023, the Company had $304,554 in operating cash and a working capital deficit of $6,289,130. The Company’s liquidity needs up to September 30, 2023, had been satisfied through a payment from the Sponsor of $25,000 for Class B common stock, par value $0.0001 per share (“Class B common stock” and shares thereof, “Founder Shares”), the Initial Public Offering and the issuance of the Private Placement Warrants. Additionally, the Company drew on unsecured promissory notes to pay certain offering costs (see Note 5). The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. Although no formal agreement exists, the Sponsor has agreed to extend Working Capital Loans as needed (defined in Note 5 below). Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction and reducing overhead expenses. The Company cannot provide any assurance that (i) new financing will be available to it on commercially acceptable terms, if at all, or (ii) its plans to consummate an Initial Business Combination will be successful. In addition, management is currently evaluating the impact of the Russia/Ukraine war and its effect on the Company’s financial position, results of its operations and/or search for a target company. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern through the end of the Combination Period on December 24, 2023. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Banyan Acquisition Corporation (the “Company”) is a blank check company incorporated in Delaware on March 10, 2021. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”). As of December 31, 2022, the Company had not commenced any operations. All activity for the period from March 10, 2021 (inception) through December 31, 2022 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and pursuit of a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of unrealized gains and interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. Financing The registration statement for the Company’s Initial Public Offering was declared effective on January 19, 2022. On January 24, 2022, the Company consummated its Initial Public Offering of 24,150,000 Units at $10.00 per Unit, generating gross proceeds of $241,500,000, which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 11,910,000 Private Placement Warrants (the “Private Placement Warrants”) to Banyan Acquisition Sponsor LLC (the “Sponsor”), BTIG, LLC and I-Bankers Securities, Inc., at an exercise price of $1.00 per Private Placement Warrant, for an aggregate of $11,910,000. Following the closing of the Initial Public Offering on January 24, 2022, $246,330,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”), located in the United States which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 15 months from January 24, 2022 (or up to 21 months from January 24, 2022 if the Company extends the time to complete a business combination) (the “Combination Period”), the closing of the Initial Public Offering. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. Liquidity, Capital Resources and Going Concern As of December 31, 2022, the Company had $510,893 in operating cash and a working capital deficit of $(454,877). Working capital deficit excludes amounts for marketable securities held in the Trust Account and the deferred underwriters fee payable. The Company’s liquidity needs up to December 31, 2022 had been satisfied through a payment from the Sponsor of $25,000 for Class B common stock, par value $0.0001 per share (“Class B common stock” and shares thereof, “Founder Shares”), the Initial Public Offering and the issuance of the Private Placement Warrants. Additionally, the Company drew on an unsecured promissory note to pay certain offering costs (see Note 5). The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. Although no formal agreement exists, the Sponsor has agreed to extend Working Capital Loans as needed (defined in Note 5 below). Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that (i) new financing will be available to it on commercially acceptable terms, if at all, or (ii) that its plans to consummate an initial Business Combination will be successful. In addition, management is currently evaluating the impact of the COVID-19 pandemic and its effect on the Company’s financial position, results of its operations and/or search for a target company. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern through the end of the Combination Period on April 24, 2023 (without extensions), at which point the Company will be subject to mandatory liquidation, which is within twelve months of the issuance of these financial statements. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statement is prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering, as filed with the SEC on January 24, 2022, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on March 10, 2022 and the Company’s Annual Report filed on Form 10-K as filed with the SEC on March 31, 2023. The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any future periods. The Company’s condensed financial statements are presented on a consolidated basis with Merger Sub, as it is a wholly owned subsidiary. Merger Sub does not have activity as of September 30, 2023. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $304,554 and $510,893 of operating cash and no cash equivalents as of September 30, 2023 and December 31, 2022, respectively. Offering Costs The Company complies with the requirements of the Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs are charged to stockholders’ equity or the statement of operations based on the relative value of the Public Warrants (as defined below) and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the Initial Public Offering. Accordingly, on January 24, 2022, offering costs totaled $15,147,955 (consisting of $4,830,000 of underwriting fees, $9,660,000 of deferred underwriting fees and $657,955 of actual offering costs, with $500,307 included in accumulated deficit as an allocation for the Public Warrants and the Private Placement Warrants, and $14,647,648 included in additional paid-in capital). Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed federally insured limits. Exposure to cash and cash equivalents credit risk is reduced by placing such deposits with major financial institutions and monitoring their credit ratings. At September 30, 2023, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Warrant Liability The Company expects to account for warrants for the Company’s common stock that are not indexed to its own shares as liabilities at fair value on the balance sheet once issued. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) will be classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock includes certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. On April 21, 2023, the Company’s stockholders redeemed 20,151,313 Class A shares for a total of $210,031,815, resulting in 3,998,687 Class A shares outstanding subsequent to the redemptions. As of September 30, 2023 and December 31, 2022, there were 3,998,687 and 24,150,000 shares of Class A common stock subject to possible redemption issued or outstanding, respectively. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. On January 24, 2022, the Company recorded an accretion amount of $26,976,223, $4,528,638 of which was recorded in additional paid-in capital and $22,447,585 was recorded in accumulated deficit. The Company has subsequently recorded additional remeasurements of $6,125,425 and a reduction of $210,031,815 related to Class A stockholder redemptions to remeasure the value of Class A common stock subject to possible to redemption to its redemption value of $42,423,610 as of September 30, 2023. Class A common stock subject to possible redemption is reflected on the condensed consolidated balance sheet at September 30, 2023 and December 31, 2022, as follows: Gross proceeds from initial public offering $ 241,500,000 Less: Fair value allocated to public warrants (7,498,575) Offering costs allocated to Class A common stock subject to possible redemption (14,647,648) Plus: Remeasurement on Class A common stock subject to possible redemption 30,973,080 Class A common stock subject to possible redemption, December 31, 2022 250,326,857 Remeasurement on Class A common stock subject to possible redemption 813,105 Class A common stock subject to possible redemption, March 31, 2023 251,139,962 Redemption of Class A common stock (210,031,815) Remeasurement on Class A common stock subject to possible redemption 1,082,415 Class A common stock subject to possible redemption, June 30, 2023 42,190,562 Remeasurement on Class A common stock subject to possible redemption 233,048 Class A common stock subject to possible redemption, September 30, 2023 $ 42,423,610 Income Taxes The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under the asset and liability method, as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liability is settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the operation of statement in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. There were no unrecognized tax benefits as of September 30, 2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Internal Revenue Service charged the Company a $30,821 penalty for failure to pay proper estimated 2022 taxes. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next 12 months. Net Income (Loss) Per Share of Common Stock Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Shares of common stock subject to possible redemption at September 30, 2023, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income (loss) per common stock since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not included the Public Warrants and the Private Placement Warrants in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events, and the inclusion of such warrants would be anti-dilutive. As a result, diluted net income (loss) per share of common stock is the same as basic net income (loss) per share of common stock for the periods presented. The Company’s statement of operations includes a presentation of net income (loss) per share of common stock subject to possible redemption and allocates the net income (loss) into the two classes of shares in calculating net income (loss) per common stock, basic and diluted. For redeemable Class A common stock, net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average number of shares of Class A common stock subject to possible redemption outstanding since original issuance. For non-redeemable Class A and Class B common stock, net income (loss) per share is calculated by dividing the net income (loss) by the weighted average number of shares of non-redeemable Class A and Class B common stock outstanding for the period. Non-redeemable Class A common stock includes 2,000,000 of Class B common stock that the Company converted on a one-for one basis into Class A common stock on April 21, 2023 (see Note 6), as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. Non-redeemable Class B common stock includes the Founder Shares, as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. As of September 30, 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. The following table reflects the calculation of basic and diluted net loss per share of common stock (in dollars, except per share amounts): For the Three Months Ended 2023 2022 Class A common stock subject to possible redemption Numerator: (Loss) income attributable to Class A common stock subject to possible redemption Net (loss) income $ (38,672) $ 1,754,851 Denominator: Weighted average Class A common stock subject to possible redemption (38,672) 1,754,851 Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 3,998,687 24,150,000 Basic and diluted net (loss) income per share, Class A common stock subject to possible redemption $ (0.01) $ 0.07 Non-Redeemable Class A and Class B common stock Numerator: Net (loss) income Net (loss) income $ (70,066) $ 526,455 Denominator: Weighted average non-redeemable Class A and Class B common stock (70,066) 526,455 Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B common stock 7,245,000 7,245,000 Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock $ (0.01) $ 0.07 For the Nine Months Ended 2023 2022 Class A common stock subject to possible redemption Numerator: Income attributable to Class A common stock subject to possible redemption Net (loss) income $ (3,369,552) $ 9,923,259 Denominator: Weighted average Class A common stock subject to possible redemption (3,369,552) 9,923,259 Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 12,192,078 22,115,385 Basic and diluted net (loss) income per share, Class A common stock subject to possible redemption $ (0.28) $ 0.45 Non-Redeemable Class A and Class B common stock Numerator: Net (loss) income Net (loss) income $ (2,002,317) $ 3,250,859 Denominator: Weighted average non-redeemable Class A and Class B common stock (2,002,317) 3,250,859 Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B common stock 7,245,000 7,245,000 Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock $ (0.28) $ 0.45 Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board issued ASU No. 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. We are currently assessing the impact, if any, that ASU 2020-06 would have on our financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements. | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $510,893 and $54,057 of operating cash and no cash equivalents as of December 31, 2022 and 2021, respectively. Offering Costs The Company complies with the requirements of the Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs are charged to stockholders’ equity or the statement of operations based on the relative value of the Public Warrants (as defined below) and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the Initial Public Offering. Accordingly, on January 24, 2022, offering costs totaled $15,147,955 (consisting of $4,830,000 of underwriting fees, $9,660,000 of deferred underwriting fees and $657,955 of actual offering costs, with $500,307 included in accumulated deficit as an allocation for the Public Warrants and the Private Placement Warrants, and $14,647,648 included in additional paid-in capital). Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed federally insured limits. Exposure to cash and cash equivalents credit risk is reduced by placing such deposits with major financial institutions and monitoring their credit ratings. At December 31, 2022, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Warrant Liability The Company expects to account for warrants for the Company’s common stock that are not indexed to its own shares as liabilities at fair value on the balance sheet once issued. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) will be classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock includes certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. As of December 31, 2022 and 2021, there were 24,150,000 and zero shares of Class A common stock subject to possible redemption issued or outstanding, respectively. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. On January 24, 2022, the Company recorded an accretion amount of $26,976,223, $4,528,638 of which was recorded in additional paid-in capital and $22,447,585 was recorded in accumulated deficit. The Company has subsequently recorded additional remeasurements of $3,996,857 to remeasure the value of Class A common stock subject to possible to redemption to its redemption value of $250,326,857. Class A common stock subject to possible redemption is reflected on the balance sheet at December 31, 2022 as follows: Gross proceeds from initial public offering $ 241,500,000 Less: Fair value allocated to public warrants (7,498,575) Offering costs allocated to Class A common stock subject to possible redemption (14,647,648) Plus: Re-measurement on Class A common stock subject to possible redemption 30,973,080 Class A common stock subject to possible redemption, December 31, 2022 $ 250,326,857 Income Taxes The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under the asset and liability method, as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liability is settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the operation of statement in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. There were no unrecognized tax benefits as of December 31, 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) Per Share of Common Stock Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Shares of common stock subject to possible redemption at December 31, 2022, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income (loss) per common stock since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not included the Public Warrants and the Private Placement Warrants in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted net income (loss) per share of common stock is the same as basic net income (loss) per share of common stock for the periods presented. The Company’s statement of operations includes a presentation of net income (loss) per share of common stock subject to possible redemption and allocates the net income (loss) into the two classes of shares in calculating net income (loss) per common stock, basic and diluted. For redeemable Class A common stock, net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average number of shares of Class A common stock subject to possible redemption outstanding since original issuance. For non-redeemable Class B common stock, net income (loss) per share is calculated by dividing the net income (loss) by the weighted average number of shares of non-redeemable Class B common stock outstanding for the period. Non-redeemable Class B common stock includes the Founder Shares, as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. As of December 31, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. The following table reflects the calculation of basic and diluted net loss per share of common stock (in dollars, except per share amounts): Twelve Months 2022 2021 Class A common stock subject to possible redemption Numerator: Income attributable to Class A common stock subject to possible redemption Net income $ 11,937,823 $ — Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 22,604,795 — Basic and diluted net income per share, Class A common stock subject to possible redemption $ 0.53 $ — Non-Redeemable Class B common stock Numerator: Income attributable to non-redeemable Class B common stock Net income (loss) $ 3,826,158 $ (22,252) Denominator: Weighted average non-redeemable Class B common stock Basic and diluted weighted average shares outstanding, non-redeemable Class B common stock 7,245,000 6,300,000 Basic and diluted net income (loss) per share, non-redeemable Class B common stock $ 0.53 $ 0.00 Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board issued ASU No. 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. We are currently assessing the impact, if any, that ASU 2020-06 would have on our financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
INITIAL PUBLIC OFFERING | ||
INITIAL PUBLIC OFFERING | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering on January 24, 2022, the Company sold 24,150,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half of one warrant (“Public Warrant”). Each whole Public Warrant is anticipated to entitle the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6). An aggregate of $10.20 per Unit sold in the Initial Public Offering was held in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering on January 24, 2022, the Company sold 24,150,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half of one warrant (“Public Warrant”). Each whole Public Warrant is anticipated to entitle the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6). An aggregate of $10.20 per Unit sold in the Initial Public Offering was held in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
PRIVATE PLACEMENT | ||
PRIVATE PLACEMENT | NOTE 4 — PRIVATE PLACEMENT The Company entered into an agreement with the Sponsor and the underwriters pursuant to which the Sponsor and underwriters purchased an aggregate of 11,910,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, generating $11,910,000 in the aggregate in a private placement that occurred simultaneously with the closing of the Initial Public Offering. Each Private Placement Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 6). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete an Initial Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. | NOTE 4 — PRIVATE PLACEMENT The Company entered into an agreement with the Sponsor and the underwriters pursuant to which the Sponsor and underwriters purchased an aggregate of 11,910,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, generating $11,910,000 in the aggregate in a private placement that occurred simultaneously with the closing of the Initial Public Offering. Each Private Placement Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 6). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Oct. 15, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |||
Related Party Transactions | Related Party Transactions For the twelve and twenty-four weeks ended October 15, 2023 and October 9, 2022, 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 $10 and $21, and $1,367 and $4,119, respectively. As of October 15, 2023 and April 30, 2023, $1,742 and $1,911 due to this related party is included in accounts payable within the condensed consolidated balance sheets, respectively. For the fiscal years ended April 30, 2023, April 24, 2022 and April 25, 2021, 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 $6,553, $1,043, and $576, respectively. As of April 30, 2023 and April 24, 2022, $1,911 and $837 due to this related party is included in accounts payable within the Consolidated Balance Sheets, respectively. | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares In March 2021, the Sponsor purchased 8,625,000 Founder Shares for an aggregate purchase price of $25,000 and an aggregate of 142,500 of such Founder Shares were subsequently transferred to our independent directors, executive officers and special advisor and other third parties. The fair value of the shares transferred is de minimis. On November 30, 2021, the Sponsor surrendered 1,725,000 Founder Shares as a result of changes to the terms of the Initial Public Offering, resulting in the Sponsor owning 6,900,000 Founder Shares. On January 19, 2022, the Company issued an additional 345,000 shares of Class B common stock pursuant to a stock split for no additional consideration as a result of the upsize to the Company’s Initial Public Offering (see Note 6). The number of Founder Shares outstanding collectively represents approximately 23% of the Company’s issued and outstanding shares after the Initial Public Offering. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of an Initial Business Combination or (B) subsequent to an Initial Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after an Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Promissory Note — Related Party In March 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and was due upon the consummation of the Initial Public Offering. On January 24, 2022, the Company paid $289,425, the full amount outstanding under the Promissory Note, to the Sponsor. Convertible Promissory Notes – Related Parties On June 1, 2023, the Company entered into promissory note agreements with certain related parties (the “Related Party Promissory Notes”), pursuant to which the Company could borrow up to an aggregate principal amount of $2,000,000. The Related Party Promissory Notes are non-interest bearing and are due upon the consummation of the consummation of an Initial Business Combination. If an Initial Business Combination is not consummated, the Related Party Promissory Notes are only repaid solely to the extent the Company has funds available to it outside of the Trust Account, and that all other amounts will be contributed to capital, forfeited, eliminated or otherwise forgiven or eliminated. Upon consummation of an Initial Business Combination, the payees have the option, but not the obligation, to convert up to an aggregate $1,500,000 of the total outstanding principal amounts of the Related Party Promissory Notes, in whole or in part, into warrants of the Company (each, a “Warrant”) at a price of $1.00 per Warrant. Each Warrant is exercisable for one share of Class A common stock, $0.0001 par value per share, of the Company. The Warrants will be identical to the Private Placement Warrants issued to the Sponsor at the time of the Company’s Initial Public Offering. As of September 30, 2023 and December 31, 2022, there was $506,000 and $0 outstanding under the Related Party Promissory Notes, respectively. The Company determined that the fair value of the conversion option is de minimis as of the date of the promissory note draws through September 30, 2023. As such, the Company has recorded the Related Party Promissory Notes balance at amortized cost on the balance sheets. Related Party Loans In addition, in order to finance transaction costs in connection with an Initial Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). The Working Capital Loans would either be repaid upon consummation of an Initial Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans, or up to an aggregate of $4,830,000 of such Working Capital Loans with respect to funded extension periods, may be convertible into warrants at a price of $1.00 per warrant, of the post-Business Combination entity. If the Company completes an Initial Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that an Initial Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The warrants would be identical to the Private Placement Warrants. As of September 30, 2023 and December 31, 2022, there was $506,000 and $0 outstanding under the Working Capital Loans as the Related Party Promissory Notes entered into on June 1, 2023 are Working Capital Loans. Support Services Agreement Commencing on the listing date, the Company agreed to pay the Sponsor pursuant to a support services agreement a total of $10,000 per month for office space provided to the Company. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company’s contractual obligation under the support services agreement to pay these monthly fees will cease. For the three and nine months ended September 30, 2023, the Sponsor permanently waived its right to receive such fees from the Company. The Sponsor expects to continue to permanently waive its rights to receive such fees in future periods. | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares In March 2021, the Sponsor purchased 8,625,000 Founder Shares for an aggregate purchase price of $25,000 and an aggregate of 142,500 of such Founder Shares were subsequently transferred to our independent directors, executive officers and special advisor and other third parties. The fair value of the shares transferred is de minimis. On November 30, 2021, the Sponsor surrendered 1,725,000 Founder Shares as a result of changes to the terms of the Initial Public Offering, resulting in the Sponsor owning 6,900,000 Founder Shares. On January 19, 2022, the Company issued an additional 345,000 shares of Class B common stock pursuant to a stock split for no additional consideration as a result of the upsize to the Company’s Initial Public Offering (see Note 6). The number of Founder Shares outstanding collectively represents approximately 23% of the Company’s issued and outstanding shares after the Initial Public Offering. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock reorganizations, recapitalizations and the like) for any 20 trading days within any 30- trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Promissory Note — Related Party In March 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and was due upon the consummation of the Initial Public Offering. On January 24, 2022, the Company paid $289,425, the full amount outstanding under the Promissory Note, to the Sponsor. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,800,000 of such Working Capital Loans, or up to an aggregate of $4,830,000 of such Working Capital Loans with respect to funded extension periods, may be convertible into warrants at a price of $1.00 per warrant, of the post-Business Combination entity. If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The warrants would be identical to the Private Placement Warrants. As of December 31, 2022 and 2021, there were no amounts outstanding under the Working Capital Loans. Support Services Agreement Commencing on the listing date, the Company agreed to pay the Sponsor pursuant to a support services agreement a total of $10,000 per month for office space provided to the Company. Upon completion of the initial Business Combination or the Company’s liquidation, the Company’s contractual obligation under the support services agreement to pay these monthly fees will cease. For twelve months ended December 31, 2022, the Sponsor permanently waived its right to receive such fees from the Company. The Sponsor expects to continue to permanently waive its rights to receive such fees in future periods. |
STOCKHOLDERS' (DEFICIT) EQUITY
STOCKHOLDERS' (DEFICIT) EQUITY | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Oct. 15, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |||
STOCKHOLDERS' (DEFICIT) EQUITY | Warrants As of October 15, 2023, outstanding warrants were as follows: Warrants Number of Warrants Weighted-Average Exercise Price Outstanding at April 30, 2023 483,649 $ 1.31 Granted 48,530 0.01 Expired — — Outstanding as of October 15, 2023 532,179 $ 1.19 In fiscal year 2023, the Company issued 267,000 warrants to Silverview Credit Partners LP (“Silverview”), recorded at fair value in additional paid-in capital within the condensed consolidated balance sheet of $1,712, net of issuance costs. Upon surrender of these warrants, the holder is entitled to purchase one share of the Company’s common stock at $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 and fair value of $10. On August 1, 2023, the Company and Silverview amended and restated a warrant agreement to correct the number of shares of common stock Silverview is 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 remain issued. Under the term loan agreement, the Company is contractually obligated to issue a specified number of warrants to Silverview in the event the Company elects to exercise its right to obtain additional funding from Silverview under the Tranche 2 loan agreement. Therefore, the remaining warrants, are considered contingently issuable and the contingency is satisfied when a draw on Tranche 2 occurs. As a result of the amended and restated warrant agreement, 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 is satisfied, the respective warrant shares will be considered indexed to the Company’s common stock and qualify for equity classification under the derivative scope exception provided by 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 Tranche 2 loan commitment on July 27, 2023 (see Note 4). As of August 1, 2023, 179,272 shares were considered issued warrants and 87,728 shares were considered contingently issuable warrants. For accounting purposes, all 267,000 warrants were still considered issued and outstanding. On September 29, 2023, the Company issued 11,443 warrants in exchange for the issuance of borrowing $1,500 under the Tranche 2 loan. As the contingency was satisfied for these warrants, $173 was reclassed from the warrant liability to additional paid-in-capital. As of October 15, 2023, the Company recorded a warrant liability of $1,049 in other accrued liabilities for 76,285 of the Silverview contingently issuable warrants. In April 2023 and July 2023, the Company also issued 111,619 and 48,530 warrants, respectively, to Granite Creek Capital Partners LLC (“Granite Creek”) in connection with its equipment loan agreements. The lender has the right to require the Company 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 require liability classification in accordance with ASC 480, and as a result, recorded a warrant liability of $1,925 and $2,202 in other accrued liabilities as of April 30, 2023 and October 15, 2023, respectively. In determining the fair value of the Granite Creek warrants and Silverview contingently issuable warrants as of October 15, 2023, the Company utilized the intrinsic value valuation method using level 3 inputs consisting of the fair value of common stock as of October 15, 2023 less the exercise price of $0.01 for Silverview and previously issued Granite Creek warrants and less the exercise price of $0.001 for the Granite Creek warrants issued in July 2023. The Company adjusts the warrants to fair value at each reporting period. During the twenty-four weeks ended October 15, 2023, the change in the fair value was as follows: Warrant liability as of April 30, 2023 $ 1,925 Change in fair value 409 Warrant liability as of July 23, 2023 $ 2,334 Granted to Granite Creek 1,015 Reclassification of liability-classified warrants 1,834 Issuance of contingently issuable shares (173) Change in fair value (1,759) Warrant liability as of October 15, 2023 $ 3,251 The change in fair value of the warrant is reported on a separate line item in the unaudited condensed consolidated statement of operations. Upon surrender of these warrants, the holder is entitled to purchase one share of the Company’s common stock at $0.01. All outstanding warrants expire at the earlier of 10 years from the date of issuance (various dates during fiscal years 2024 through 2033) or upon consummation of an initial public offering by the Company or certain other company transactions and are exercisable as of October 15, 2023, excluding the contingently issuable warrants. As of April 30, 2023, April 24, 2022, and April 25, 2021, outstanding warrants were as follows: Warrants Number of Warrants Weighted-Average Exercise Price Outstanding at April 26, 2020 186,797 $ 3.45 Outstanding at April 25, 2021 186,797 $ 3.45 Exercised (55,791) 1.00 Outstanding at April 24, 2022 131,006 $ 4.49 Granted 386,119 0.20 Expired (33,476) 1.00 Outstanding at April 30, 2023 483,649 $ 1.31 In fiscal year 2023 the Company issued 267,000 warrants to Silverview Credit Partners LP, recorded at fair value in additional paid-in capital within the Consolidated Balance sheet of $1,712, net of issuance costs (see Note 9). Upon surrender of these warrants, the holder is entitled to purchase one share of the Company’s common stock at $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 and fair value of $10. In April 2023, the Company also issued 111,619 warrants to Granite Creek Capital Partners LLC in connection with its equipment loan agreement. The lender has the right to require the Company 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 require liability classification in accordance with ASC 480, and as a result, recorded a warrant liability of $1,925 in other accrued liabilities (see Note 6). In determining fair value at issuance date on April 19, 2023, the Company utilized the intrinsic value valuation method using level 3 inputs consisting of the fair value of common stock as of April 30, 2023 less the exercise price of $0.01. The Company adjusts the warrants to fair value at each reporting period. Upon surrender of these warrants, the holder is entitled to purchase one share of the Company’s common stock at $0.01. | NOTE 6 — STOCKHOLDERS’ (DEFICIT) EQUITY Preferred stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding. Class A common stock — The Company is authorized to issue 240,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. On April 21, 2023, Class A stockholders redeemed 20,151,313 shares of Class A common stock subject to possible redemption in connection with the stockholder vote to approve the Company’s Extension Option. On April 21, 2023, the Sponsor converted 2,000,000 shares of Class B common stock into 2,000,000 shares of Class A common stock on a one-for-one basis. The 2,000,000 converted shares Class A common stock do not have any redemption features and do not participate in the income earned on the Trust Account. At September 30, 2023 and December 31, 2022, there were 2,000,000 and no shares of Class A common stock issued and outstanding, respectively, excluding 3,998,687 and 24,150,000 shares of Class A common stock subject to possible redemption, respectively. Class B common stock — The Company is authorized to issue 60,000,000 shares of Class B common stock with a par value of $0.0001 per share. In March 2021, the Sponsor purchased 8,625,000 shares of Class B common stock for an aggregate purchase price of $25,000 and an aggregate of 142,500 of such shares Founder Shares were subsequently transferred to our independent directors, executive officers and special advisor and other third parties. On November 30, 2021, the Sponsor surrendered 1,725,000 shares of Class B common stock as a result of changes to the terms of the Initial Public Offering. On January 19, 2022, the Company issued an additional 345,000 shares of Class B common stock pursuant to a stock split for no additional consideration as a result of the upsize to the Company’s Initial Public Offering. Share amounts and related information have been retrospectively restated for the share surrender and stock split. On April 21, 2023, the Sponsor converted 2,000,000 shares of Class B common stock into 2,000,000 shares of Class A common stock on a one-for-one basis. Thus, as of September 30, 2023 and December 31, 2022, the Company presented 5,245,000 and 7,245,000 shares of Class B common stock issued and outstanding on the balance sheet, respectively. With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our Initial Business Combination, except as required by law, holders of our Founder Shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. However, prior to the consummation of the Initial Business Combination, holders of the Class B common stock will have the right to elect all of the Company’s directors and may remove members of the board of directors for any reason. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of an Initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of an Initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, subject to adjustment for stock splits, stock dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like, in the aggregate, on an as-converted basis, 23% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with an Initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in an Initial Business Combination and excluding any Private Placement Warrants issued to our Sponsor, its affiliates or any member of our management team upon conversion of Working Capital Loans. | NOTE 6 — STOCKHOLDERS’ (DEFICIT) EQUITY Preferred stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2022 and 2021, there were no shares of preferred stock issued or outstanding. Class A common stock — The Company is authorized to issue 240,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At December 31, 2022, there were no shares of Class A common stock issued and outstanding, excluding 24,150,000 shares of Class A common stock subject to possible redemption. At December 31, 2021, there were no shares of Class A common stock issued or outstanding. Class B common stock — The Company is authorized to issue 60,000,000 shares of Class B common stock with a par value of $0.0001 per share. In March 2021, the Sponsor purchased 8,625,000 Founder Shares for an aggregate purchase price of $25,000 and an aggregate of 142,500 of such Founder Shares were subsequently transferred to our independent directors, executive officers and special advisor and other third parties. On November 30, 2021, the Sponsor surrendered 1,725,000 Founder Shares as a result of changes to the terms of the Initial Public Offering. On January 19, 2022, the Company issued an additional 345,000 shares of Class B common stock pursuant to a stock split for no additional consideration as a result of the upsize to the Company’s Initial Public Offering. With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our initial business combination, except as required by law, holders of our Founder Shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. However, prior to the consummation of the Business Combination, holders of the Class B common stock will have the right to elect all of the Company’s directors and may remove members of the board of directors for any reason. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, subject to adjustment for stock splits, stock dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like, in the aggregate, on an as-converted basis, 23% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and excluding any private placement warrants issued to our Sponsor, its affiliates or any member of our management team upon conversion of Working Capital Loans. |
WARRANT LIABILITY
WARRANT LIABILITY | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
WARRANT LIABILITY | ||
WARRANT LIABILITY | NOTE 7 — WARRANT LIABILITY The Company accounts for the 23,985,000 warrants issued in connection with the Initial Public Offering (the 12,075,000 Public Warrants and the 11,910,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classifies each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such remeasurement, the warrant liability is adjusted to fair value, with the change in fair value recognized in the Company’s statements of operations. Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Accordingly, unless a unit holder purchases at least two Units, they will not be able to receive or trade a whole warrant. The Public Warrants will become exercisable on the later of (a) 12 months from the closing of the Initial Public Offering and (b) 30 days after the completion of an Initial Business Combination. The Company is not obligated to deliver any shares of Class A common stock pursuant to the exercise of a Public Warrant and has no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public Warrant is exercisable, and the Company is not obligated to issue any shares of Class A common stock upon exercise of a Public Warrant unless the share of Class A common stock issuable upon such Public 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 Public Warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of an Initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the public warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of an Initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A common stock until the public warrants expire or are redeemed, as specified in the public warrant agreement; provided that if the Class A common stock is at the time of any exercise of a public 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, the Company may, at its option, require holders of public warrants who exercise their public warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the shares of Class A common stock issuable upon exercise of the public warrants is not effective by the 60th business day after the closing of an Initial Business Combination, public warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise public warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The redemption of the warrants is as follows: Redemption of warrants when the price per Class A 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 Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three 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 warrants when the price per Class A 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 • upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their 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 Class A common stock; • if, and only if, the last reported sale price of the Class A 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 • if the closing price of the 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 the Company sends the notice of redemption to the warrant holders is less than $18.00 per share, the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of an Initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an Initial Business Combination on the date of the consummation of an Initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the shares of Class A common stock during the 20-trading day period starting on the trading day prior to the day on which the Company consummates an Initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price and the “Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00” described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above under “Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants will be identical to the Public Warrants included in the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees (except for a number of shares of Class A common stock as described above under Redemption of warrants for Class A common stock). If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants. | NOTE 7 — WARRANT LIABILITY The Company accounts for the 23,985,000 warrants issued in connection with the Initial Public Offering (the 12,075,000 Public Warrants and the 11,910,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classifies each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability is adjusted to fair value, with the change in fair value recognized in the Company’s statements of operations. Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional warrants were issued upon separation of the Units and only whole warrants will trade. Accordingly, unless a unit holder purchased at least two Units, they will not be able to receive or trade a whole warrant. The Public Warrants will become exercisable on the later of (a) 12 months from the closing of the Initial Public Offering and (b) 30 days after the completion of a Business Combination. The Company is not obligated to deliver any shares of Class A common stock pursuant to the exercise of a Public Warrant and has no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public Warrant is exercisable, and the Company is not obligated to issue any shares of Class A common stock upon exercise of a Public Warrant unless the share of Class A common stock issuable upon such Public 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 Public Warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the public warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A common stock until the public warrants expire or are redeemed, as specified in the public warrant agreement; provided that if the Class A common stock is at the time of any exercise of a public 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, the Company may, at its option, require holders of public warrants who exercise their public warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the shares of Class A common stock issuable upon exercise of the public warrants is not effective by the 60th business day after the closing of a Business Combination, public warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise public warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The redemption of the warrants is as follows: Redemption of warrants when the price per Class A 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 Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three 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 warrants when the price per Class A 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 • upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their 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 Class A common stock; • if, and only if, the last reported sale price of the Class A 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 • if the closing price of the 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 the Company sends the notice of redemption to the warrant holders is less than $18.00 per share, the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price and the “Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00” described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above under “Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants will be identical to the Public Warrants included in the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees (except for a number of shares of Class A common stock as described above under Redemption of warrants for Class A common stock). If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Oct. 15, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Commitments and Contingencies | 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 their ultimate disposition should not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. 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 their ultimate disposition should not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. | NOTE 8 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale. The holders will have the right to require us to register for resale these securities pursuant to a shelf registration under Rule 415 under the Securities Act. The holders of a majority of these securities will also be entitled to make up to three demands, plus short form registration demands, that we register such securities. In addition, the holders will be entitled to certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our Initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriter Agreement The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 3,150,000 additional Units to cover over-allotments at the Initial Public Offering price less the underwriting discount. The underwriters exercised the over-allotment option in full on January 24, 2022. The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $4,830,000 in the aggregate, paid upon the closing. In addition, the underwriters are entitled to a deferred fee of $0.40 per Unit, or $9,660,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement. On June 22, 2023, the Company and the underwriter entered into an agreement to reduce the deferred underwriter commission payable upon consummation of the Initial Business Combination from $9,660,000 to $3,622,500. In the event the funds available in the Trust Account upon the consummation of the Initial Business Combination are insufficient to pay the underwriter for the deferred underwriter commission, the Company will pay the underwriter, in cash, upon consummation of the Initial Business Combination, as a capital markets advisory fee, an amount equal to the difference between the deferred underwriting commission actually paid to the underwriter and $3,622,500 such that their total compensation from the deferred underwriting commission plus the capital markets advisory fee equals $3,622,500. As such, the Company has reduced the deferred underwriter fee payable on its condensed consolidated balance sheets to $3,622,500 as of September 30, 2023. Placement Agent Agreement On June 19, 2023, the Company engaged William Blair & Company, L.L.C. (“William Blair”) as co-placement agent with BTIG, LLC (“BTIG”) (together, the “Placement Agents”) in connection with the Company’s Initial Business Combination. If the Initial Business Combination is consummated, William Blair will be paid a success fee of $4,000,000. In the event a securities offering is consummated, the Company will pay the Placement Agents an aggregate placement fee of 5.00% of the total transaction consideration. No amounts have been accrued for as of September 30, 2023 as they are contingent on the consummation of the Initial Business Combination and securities offering. Business Combination Agreement On June 23, 2023 the Company announced that the Company, Merger Sub and Pinstripes, Inc., a Delaware corporation (“Pinstripes”), had entered into a Business Combination Agreement, dated as of June 22, 2023 (the “Pinstripes Agreement”). Pinstripes, Merger Sub and the Company are collectively referred to herein as the “Parties.” Pinstripes is an experiential dining and entertainment brand combining bistro, bowling, bocce and private event space. Pursuant to the Pinstripes Agreement, it is anticipated that (a) Merger Sub shall merge with and into Pinstripes (the “Merger”), with Pinstripes being the surviving corporation of the Merger (Pinstripes, in its capacity as the surviving company of the Merger, the “Post-Business Combination Surviving Company”), and as a result of which the Post-Business Combination Surviving Company will become a wholly owned subsidiary of the Company. The Merger and the other transactions contemplated by the Pinstripes Agreement are hereinafter referred to as the “Business Combination”. The Company initially filed a Registration Statement on Form S-4 with respect to the Business Combination with the SEC on September 11, 2023 and the Company anticipates that the Business Combination will close in the fourth quarter of 2023, following the receipt of the required approval by the Company’s stockholders and the fulfillment or waiver of other closing conditions. In accordance with the terms and subject to the conditions of the Pinstripes Agreement, at the effective time of the Merger, each outstanding share of common stock, par value $0.01 of Pinstripes (the “Pinstripes Common Stock”) (including shares of Pinstripes Common Stock resulting from the conversion of preferred stock of Pinstripes and excluding Dissenting Shares (as defined in the Pinstripes Agreement), any cancelled treasury shares and shares of Pinstripes Common Stock issued in connection with the conversion of the Series I Convertible Preferred Stock (as defined in the Pinstripes Agreement)) will be cancelled and extinguished and converted into the right to receive the number of shares of common stock, par value $0.0001 per share of the Company (the “Company Common Stock”) determined in accordance with the Pinstripes Agreement based on a pre-money equity value of Pinstripes of $429,000,000 and a price of $10 per share of Company Common Stock. The Series I Convertible Preferred Stock of Pinstripes will be converted into Pinstripes Common Stock immediately prior to the closing of the Business Combination (the “Closing”) and, at the effective time of the Merger, such resulting shares of Pinstripes Common Stock will be cancelled and extinguished and converted into the right to receive the number of shares of Company Common Stock determined in accordance with the Pinstripes Agreement based on an exchange ratio of 2.5 shares of Company Common Stock for each share of Pinstripes Common Stock resulting from the conversion of the Series I Preferred Stock of Pinstripes immediately prior to the Closing. On September 26, 2023, the Company, Merger Sub Inc., and Pinstripes entered into the Amended and Restated Business Combination Agreement, which amends and restates the Pinstripes Agreement (as so amended and restated, the “Amended Pinstripes Agreement”). Pursuant to the Amended Pinstripes Agreement: (a) the Company and Pinstripes revised the definition of “Equity Value”, from $429,000,000 to $379,366,110 and (b) the Company shall provide holders of common stock of Pinstripes prior to the closing of the Business Combination with an aggregate of 5 million shares of Class B common stock of the post-closing combined company, which shall be subject to certain vesting and forfeiture conditions and restrictions on transfer as implemented by the issuance of 2,500,000 shares of Series B-1 common stock of the post-closing combined company, par value $0.0001 per share and 2,500,000 shares of Series B-2 common stock of the post-closing combined company, par value $0.0001 per share, which shall convert into shares of Company Common Stock upon the satisfaction of certain vesting conditions (the “Earnout Shares”). The Earnout Shares shall be subject to vesting conditions and forfeiture as follows: (i) 50% of the Earnout Shares shall be issued as Series B-1 common stock of the post-closing combined company and shall vest and no longer be subject to forfeiture if the volume weighted average share price of the Company Common Stock equals or exceeds $12.00 per share for any 20 trading days within any consecutive 30-trading day period commencing five months after the closing of the Business Combination and (ii) 50% of the Earnout Shares shall be issued as shares of Series B-2 common stock of the post-closing combined company and shall vest and no longer be subject to forfeiture if the volume weighted average share price of the Company Common Stock equals or exceeds $14.00 per share for any 20 trading days within any consecutive 30-trading day period commencing five months after the closing of the Business Combination. Bridge Financing On June 22, 2023, concurrently with the execution of the Pinstripes Agreement, affiliates of the Sponsor entered into a securities purchase agreement with Pinstripes to provide $18.0 million of bridge financing in the form of Series I Convertible Preferred Stock of Pinstripes (the “Bridge Financing”). Since the initial closing of the Bridge Financing, affiliates of the Sponsor have provided $3,266,200 of additional financing to Pinstripes in the form of Series I Convertible Preferred Stock of Pinstripes. The shares of Series I Convertible Preferred Stock received by such affiliates will convert, pursuant to the terms of the Pinstripes Agreement, into shares of Company Common Stock in connection with the consummation of the Business Combination. Sponsor Letter Agreement On June 22, 2023, concurrently with the execution of the Pinstripes Agreement, the Company, the Sponsor, George Courtot, Bruce Lubin, Otis Carter, Kimberley Annette Rimsza, Matt Jaffee and Brett Biggs amended that certain letter agreement, dated as of January 19, 2022, by and among the Company and the parties thereto, and Pinstripes joined as a party to such letter agreement (the “Amended Sponsor Letter Agreement”), to take into account entry into the Pinstripes Agreement. The Amended Letter Agreement is included as Exhibit 10.1 hereto. Registration Rights Agreement At the closing of the Business Combination, it is anticipated that the Company, the Sponsor Parties and certain equityholders of Pinstripes will enter into an Amended and Restated Registration Rights Agreement, pursuant to which, among other things, the parties thereto will be granted customary registration rights with respect to shares of the post-Business Combination company. Security Holder Support Agreement On June 22, 2023, concurrently with the execution of the Pinstripes Agreement, the Company, Pinstripes and certain security holders of Pinstripes entered into security holder support agreements with respect to the Business Combination (the “Security Holder Support Agreement”). The Security Holder Support Agreement is included as Exhibit 10.2 hereto. Lockup Agreement On June 22, 2023, concurrently with the execution of the Pinstripes Agreement, the Company, Pinstripes and certain security holders of Pinstripes (the “Pinstripes Security Holders”) entered into a lockup agreement with respect to the Business Combination (the “Lockup Agreement”). The Lockup Agreement is included as Exhibit 10.3 hereto. Director Designation Agreement At the closing of the Business Combination, it is anticipated that the Company and Mr. Dale Schwartz will enter into Director Designation Agreement (the “Director Designation Agreement”). The form of the Director Designation Agreement is included as Exhibit 10.4 hereto. Non-Redemption Agreements The Company and the Sponsor entered into certain non-redemption agreements with certain unaffiliated third parties, pursuant to which the Sponsor agreed to transfer an aggregate of 1,018,750 shares of Class B common stock to such third parties immediately following consummation of an Initial Business Combination in exchange for the non-redemption of 4,075,000 shares of Class A common stock. The Company estimated the aggregate fair value of such 1,018,750 shares of Class B common stock transferable to certain unaffiliated third parties pursuant to the non-redemption agreements to be $893,000 or approximately $0.88 per share. The excess fair value of such Class B common stock, or $892,911, was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A (“SAB Topic 5A”). Accordingly, in substance, it was recognized by the Company as a capital contribution by the affiliates of the Sponsor to induce the unaffiliated third parties not to redeem their Class A common stock, with a corresponding charge to additional paid-in capital to recognize the fair value of the Class B common stock subject to transfer as an offering cost. | NOTE 8 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale. The holders will have the right to require us to register for resale these securities pursuant to a shelf registration under Rule 415 under the Securities Act. The holders of a majority of these securities will also be entitled to make up to three demands, plus short form registration demands, that we register such securities. In addition, the holders will be entitled to certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriter Agreement The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 3,150,000 additional Units to cover over-allotments at the Initial Public Offering price less the underwriting discount. The underwriters exercised the over-allotment option in full on January 24, 2022. The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $4,830,000 in the aggregate, paid upon the closing. In addition, the underwriters are entitled to a deferred fee of $0.40 per Unit, or $9,660,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
FAIR VALUE MEASUREMENTS | NOTE 9 — FAIR VALUE MEASUREMENTS Recurring Fair Value Measurements At September 30, 2023, the Company’s warrant liability was valued at $4,353,613. Under the guidance in ASC 815-40, the Public Warrants and the Private Placement Warrants do not meet the criteria for equity treatment. As such, the Public Warrants and the Private Placement Warrants must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each remeasurement, the valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The following table presents fair value information as of September 30, 2023, of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the private warrant liability is classified within Level 3 of the fair value hierarchy. The Company transferred the fair value of Public Warrants from a Level 3 measurement to a Level 1 measurement as a result of the Public Warrants detaching from the Units and becoming separately tradable: Public Warrants Private Placement Warrants Total Level 3 Financial Instruments Derivative warrant liabilities at December 31, 2022 $ — $ 298,000 $ 298,000 Change in fair value — 240,000 240,000 Level 3 derivative warrant liabilities at March 31, 2023 — 538,000 538,000 Change in fair value — 2,082,000 2,082,000 Level 3 derivative warrant liabilities at June 30, 2023 — 2,620,000 2,620,000 Change in fair value — (458,000) (458,000) Level 3 derivative warrant liabilities at September 30, 2023 $ — $ 2,162,000 $ 2,162,000 The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis at September 30, 2023: (Level 1) (Level 2) (Level 3) Assets Treasury securities held in trust account $ 42,423,610 $ — $ — Liabilities Public Warrants $ 2,191,613 $ — $ — Private Placement Warrants $ — $ — $ 2,162,000 The following table presents the changes in the fair value of derivative warrant liabilities for the three and nine months ended September 30, 2023: Public Private Warrant Derivative warrant liabilities as of December 31, 2022 $ 301,875 $ 298,000 $ 599,875 Change in fair value 212,520 240,000 452,520 Derivative warrant liabilities as of March 31, 2023 514,395 538,000 1,052,395 Change in fair value 2,142,105 2,082,000 4,224,105 Derivative warrant liabilities as of June 30, 2023 2,656,500 2,620,000 5,276,500 Change in fair value (464,888) (458,000) (922,888) Derivative warrant liabilities as of September 30, 2023 $ 2,191,613 $ 2,162,000 $ 4,353,616 Measurement The Company established the initial fair value for the warrants on January 24, 2022, the date of the consummation of the Company’s Initial Public Offering. The Company used a Monte Carlo simulation model to value the warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one-half of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B common stock, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to shares of Class A common stock subject to possible redemption (temporary equity), Class A common stock (permanent equity) and Class B common stock (permanent equity) based on their relative fair values at the initial measurement date. The key inputs into the Monte Carlo simulation model formula were as follows at September 30, 2023: Input Class B Common stock price $ 10.53 Exercise price $ 11.50 Risk-free rate of interest 4.55 % Volatility 0.001 % Term 5.17 Value of one warrant $ 0.182 Dividend yield 0.000 % On March 10, 2022, the Public Warrants detached from the Units and are separately tradable (NYSE: BYN.WS). As such, the fair value of the Public Warrants as of September 30, 2023, is based on the price of the Public Warrants at market close. The key inputs into the Monte Carlo simulation model formula were as follows at January 24, 2022: January 24, 2022 Input Public Private Common stock price $ 9.69 $ 9.69 Exercise price $ 11.50 $ 11.50 Risk-free rate of interest 1.61 % 1.61 % Volatility 10.85 % 10.86 % Term 6.00 6.00 Value of one warrant $ 0.62 $ 0.62 Dividend yield 0.00 % 0.00 % Non-recurring Fair Value Measurements In April 2023, the Company entered into non-redemption agreements with certain unaffiliated third parties (see Note 8). The Company accounts for the excess fair value of the Class B shares that will be transferred from the Sponsor to the unaffiliated third parties upon the consummation of the Initial Business Combination as an offering cost and a capital contribution by the Sponsor in accordance with SAB Topic 5A. The Company estimated the fair value of the 1,018,750 transferrable shares Class B common stock at $893,000, or $0.88 per share. The fair value of the Class B shares was determined by multiplying the underlying stock price of the Company’s Class A common stock by the estimated probability of the Initial Business Combination and applying a discount for lack of marketability. The Company utilized April 12, 2023 as the measurement date which reflects the execution date of the majority of non-redemption agreements. The following are the key inputs into the calculation at the measurement date: Input Private Common stock price $ 10.41 Estimated probability of the Initial Business Combination 10.00 % Volatility 40.00 % Risk-free rate 4.25 % Time to expiration 1.50 | NOTE 9 — FAIR VALUE MEASUREMENTS At December 31, 2022, the Company’s warrant liability was valued at $599,875. Under the guidance in ASC 815-40, the Public Warrants and the Private Placement Warrants do not meet the criteria for equity treatment. As such, the Public Warrants and the Private Placement Warrants must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The following table presents fair value information as of December 31, 2022, of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the private warrant liability is classified within Level 3 of the fair value hierarchy. The Company transferred the fair value of Public Warrants from a Level 3 measurement to a Level 1 measurement as a result of the Public Warrants detaching from the Units and becoming separately tradable: Public Private Placement Total Level 3 Derivative warrant liabilities at March 10, 2021 (inception) $ — $ — $ — Initial fair value at issuance 7,498,575 7,405,638 14,904,213 Transfer public warrant liability to Level 1 measurement (7,498,575) — (7,498,575) Change in fair value — (7,107,638) (7,107,638) Level 3 derivative warrant liabilities at December 31, 2022 $ — $ 298,000 $ 298,000 The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis at December 31, 2022: (Level 1) (Level 2) (Level 3) Assets Cash and marketable securities held in trust account $ 250,326,857 $ — $ — Liabilities Public Warrants $ 301,875 $ — $ — Private Placement Warrants $ — $ — $ 298,000 The following table presents the changes in the fair value of derivative warrant liabilities for the twelve months ended December 31, 2022: Public Private Warrant Derivative warrant liabilities as of January 1, 2022 $ — $ — $ — Initial fair value of warrant liabilities at January 24, 2022 7,498,575 7,405,638 14,904,213 Change in fair value (7,196,700) (7,107,638) (14,304,338) Derivative warrant liabilities as of December 31, 2022 $ 301,875 $ 298,000 $ 599,875 Measurement The Company established the initial fair value for the warrants on January 24, 2022, the date of the consummation of the Company’s Initial Public Offering. The Company used a Monte Carlo simulation model to value the warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one-half of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B common stock, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to shares of Class A common stock subject to possible redemption (temporary equity), Class A common stock (permanent equity) and Class B common stock (permanent equity) based on their relative fair values at the initial measurement date. The key inputs into the Monte Carlo simulation model formula were as follows at December 31, 2022: December 31, 2022 Input Public Private Common stock price $ — $ 10.21 Exercise price $ — $ 11.50 Risk-free rate of interest — % 3.95 % Volatility — % 0.00 % Term 0 5.25 Value of one warrant $ 0.03 $ 0.03 Dividend yield — % 0.00 % During the twelve ended December 31, 2022, the Public Warrants detached from the Units and are separately tradable (NYSE: BYN.WS). As such, the fair value of the Public Warrants as of December 31, 2022 is based on the price of the Public Warrants at market close. The key inputs into the Monte Carlo simulation model formula were as follows at January 24, 2022: January 24, 2022 Input Public Private Common stock price $ 9.69 $ 9.69 Exercise price $ 11.50 $ 11.50 Risk-free rate of interest 1.61 % 1.61 % Volatility 10.85 % 10.86 % Term 6.00 6.00 Value of one warrant $ 0.62 $ 0.62 Dividend yield 0.00 % 0.00 % |
INCOME TAX
INCOME TAX | 5 Months Ended | 12 Months Ended |
Oct. 15, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
INCOME TAX | Income Taxes The Company's full pretax income (loss) for the twelve weeks and twenty-four weeks ended October 15, 2023 and October 9, 2022 was from U.S. domestic operations. Our effective tax rate ("ETR") from continuing operations was (0.8)% and 0% for the twelve and twenty-four weeks ended October 15, 2023, and (1.5)% and 5.4% for the twelve and twenty-four weeks ended October 9, 2022, respectively, and consists of state income taxes. There were no significant discrete items recorded for the twelve weeks and twenty-four weeks ended October 15, 2023 and October 9, 2022, respectively. The components of income tax expense are as follows: Fiscal Year Ended April 30, 2023 April 24, 2022 April 25, 2021 Current: State and local $ 192 $ 38 $ 13 Total current 192 38 13 Income tax expense $ 192 $ 38 $ 13 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 years ended April 30, 2023, April 24, 2022, and April 25, 2021 due to the following (in thousands): Fiscal Year Ended April 30, 2023 April 24, 2022 April 25, 2021 U.S. federal provision at statutory tax rate $ (1,540) $ (2,075) $ (6,297) State income taxes, net of federal benefit (711) (762) (1,387) Permanent differences 102 140 148 PPP loan forgiveness (1,755) (573) — Stock compensation (12) (2) (29) Tax credits (157) (361) (255) Change in valuation allowance 4,265 3,671 7,833 Income tax expense $ 192 $ 38 $ 13 The effective tax rate for the years ended April 30, 2023, April 24, 2022, April 25, 2021 was approximately –2.6%, 0.4%, and 0%, respectively. 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 30, 2023 and April 24, 2022 are as follows (in thousands): April 30, 2023 April 24, 2022 Deferred tax assets: Accrued occupancy costs $ — $ 597 Amount due to customers 1,474 1,657 Operating lease liabilities 28,481 25,785 Section 163(j) limitation 1,481 1,017 Net operating losses 14,961 9,069 Tax credits 4,328 4,171 Other accrued liabilities 97 54 Stock compensation 271 223 Property and equipment - State 2,002 2,625 Property and equipment - Federal — 8,905 Other 3 3 Deferred tax assets 53,098 54,106 Valuation allowance (43,021) (38,756) Net deferred tax assets $ 10,077 $ 15,350 Deferred tax liabilities: Property and equipment $ (4,599) $ — Operating lease right-of-use assets (5,478) (15,350) Total deferred tax liabilities (10,077) (15,350) Net deferred tax liabilities $ — $ — As of April 30, 2023, the Company had federal and state net operating loss (NOL) carryforwards of $61.4 million and $61.3 million, respectively, resulting in an NOL deferred tax asset of $15.0 million. The federal NOLs generated prior to 2018 of $15.1 million, expire at various times between 2029 and 2038. The federal NOLs generated post tax reform (beginning in 2018) of $46.3 million can be carried forward indefinitely. As of April 30, 2023, the Company generated $61.3 million in state NOLs, and this amount is subject to various carryforward periods; the state NOLs will expire at various times between 2024 and 2043. 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 years ended April 30, 2023, April 24, 2022 and April 25, 2021, was an increase of $4.3 million, $3.7 million and $7.8 million, respectively. The fiscal year 2023 and fiscal year 2022 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 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 years ended April 30, 2023 and April 24, 2022, 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 30, 2023 and April 24, 2022, the Company recorded no accrued interest and penalties related to unrecognized tax benefits due to available income tax attribute carryforwards. 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 2019 to the present for federal, and 2019 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 10 — INCOME TAX The Company’s net deferred tax assets at December 31, 2022 and 2021 is as follows: December 31, 2022 2021 Deferred tax assets Capitalized start-up costs $ 329,224 $ 4,009 Net operating loss carryforwards — 2,334 Total deferred tax assets 329,224 6,343 Valuation allowance (317,149) (6,343) Deferred tax liabilities Accrued expenses & other (12,075) — Total deferred tax liabilities (12,075) — Net deferred tax assets $ — — The components of the income tax provision for the years ended December 31, 2022 and 2021 is as follows: December 31, 2022 2021 Current expense Federal $ 783,546 — State — — Deferred benefit Federal (312,476) (4,673) State 1,670 (1,670) Change in Valuation Allowance 310,806 6,343 Income tax expense $ 783,546 — As of December 31, 2022, the Company has no state or federal net operating loss carryforwards. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2022, and for the period from March 10, 2021 (inception) through December 31, 2021, the change in the valuation allowance was $310,806 and $6,343, respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021is as follows: December 31, 2022 2021 Statutory U.S. federal income tax rate 21.00 % 21.00 % Change in fair value of warrant liabilities (18.15) % 0.00 % State taxes, net of federal tax benefit (0.01) % 7.51 % Change in valuation allowance 1.88 % (28.51) % Income tax provision 4.74 % 0.00 % The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to changes in state taxes, net of federal tax benefit, and the recording of full valuation allowances on deferred tax assets. The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns since inception remain open and subject to examination. The Company considers Delaware to be a significant state tax jurisdiction. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 5 Months Ended | 12 Months Ended |
Oct. 15, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Subsequent Events The Company evaluated subsequent events through January 3, 2024, the date the quarterly financial statements were available to be issued and determined there were no additional items that required further disclosure or recognition, with the exception of additional financing. On October 20, 2023 and December 29, 2023, the Company received $5,000 on each date in additional debt proceeds under Tranche 2 from Silverview Credit Partners LP to fund expansion, which will bear interest at 15% and will be payable in full on June 7, 2027. On November 22, 2023, the Company and Banyan Acquisition Corporation entered into a Second Amended and Restated Business Combination Agreement (“2nd Amended BCA”), which amends and restates the Amended BCA, dated as of September 26, 2023. Pursuant to the Second Amended BCA, holders of common stock of Pinstripes prior to the closing of the Business Combination (excluding holders of common stock issued in connection with the conversion of the Series I Convertible Preferred Stock of Pinstripes) would receive an aggregate of 4,000,000 shares of New Pinstripes Class B Common Stock (pro rata to each such holder’s entitlement to consideration in connection with the Merger) as set forth on an allocation schedule to be delivered by Pinstripes to Banyan at least three business days prior to the Closing, which shares shall be subject to the vesting and forfeiture conditions and restrictions on transfer as implemented in the Proposed Charter by the issuance of shares of New Pinstripes Series B-3 Common Stock, which shall convert into shares of New Pinstripes Class A Common Stock upon the satisfaction of the vesting conditions described herein. In addition, the amendment also provides that a number of shares equal to the number of shares that the Sponsor will forfeit in connection with the Closing, in accordance with the amended sponsor letter agreement, will be issued to the holders of common stock of Pinstripes prior to the closing of the Business Combination as merger consideration. On December 4, 2023, Granite Creek exercised its outstanding warrants of 111,619 and 48,530 at an exercise price of $0.01 and $0.001, respectively. On December 29, 2023, the Company entered into a definitive agreement with Oaktree Capital Management, L.P. (“Oaktree”) under which the Company issued Senior Secured Notes (“Senior Notes") to Oaktree, which mature in five years on December 29, 2028. The principal payment is due at maturity. The agreement provides for Senior Notes up to $90,000,000 in the aggregate to be funded in two issuances as follows (a) an initial purchase of $50,000,000 of Senior Notes (“Initial Notes”) at the closing of the BCA agreement, which occurred on December 29, 2023, and (b) an additional purchase of $40,000,000 of Senior Notes in the sole discretion of Oaktree to be issued no earlier than nine months and no later than 12 months after the BCA closing date (“Additional Notes”). The Company will use the proceeds from the Senior Notes for general business purposes, including the settlement of BCA related transaction costs. The Senior Notes will accrue 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). The Senior Notes are collateralized by the assets and equity of the business, subject to intercreditor agreements with Silverview and Granite Creek. The Silverview and Granite Creek Notes were amended as part of the issuance of the Senior Notes. The Silverview and Granite Creek Notes were amended to include Oaktree in the intercreditor agreements and align the measurement periods for the financial covenants of all Notes. The Senior Notes, along with the amended Silverview and Granite Creek Notes, require the Company to maintain certain financial covenants, as defined. The first covenant measurement period is ending on January 6, 2025. In conjunction with the issuance Initial Notes, Oaktree will be granted fully detachable warrants for 2,500,000 shares of common stock of New Pinstripes at a strike price equal to $0.01 per share. In the event that the volume-weighted average price per share of New Pinstripes’ common stock during the period commencing on the 91st day after the BCA is completed and ending 90 days thereafter is less than $8.00 per share or $6.00 per share, Oaktree will be granted additional warrants for 187,500 shares or 412,500 shares, respectively, of common stock of New Pinstripes at a strike price equal to $0.01 per share. These warrants may be exercised at any time for 10 years following the closing date. Upon the purchase of the Additional Notes, Oaktree will be granted additional detachable warrants for 1,750,000 shares of common stock of New Pinstripes at a strike price equal to $0.01 per share. If Additional Notes are purchased and the volume-weighted average price per share of New Pinstripes’ common stock during the period commencing on the 91st day after the BCA is completed and ending 90 days thereafter is less than $6.00 per share, Oaktree will be granted additional warrants of 150,000 shares of common stock of New Pinstripes at a strike price equal to $0.01 per share. These warrants may be exercised at any time for 10 years following the closing date. The Company evaluated subsequent events through August 31, 2023, the date the financial statements were available to be issued and determined there were no additional items that required further disclosure or recognition, with the exception of the execution on June 22, 2023 of a Business Combination Agreement with Banyan Acquisition Corporation. Pursuant to the agreement, it is anticipated that the Company will merge with Banyan Acquisition Corporation. The Company anticipates the Business Combination will close in the third quarter of fiscal year 2024. Concurrently with the execution of the Agreement, affiliates of the Sponsor of Banyan Acquisition Corporation entered into a securities purchase agreement with the Company to provide $18,000 of bridge financing in the form of Series I Convertible Preferred Stock. The shares of Series I Convertible Preferred Stock will convert into the Company’s Common Stock in connection with the consummation of the Business Combination. On June 2023, affiliates of the Sponsor of Banyan Acquisition Company provided an additional $1,900 of bridge financing in the form of Series I Convertible Preferred Stock. On August 1, 2023, affiliates of the Sponsor of Banyan Acquisition Company provided an additional $1,380 of bridge financing in the form of Series I Convertible Preferred Stock. These shares of Series I Convertible Preferred Stock will also convert into the Company’s Common Stock in connection with the consummation of the Business Combination. In June 2023, the Company amended a lease with a landlord that resulted in a rent abatement of $4,318 and a rent deferral of $4,500. These amounts were included in Accrued Occupancy Costs (see Note 7) as of April 30, 2023 The deferral of $4,500 is payable in equal monthly installments over the next five years. On July 27, 2023, the Company entered into a term loan agreement with Granite Creek Capital Partners, LLC, that provided $5,000 in additional debt financing for development of new locations that matures on April 19, 2028 at an interest rate of 12%, repayable in quarterly installments beginning September 30, 2024. Additionally, on July 27, 2023, the Company received $1,000 in additional debt proceeds from Silverview Credit Partners LP to fund expansion with an interest rate of 15% and maturity date of June 7, 2027 | NOTE 11 — SUBSEQUENT EVENTS The Company has evaluated subsequent events to determine if events or transactions occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements which have not been previously adjusted or disclosed within the financial statements. |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 5 Months Ended |
Oct. 15, 2023 | |
Accounting Policies [Abstract] | |
Nature of Business and Basis of Presentation | Nature of Business and Basis of Presentation Pinstripes, Inc. (“Pinstripes”, the "Company", “we”, “us, or “our”) was formed for the purpose of operating and expanding a unique entertainment and dining concept. The Company has 14 locations in nine 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. Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, 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. 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. Interim Financial Statements 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”). Accordingly, they do not include all the information and notes required by GAAP for complete financial statements. In the opinion of management, these financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position, results of operations and cash flows for the periods indicated. Certain information and footnote disclosures normally included in annual financial statements presented in accordance with US GAAP have been omitted pursuant to rules and regulations of the Securities and Exchange Commission (“SEC”). Due to the seasonality of our business, results for any interim financial period are not necessarily indicative of the results that may be achieved for a full fiscal year. In addition, quarterly results of operations may be impacted by the timing and amount of sales and costs associated with opening new locations. These interim unaudited condensed consolidated financial statements do not represent complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended April 30, 2023 included in our Annual Report. Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Cash and cash equivalents We consider 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 $1,417 and $1,381 as of October 15, 2023 and April 30, 2023, respectively. 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 condensed consolidated balance sheets in the amounts of $6,679 as of October 15, 2023 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 our gift cards is included in amounts due to customers in the condensed consolidated balance sheets in the amounts of $1,479 as of October 15, 2023 and $1,896 as of April 30, 2023. The components of gift card revenue were as follows: Twelve Weeks Ended Twenty-Four Weeks Ended October 15, 2023 October 9, 2022 October 15, 2023 October 9, 2022 Redemptions, net of discounts $ 369 $ 293 $ 883 $ 666 Breakage $ 103 $ 70 $ 245 $ 462 Gift card revenue, net $ 472 $ 363 $ 1,128 $ 1,128 Revenues are reported net of sales tax collected from customers. Sales tax collected is included in other accrued liabilities on the condensed consolidated balance sheets until the taxes are remitted to the appropriate taxing authorities. 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 $3,026 and $5,304 for the twelve and twenty-four weeks ended October 15, 2023, respectively, compared to $459 and $985 for the twelve and twenty-four weeks ended October 9, 2022, respectively, due to preparations for new locations under construction. Business combination On June 22, 2023, the Company executed a Business Combination Agreement (BCA) with Banyan Acquisition Corporation. Pursuant to the agreement, it is anticipated that the Company will merge with Banyan Acquisition Corporation. The Company anticipates the Business Combination will close in the third quarter of fiscal year 2024. On September 26, 2023, the Company and Banyan Acquisition Corporation entered into the Amended and Restated Business Combination Agreement (“Amended BCA”), which amends and restates the previously announced Business Combination Agreement, dated as of June 22, 2023. Pursuant to the Amended BCA, the Company provided certain holders of common stock of Pinstripes prior to the closing of the Business Combination with an aggregate of 5 million shares of common stock of the post-closing combined company that are subject to vesting conditions. The Company incurred $4,126 of costs relating to the transaction which are recorded in other long-term assets, in the unaudited condensed consolidated balance sheet as of October 15, 2023. Of the total transaction costs incurred as of October 15, 2023, $1,540 have been paid and reflected as a cash outflow from financing activities. Recently adopted and issued accounting standards We reviewed the accounting pronouncements that became effective for the second quarter of fiscal year 2024 and determined that either they were not applicable, or they did not have a material impact on the condensed consolidated financial statements. We also reviewed the recently issued accounting pronouncements to be adopted in future periods and determined that they are not expected to have a material impact on the consolidated financial statements. |
Inventory
Inventory | 5 Months Ended |
Oct. 15, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventories consist of the following: October 15, 2023 April 30, 2023 Beverage $ 582 $ 545 Food 248 257 Total $ 830 $ 802 Inventories consist of the following: April 30, 2023 April 24, 2022 Beverage $ 545 $ 459 Food 257 244 Total $ 802 $ 703 |
Property and Equipment
Property and Equipment | 5 Months Ended |
Oct. 15, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment, net is summarized as follows: October 15, 2023 April 30, 2023 Leasehold improvements 70,421 61,534 Furniture, fixtures, and equipment 38,428 33,361 Building and building improvements 7,000 7,000 Construction in progress 20,847 24,568 Total cost 136,696 126,463 Less: accumulated depreciation (66,962) (63,621) Property and equipment, net 69,734 62,842 Construction in progress relates to new locations under construction. Property and equipment, net is summarized as follows: April 30, 2023 April 24, 2022 Leasehold improvements $ 63,606 $ 65,048 Furniture, fixtures, and equipment 34,069 34,381 Building and building improvements 7,000 7,000 Construction in progress 24,569 2,261 Total cost 129,244 108,690 Less: accumulated depreciation (66,402) (58,310) Property and equipment, net $ 62,842 $ 50,380 |
Debt
Debt | 5 Months Ended |
Oct. 15, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt Long-term financing arrangements consists of the following: October 15, 2023 April 30, 2023 PPP and SBA loans $ 500 $ 500 Term loans 25,000 22,500 Equipment loan 16,500 11,500 Convertible notes 5,000 5,000 Finance obligations 4,397 3,995 Other 106 127 Less: Unamortized debt issuance costs and discounts (7,301) (6,367) Total 44,202 37,255 Less: Current portion (2,243) (1,044) Long-term notes payable $ 41,959 $ 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 matured 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 the PPP loans. For the twenty-four weeks ended October 15, 2023, the Company recorded a gain on the extinguishment of debt for $8,448, which includes accrued interest. Term Loans On March 7, 2023, the Company entered into a term loan facility, consisting of two tranches and detachable warrants (see Note 9), with Silverview Credit Partners LP (“Silverview”) for $35,000 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 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. As of October 15, 2023, and April 30, 2023, the principal outstanding is $22,500 related to Tranche 1. The term loan facility has a second tranche that allows the Company to draw an additional $12,500 solely during the 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 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 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 sheet 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 common stock issuable and exercisable by Silverview if the Company obtains additional funding under Tranche 2 loan. Simultaneously, the Company amended and restated its existing warrant agreement (see Note 9). On July 27, 2023 and September 29, 2023, the Company received $1,000 and $1,500, respectively, in additional debt proceeds from Silverview Credit Partners LP under Tranche 2 to fund expansion, which bear interest at 15% and will be payable in full on June 7, 2027. Upon the issuance of each Tranche 2 loan borrowing, the Company will reduce the Tranche 2 loan commitment asset for the proportional amount received and present the amounts as a debt issuance costs and a reduction of the borrowing proceeds (i.e., a debt discount). As of October 15, 2023, $237,000 has been reclassified from the loan commitment asset to debt discount of $110 and debt issuance costs of $127. As of October 15, 2023, the Company has recorded debt issuance costs and discounts, net of amortization, of $4,539, of which $1,238 was debt issuance costs, $2,327 was debt discount, and $974 was a loan commitment asset within other long-term assets on the unaudited condensed consolidated balance sheet. Equipment Loan On April 19, 2023, the Company entered into a subordinated equipment loan of $11,500 and detachable warrants (see Note 9) with Granite Creek Capital Partners LLC that matures on April 19, 2028. The interest rate on the loan is 12% and is payable monthly. The loan 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 Capital Partners, LLC, to provide $5,000 in additional debt financing and detachable warrants (see Note 9) 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 sheet as of April 30, 2023. As of October 15, 2023, the Company has recorded debt issuance costs and discounts, net of amortization, of $3,736, of which $68 was debt issuance costs and $3,668 was debt discount on the unaudited condensed consolidated balance sheet. 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 have the right, at their option, to convert all of the outstanding principal and accrued interest to shares of 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. If the holders elect not to convert the loans, they are entitled to an annual premium payment equal to 6.93% of the outstanding principal amount owed. As of October 15, 2023, and April 30, 2023, accrued interest related to the premium on the convertible notes was $819 and $660, respectively. 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 October 15, 2023 and April 30, 2023, the principal outstanding was $3,733 and $3,995, respectively. During the second quarter of fiscal year 2024, the Company entered into an agreement to pay for its bowling equipment for one location through a long-term payment plan. The Company will pay approximately $665 for 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 October 15, 2023, the principal outstanding was $665. Debt Covenants The Company is required to maintain certain financial covenants as well as certain affirmative and negative covenants under its debt arrangements. For example, the term loan requires the Company to maintain a minimum liquidity of $1 million of cash and cash equivalents and a maintenance of a minimum net leverage ratio at the end of each semiannual period beginning from September 2023. No restrictions on dividends apply as long as the Company maintains the applicable financial, affirmative, and negative covenants per its debt arrangements. In August 2023, the Company amended its term loan agreement whereby the first covenant measurement period begins in March 2024. 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 Company was in compliance with its debt covenants as of October 15, 2023. |
Income Taxes
Income Taxes | 5 Months Ended | 12 Months Ended |
Oct. 15, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | Income Taxes The Company's full pretax income (loss) for the twelve weeks and twenty-four weeks ended October 15, 2023 and October 9, 2022 was from U.S. domestic operations. Our effective tax rate ("ETR") from continuing operations was (0.8)% and 0% for the twelve and twenty-four weeks ended October 15, 2023, and (1.5)% and 5.4% for the twelve and twenty-four weeks ended October 9, 2022, respectively, and consists of state income taxes. There were no significant discrete items recorded for the twelve weeks and twenty-four weeks ended October 15, 2023 and October 9, 2022, respectively. The components of income tax expense are as follows: Fiscal Year Ended April 30, 2023 April 24, 2022 April 25, 2021 Current: State and local $ 192 $ 38 $ 13 Total current 192 38 13 Income tax expense $ 192 $ 38 $ 13 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 years ended April 30, 2023, April 24, 2022, and April 25, 2021 due to the following (in thousands): Fiscal Year Ended April 30, 2023 April 24, 2022 April 25, 2021 U.S. federal provision at statutory tax rate $ (1,540) $ (2,075) $ (6,297) State income taxes, net of federal benefit (711) (762) (1,387) Permanent differences 102 140 148 PPP loan forgiveness (1,755) (573) — Stock compensation (12) (2) (29) Tax credits (157) (361) (255) Change in valuation allowance 4,265 3,671 7,833 Income tax expense $ 192 $ 38 $ 13 The effective tax rate for the years ended April 30, 2023, April 24, 2022, April 25, 2021 was approximately –2.6%, 0.4%, and 0%, respectively. 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 30, 2023 and April 24, 2022 are as follows (in thousands): April 30, 2023 April 24, 2022 Deferred tax assets: Accrued occupancy costs $ — $ 597 Amount due to customers 1,474 1,657 Operating lease liabilities 28,481 25,785 Section 163(j) limitation 1,481 1,017 Net operating losses 14,961 9,069 Tax credits 4,328 4,171 Other accrued liabilities 97 54 Stock compensation 271 223 Property and equipment - State 2,002 2,625 Property and equipment - Federal — 8,905 Other 3 3 Deferred tax assets 53,098 54,106 Valuation allowance (43,021) (38,756) Net deferred tax assets $ 10,077 $ 15,350 Deferred tax liabilities: Property and equipment $ (4,599) $ — Operating lease right-of-use assets (5,478) (15,350) Total deferred tax liabilities (10,077) (15,350) Net deferred tax liabilities $ — $ — As of April 30, 2023, the Company had federal and state net operating loss (NOL) carryforwards of $61.4 million and $61.3 million, respectively, resulting in an NOL deferred tax asset of $15.0 million. The federal NOLs generated prior to 2018 of $15.1 million, expire at various times between 2029 and 2038. The federal NOLs generated post tax reform (beginning in 2018) of $46.3 million can be carried forward indefinitely. As of April 30, 2023, the Company generated $61.3 million in state NOLs, and this amount is subject to various carryforward periods; the state NOLs will expire at various times between 2024 and 2043. 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 years ended April 30, 2023, April 24, 2022 and April 25, 2021, was an increase of $4.3 million, $3.7 million and $7.8 million, respectively. The fiscal year 2023 and fiscal year 2022 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 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 years ended April 30, 2023 and April 24, 2022, 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 30, 2023 and April 24, 2022, the Company recorded no accrued interest and penalties related to unrecognized tax benefits due to available income tax attribute carryforwards. 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 2019 to the present for federal, and 2019 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 10 — INCOME TAX The Company’s net deferred tax assets at December 31, 2022 and 2021 is as follows: December 31, 2022 2021 Deferred tax assets Capitalized start-up costs $ 329,224 $ 4,009 Net operating loss carryforwards — 2,334 Total deferred tax assets 329,224 6,343 Valuation allowance (317,149) (6,343) Deferred tax liabilities Accrued expenses & other (12,075) — Total deferred tax liabilities (12,075) — Net deferred tax assets $ — — The components of the income tax provision for the years ended December 31, 2022 and 2021 is as follows: December 31, 2022 2021 Current expense Federal $ 783,546 — State — — Deferred benefit Federal (312,476) (4,673) State 1,670 (1,670) Change in Valuation Allowance 310,806 6,343 Income tax expense $ 783,546 — As of December 31, 2022, the Company has no state or federal net operating loss carryforwards. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2022, and for the period from March 10, 2021 (inception) through December 31, 2021, the change in the valuation allowance was $310,806 and $6,343, respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021is as follows: December 31, 2022 2021 Statutory U.S. federal income tax rate 21.00 % 21.00 % Change in fair value of warrant liabilities (18.15) % 0.00 % State taxes, net of federal tax benefit (0.01) % 7.51 % Change in valuation allowance 1.88 % (28.51) % Income tax provision 4.74 % 0.00 % The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to changes in state taxes, net of federal tax benefit, and the recording of full valuation allowances on deferred tax assets. The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns since inception remain open and subject to examination. The Company considers Delaware to be a significant state tax jurisdiction. |
Leases
Leases | 5 Months Ended |
Oct. 15, 2023 | |
Leases [Abstract] | |
Leases | Leases The Company leases various assets, including real estate, retail buildings, restaurant equipment, and office equipment. The Company has noncancelable 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 unaudited condensed consolidated statements of operations for the twenty-four weeks ended October 15, 2023. As of October 15, 2023, the Company entered into additional operating leases with $93,682 in aggregate future fixed lease payments related to new locations, which have not yet commenced. As of October 15, 2023, the Company did not have control of the underlying properties. The components of lease expense are as follows: Twelve Weeks Ended Twenty-Four Weeks Ended October 15, 2023 October 9, 2022 October 15, 2023 October 9, 2022 Operating lease cost $ 3,545 $ 3,037 $ 3,878 $ 5,799 Variable lease cost $ 1,570 $ 1,576 $ 2,870 $ 3,133 Total lease cost $ 5,115 $ 4,613 $ 6,748 $ 8,932 The operating lease costs, except pre-opening costs of $394 and $1,003 for the twelve and twenty-four weeks ended October 15, 2023, respectively, and $266 and $444 for the twelve and twenty-four weeks ended October 9, 2022, are included within store occupancy costs on the Consolidated Statements of Operations. The Company leases various assets, including real estate, retail buildings, restaurant equipment, and office equipment. The Company has noncancelable operating leases expiring at various times through 2036. Policy Elections & Significant Judgments 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. 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, the Company uses its incremental borrowing rate, which is derived based on available information at commencement date. In fiscal year 2022, the Company entered into agreements with landlords to defer and abate rent due to COVID-19 restrictions around government shutdowns and capacity limitations. The Company elected to take the rent reductions as a gain in the period when the abatement agreements became effective which were recorded as an adjustment to variable lease costs within store occupancy costs in the Statements of Operations. The Company recorded deferrals as accrued occupancy costs within the balance sheet, and pay them in accordance with the established agreements. In addition to abatements and deferrals, in some cases the Company renegotiated terms that resulted in an increase to both the right-of-use asset and lease liability of $16,586 in fiscal year 2022 and $1,061 in fiscal year 2021. As of April 30, 2023, the Company entered into additional operating leases with $93,682 in aggregate future fixed lease payments related to new locations, which have not yet commenced. As of April 30, 2023, the Company did not have control of the underlying properties. The components of lease expense are as follows: Fiscal Year Ended April 30, 2023 April 24, 2022 April 25, 2021 Operating Lease Cost $ 14,199 $ 12,381 $ 11,211 Variable Lease Cost 3,616 (1,995) 1,926 Short-term lease cost 43 223 139 Total lease cost $ 17,858 $ 10,609 $ 13,276 The operating lease costs, except pre-opening costs, are included within store occupancy costs on the Consolidated Statements of Operations. Supplemental cash flow information is as follows: Fiscal Year Ended April 30, 2023 April 24, 2022 April 25, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 25,549 $ 20,896 $ 2,017 The aggregate future fixed lease payments for operating leases as of April 30, 2023 are as follows: Operating leases 2024 $ 17,116 2025 23,398 2026 17,885 2027 17,131 2028 16,104 Thereafter 68,017 Total lease payments 159,651 Less: interest (57,526) Total $ 102,125 Other information related to operating leases is as follows: 2023 2022 Weighted-average remaining lease term (years) 9.8 9.5 Weighted-average discount rate 9.5 % 8.6 % |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 5 Months Ended |
Oct. 15, 2023 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock As of October 15, 2023, the Company had nine classes of preferred stock: Series A, B, C, D, E, F, G, H and I (collectively, the “Preferred Stock”). The common stock and Preferred Stock vote on all matters as one class, with each share of common stock and each share of the Preferred Stock being entitled to one vote, and all have a par value of $0.01. There are a total of 25,000,000 shares authorized for all issuances of the Preferred Stock, including 3,132,989 unallocated shares that may be issued as any Series at the Company’s discretion. Each share of each series of Preferred Stock may be converted at any time into shares of common stock at a ratio of one to one. The Company issued five Convertible Notes to individuals in the aggregate of $775 and three Convertible Notes to individuals in the aggregate of $375, during fiscal years 2022 and 2021, respectively. During the twenty-four weeks ended October 9, 2022, seven of the Convertible Notes in the amount of $1,050 were converted into Series G convertible preferred stock and one of the notes in the amount of $100 was repaid. As of October 15, 2023, Preferred Stock consisted of the following: Preferred Stock Authorized Preferred Stock Issued and Outstanding Carrying Value Liquidation Value Series A 2,301,202 2,301,200 $ 1,151 $ 2,915 Series B 471,164 464,914 930 2,303 Series C 240,000 120,000 300 707 Series D 3,229,645 2,670,373 10,340 20,404 Series E 5,000,000 367,833 2,207 3,809 Series F 4,125,000 3,411,292 27,290 41,724 Series G 500,000 355,000 3,550 5,109 Series H 3,000,000 513,333 7,700 10,692 Series I 3,000,000 850,648 21,794 27,000 Total 21,867,011 11,054,593 $ 75,262 $ 114,663 Series A through H Preferred Stock Each series of Preferred Stock is entitled to an 8% cumulative annual dividend upon liquidation given the Preferred Stock has not been converted to common stock. The Company may not declare or pay any dividend, nor make any other distribution (other than a dividend or distribution payable solely in shares of common stock) on or with respect to its common stock or on any class of securities with dividend rights on parity with the Preferred Stock of the Company, unless and until cumulative dividends have been paid, or declared and set aside for payment. As of October 15, 2023 and April 30, 2023, no dividends were declared or paid. The cumulative undeclared dividends are $23,013 and $20,653 in aggregate as of October 15, 2023 and April 30, 2023, respectively. In addition to matters that the holders of Preferred Stock are entitled by law to vote on separately as a class, without the approval by vote or written consent of not less than 66 2/3 percent of the outstanding shares of each series, voting as a separate class, the Company may not (a) alter or change any of the express powers, rights, preferences, privileges, qualifications, limitations, or restrictions of the Preferred Stock; (b) increase the authorized number of shares of Preferred Stock; and (c) repurchase, redeem, or otherwise reacquire shares of the common stock of the Company. Any consolidation of the Company with, or merger of the Company into, another corporation (other than a merger with a subsidiary of the Company in which the Company is the continuing corporation and that does not result in any reclassification or change other than a change in par value, or as a result of a subdivision or combination) and any sales or conveyance to another corporation of the property of the Company in its entirety or substantially in its entirety are deemed to be a liquidation, dissolution, or winding up of the Company. As a result of such occurrence, the redeemable convertible preferred stock is recorded outside of permanent equity as these securities would become redeemable at the option of its holders. The Company has not adjusted the carrying values of the redeemable convertible preferred stock to the redemption amount of such shares in the current year because they are not currently redeemable or probable of being redeemable until such deemed liquidation events occur. Each share of each series of Preferred Stock will automatically be converted into common stock in the event of the closing of a firm commitment underwriting public offering with a price per share that meets or exceeds the specified amount per the Preferred Stock agreement ranging from $0.50 to $15.00. Series I Preferred Stock Concurrently with the execution of the BCA in June 2023, affiliates of the Sponsor of Banyan Acquisition Corporation entered into a securities purchase agreement with the Company to provide $18,000 of bridge financing in the form of Series I Convertible Preferred Stock. The shares of Series I Convertible Preferred Stock will convert into the Company’s common stock in connection with the consummation of the Business Combination. On June 30, 2023 and August 1, 2023, affiliates of the Sponsor of Banyan Acquisition Company provided an additional $1,886 and $1,380, respectively, of bridge financing in the form of Series I Convertible Preferred Stock. Series I Preferred Stock has redemption options available to holders after a certain passage of time. Redeemable shares are classified as mezzanine equity as they are redeemable based on an event that is not solely in the control of the Company. At any time, following June 22, 2030 (seven years after the earliest original issuance date of a Series I preferred stock), the holders of a majority of the then outstanding shares of our Series I Preferred Stock may deliver a liquidation demand notice to the Company requesting that the Company effect a Series I liquidation event. Within one year after its receipt of such notice, the Company shall, at its discretion, elect one of the following actions: (i) redeem the shares at their fair market value, (ii) effect the sale of all of the equity securities of the Company for cash, or (iii) effect a qualified public offering. The Series I Preferred Stock was initially measured at fair value, which is the transaction price (i.e., proceeds received). At each reporting period end, the Company will adjust the initial Series I carrying amount to its redemption fair value. Changes in the carrying value are recognized in additional paid-in-capital. During the second quarter of fiscal year 2024, there was no change to the redemption value other than the cumulative unpaid dividends of $528. Series I Holders are entitled to cast the same number of votes equal to the number of common stock shares the Series I are convertible into on all matters except the election of members to the Board of Directors (only holders of common stock are entitled to elect members to the Board of Directors). From and after the date of the issuance of any shares of Series I, dividends at the rate per annum of $2.00 per share shall accrue on such shares of Series I, subject to appropriate adjustment in the event of any stock dividend, stock split, combination, or other similar recapitalization affecting such shares. The Series I dividends shall accrue from day to day based on a 360-day year, whether or not declared, and shall be cumulative; provided, however, that, except as set forth in the Certificate of Designations, the Company shall be under no obligation to pay such Series I Accrued Dividends. As of October 15, 2023, the cumulative accrued Series I Preferred Stock dividend is $528. Upon conversion of a share of Series I Preferred Stock into common stock, accrued dividends with respect to such shares will cease to be accrued or payable. If the shares of Series I Preferred Stock are deemed to have converted to common stock in connection with a liquidation event, the cumulative unpaid accrued dividends will be paid in cash. Upon a De-SPAC transaction with Banyan Acquisition Corporation, the dividends shall not be payable and will be converted into common stock. Liquidation Event In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company, before any distribution or payment may be made to or set apart for the holders of common stock, the holders of Series A, B, C, D, E, F, G, H and I Preferred Stock are entitled to receive from the assets of the Company the amount of $0.50, $2.00, $2.50, $3.87, $6.00, $8.00, $10.00, $15.00 and $25.00 per share, respectively, plus an amount equal to all dividends declared but unpaid to the date of such liquidation, dissolution, or winding up of the Company (the “Liquidation Value”). If the assets of the Company are legally available for distribution to holders, and the Company’s capital stock are insufficient to provide the payment in full, then the assets of the Company available are to be distributed amongst the holders of Series I first, Series H second, Series G third, to Series D, E, and F fourth, and then to Series A, B, and C stock on a pro rata basis. As of April 30, 2023, the Company had eight classes of preferred stock: Series A, B, C, D, E, F, G, and H (collectively, the “Preferred Stock”). The common stock and Preferred Stock vote on all matters as one class, with each share of common stock and each share of the Preferred Stock being entitled to one vote, and all have a par value of $0.01. There are a total of 21,242,011 shares authorized for all issuances of the Preferred Stock, including 2,375,000 unallocated shares that may be issued as any Series at the Company’s discretion. Each share of each series of Preferred Stock may be converted at any time into shares of common stock at a ratio of one to one. As of April 30, 2023, Preferred Stock consisted of the following: Preferred Stock Authorized Preferred Stock Issued and Outstanding Carrying Value Liquidation Value Series A 2,301,202 2,301,200 1,151 2,873 Series B 471,164 464,914 930 2,268 Series C 240,000 120,000 300 696 Series D 3,229,645 2,670,373 10,340 20,043 Series E 5,000,000 367,833 2,207 3,727 Series F 4,125,000 3,411,292 27,290 40,720 Series G 500,000 355,000 3,550 4,979 Series H 3,000,000 513,333 7,700 10,409 Total 18,867,011 10,203,945 53,468 85,715 Each series of Preferred Stock is entitled to an 8% cumulative annual dividend upon liquidation given the Preferred Stock has not been converted to Common Stock. The Company may not declare or pay any dividend, nor make any other distribution (other than a dividend or distribution payable solely in shares of common stock) on or with respect to its common stock or on any class of securities with dividend rights on parity with the Preferred Stock of the Company, unless and until cumulative dividends have been paid, or declared and set aside for payment. As of April 30, 2023, April 24, 2022, and April 25, 2021, no dividends were declared or paid. The cumulative undeclared dividends are $20,653, $16,691 and $13,084 in aggregate as of April 30, 2023, April 24, 2022, and April 25, 2021, respectively. In addition to matters that the holders of Preferred Stock are entitled by law to vote on separately as a class, without the approval by vote or written consent of not less than 66 2/3 percent of the outstanding shares of each series, voting as a separate class, the Company may not (a) alter or change any of the express powers, rights, preferences, privileges, qualifications, limitations, or restrictions of the Preferred Stock; (b) increase the authorized number of shares of Preferred Stock; and (c) repurchase, redeem, or otherwise reacquire shares of the common stock of the Company. In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company, before any distribution or payment may be made to or set apart for the holders of common stock, the holders of Preferred Stock are entitled to receive from the assets of the Company the amount of $0.50, $2.00, $2.50, $3.87, $6.00, $8.00, $10.00, and $15.00 per share, respectively, plus an amount equal to all dividends accrued but unpaid to the date of such liquidation, dissolution, or winding up of the Company (the “Liquidation Value”). If the assets of the Company are legally available for distribution to holders, and the Company’s capital stock are insufficient to provide the payment in full, then the assets of the Company available are to be distributed amongst the holders of Series H first, Series G second, to Series D, E, and F third, and then to Series A, B, and C stock on a pro rata basis. Any consolidation of the Company with, or merger of the Company into, another corporation (other than a merger with a subsidiary of the Company in which the Company is the continuing corporation and that does not result in any reclassification or change other than a change in par value, or as a result of a subdivision or combination) and any sales or conveyance to another corporation of the property of the Company in its entirety or substantially in its entirety are deemed to be a liquidation, dissolution, or winding up of the Company. As a result of such occurrence, the redeemable convertible preferred stock is recorded outside of permanent equity as these securities would become redeemable at the options of its holders. The Company has not adjusted the carrying values of the redeemable convertible preferred stock to the redemption amount of such shares in the current year because they are not currently redeemable or probable of being redeemable until such deemed liquidation events occur. |
Stock-Based Compensation
Stock-Based Compensation | 5 Months Ended |
Oct. 15, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company’s equity incentive plan, the 2008 Equity Incentive Plan (the “Plan”), provided for the issuance of 2,900,000 common stock shares in the form of an option award or restricted stock award to eligible employees and directors. On October 19, 2023, the Board of Directors approved a new equity incentive plan, the 2023 Stock Option Plan (the “2023 Plan”), which provides for the issuance of 1,500,000 common stock shares in the form of an option award eligible to employees and directors. Under both plans, option awards vest 20% at the end of each year over 5 years and expire 10 years from the date of grant, or generally within 90 days of employee termination. There were no restricted stock awards outstanding as of October 15, 2023. A summary of equity classified option activity for the twenty-four weeks ended October 15, 2023 is as follows: Options Number of Options Weighted-average Exercise Price Weighted-average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at April 30, 2023 2,284,399 $ 9.84 6.56 $ 16,628 Granted 619,500 22.77 Exercised — — Expired (13,000) 3.35 Forfeited or cancelled (41,047) 14.65 Outstanding at October 15, 2023 2,849,852 $ 12.61 6.90 $ 8,250 Exercisable at October 15, 2023 1,299,441 $ 7.53 4.64 The unrecognized expense related to our stock option plan totaled approximately $5,112 as of October 15, 2023 and will be expensed over a weighted average period of 3.04 years. The Company’s equity incentive plan, the 2008 Equity Incentive Plan (the “Plan”), provided for the issuance of 2,900,000 common stock shares in the form of an option award or restricted stock award to eligible employees and directors. Option awards vest 20% at the end of each year over 5 years. The options expire 10 years from the date of grant, or generally within 90 days of employee termination. There were no restricted stock awards outstanding as of April 30, 2023 and April 24, 2022. The fair value of option awards is estimated on the date of grant using the Hull White Binomial Lattice option model for options with service and market conditions and a Black-Scholes option valuation model for options with service conditions. Both valuation models utilize assumptions noted in the following table. Since the Company’s stock is not publicly traded, the expected volatility was based on an average of the historical volatility of certain of the Company’s competitors’ stocks over the expected term of the stock-based awards. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The assumptions used in the valuation of stock options granted during fiscal years 2023, 2022 and 2021 were as follows: Fiscal Year 2023 Fiscal Year 2022 Fiscal Year 2021 Expected volatility 35%-40% 70.00 % 72.00 % Expected dividends — — — Expected term (in years) N/A 6.5 6.5 Risk-free rate 2.67%-4.10% 2.88 % 0.34 % Weighted average grant-date fair value $ 1.86 $ 1.71 $ 1.39 As of April 30, 2023, under the Plan, 92,430 shares of common stock, were available for future grants. A summary of equity classified option activity under the Plan for the years ended April 30, 2023, April 24, 2022, and April 25, 2021 is presented below: Options Number of Options Weighted-average Exercise Price Weighted-average Remaining Contractual Term (in years) Outstanding at April 26, 2020 2,225,200 $ 6.64 7.57 Granted 433,163 8.00 Exercised (77,000) 2.52 Forfeited or cancelled (313,769) 7.53 Outstanding at April 25, 2021 2,267,594 $ 6.88 7.15 Granted 547,000 12.54 Exercised (10,000) 3.00 Expired (27,500) 3.00 Forfeited or cancelled (633,209) 7.30 Outstanding at April 24, 2022 2,143,885 $ 8.27 6.82 Granted 644,500 15.00 Exercised (11,708) 5.63 Expired (40,500) 3.00 Forfeited or cancelled (451,778) 10.45 Outstanding at April 30, 2023 2,284,399 $ 9.84 6.56 Exercisable at April 24, 2022 1,037,077 $ 6.36 5.06 Exercisable at April 30, 2023 1,201,860 $ 7.07 4.77 |
Warrants
Warrants | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Oct. 15, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | |||
Warrants | Warrants As of October 15, 2023, outstanding warrants were as follows: Warrants Number of Warrants Weighted-Average Exercise Price Outstanding at April 30, 2023 483,649 $ 1.31 Granted 48,530 0.01 Expired — — Outstanding as of October 15, 2023 532,179 $ 1.19 In fiscal year 2023, the Company issued 267,000 warrants to Silverview Credit Partners LP (“Silverview”), recorded at fair value in additional paid-in capital within the condensed consolidated balance sheet of $1,712, net of issuance costs. Upon surrender of these warrants, the holder is entitled to purchase one share of the Company’s common stock at $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 and fair value of $10. On August 1, 2023, the Company and Silverview amended and restated a warrant agreement to correct the number of shares of common stock Silverview is 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 remain issued. Under the term loan agreement, the Company is contractually obligated to issue a specified number of warrants to Silverview in the event the Company elects to exercise its right to obtain additional funding from Silverview under the Tranche 2 loan agreement. Therefore, the remaining warrants, are considered contingently issuable and the contingency is satisfied when a draw on Tranche 2 occurs. As a result of the amended and restated warrant agreement, 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 is satisfied, the respective warrant shares will be considered indexed to the Company’s common stock and qualify for equity classification under the derivative scope exception provided by 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 Tranche 2 loan commitment on July 27, 2023 (see Note 4). As of August 1, 2023, 179,272 shares were considered issued warrants and 87,728 shares were considered contingently issuable warrants. For accounting purposes, all 267,000 warrants were still considered issued and outstanding. On September 29, 2023, the Company issued 11,443 warrants in exchange for the issuance of borrowing $1,500 under the Tranche 2 loan. As the contingency was satisfied for these warrants, $173 was reclassed from the warrant liability to additional paid-in-capital. As of October 15, 2023, the Company recorded a warrant liability of $1,049 in other accrued liabilities for 76,285 of the Silverview contingently issuable warrants. In April 2023 and July 2023, the Company also issued 111,619 and 48,530 warrants, respectively, to Granite Creek Capital Partners LLC (“Granite Creek”) in connection with its equipment loan agreements. The lender has the right to require the Company 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 require liability classification in accordance with ASC 480, and as a result, recorded a warrant liability of $1,925 and $2,202 in other accrued liabilities as of April 30, 2023 and October 15, 2023, respectively. In determining the fair value of the Granite Creek warrants and Silverview contingently issuable warrants as of October 15, 2023, the Company utilized the intrinsic value valuation method using level 3 inputs consisting of the fair value of common stock as of October 15, 2023 less the exercise price of $0.01 for Silverview and previously issued Granite Creek warrants and less the exercise price of $0.001 for the Granite Creek warrants issued in July 2023. The Company adjusts the warrants to fair value at each reporting period. During the twenty-four weeks ended October 15, 2023, the change in the fair value was as follows: Warrant liability as of April 30, 2023 $ 1,925 Change in fair value 409 Warrant liability as of July 23, 2023 $ 2,334 Granted to Granite Creek 1,015 Reclassification of liability-classified warrants 1,834 Issuance of contingently issuable shares (173) Change in fair value (1,759) Warrant liability as of October 15, 2023 $ 3,251 The change in fair value of the warrant is reported on a separate line item in the unaudited condensed consolidated statement of operations. Upon surrender of these warrants, the holder is entitled to purchase one share of the Company’s common stock at $0.01. All outstanding warrants expire at the earlier of 10 years from the date of issuance (various dates during fiscal years 2024 through 2033) or upon consummation of an initial public offering by the Company or certain other company transactions and are exercisable as of October 15, 2023, excluding the contingently issuable warrants. As of April 30, 2023, April 24, 2022, and April 25, 2021, outstanding warrants were as follows: Warrants Number of Warrants Weighted-Average Exercise Price Outstanding at April 26, 2020 186,797 $ 3.45 Outstanding at April 25, 2021 186,797 $ 3.45 Exercised (55,791) 1.00 Outstanding at April 24, 2022 131,006 $ 4.49 Granted 386,119 0.20 Expired (33,476) 1.00 Outstanding at April 30, 2023 483,649 $ 1.31 In fiscal year 2023 the Company issued 267,000 warrants to Silverview Credit Partners LP, recorded at fair value in additional paid-in capital within the Consolidated Balance sheet of $1,712, net of issuance costs (see Note 9). Upon surrender of these warrants, the holder is entitled to purchase one share of the Company’s common stock at $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 and fair value of $10. In April 2023, the Company also issued 111,619 warrants to Granite Creek Capital Partners LLC in connection with its equipment loan agreement. The lender has the right to require the Company 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 require liability classification in accordance with ASC 480, and as a result, recorded a warrant liability of $1,925 in other accrued liabilities (see Note 6). In determining fair value at issuance date on April 19, 2023, the Company utilized the intrinsic value valuation method using level 3 inputs consisting of the fair value of common stock as of April 30, 2023 less the exercise price of $0.01. The Company adjusts the warrants to fair value at each reporting period. Upon surrender of these warrants, the holder is entitled to purchase one share of the Company’s common stock at $0.01. | NOTE 6 — STOCKHOLDERS’ (DEFICIT) EQUITY Preferred stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding. Class A common stock — The Company is authorized to issue 240,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. On April 21, 2023, Class A stockholders redeemed 20,151,313 shares of Class A common stock subject to possible redemption in connection with the stockholder vote to approve the Company’s Extension Option. On April 21, 2023, the Sponsor converted 2,000,000 shares of Class B common stock into 2,000,000 shares of Class A common stock on a one-for-one basis. The 2,000,000 converted shares Class A common stock do not have any redemption features and do not participate in the income earned on the Trust Account. At September 30, 2023 and December 31, 2022, there were 2,000,000 and no shares of Class A common stock issued and outstanding, respectively, excluding 3,998,687 and 24,150,000 shares of Class A common stock subject to possible redemption, respectively. Class B common stock — The Company is authorized to issue 60,000,000 shares of Class B common stock with a par value of $0.0001 per share. In March 2021, the Sponsor purchased 8,625,000 shares of Class B common stock for an aggregate purchase price of $25,000 and an aggregate of 142,500 of such shares Founder Shares were subsequently transferred to our independent directors, executive officers and special advisor and other third parties. On November 30, 2021, the Sponsor surrendered 1,725,000 shares of Class B common stock as a result of changes to the terms of the Initial Public Offering. On January 19, 2022, the Company issued an additional 345,000 shares of Class B common stock pursuant to a stock split for no additional consideration as a result of the upsize to the Company’s Initial Public Offering. Share amounts and related information have been retrospectively restated for the share surrender and stock split. On April 21, 2023, the Sponsor converted 2,000,000 shares of Class B common stock into 2,000,000 shares of Class A common stock on a one-for-one basis. Thus, as of September 30, 2023 and December 31, 2022, the Company presented 5,245,000 and 7,245,000 shares of Class B common stock issued and outstanding on the balance sheet, respectively. With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our Initial Business Combination, except as required by law, holders of our Founder Shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. However, prior to the consummation of the Initial Business Combination, holders of the Class B common stock will have the right to elect all of the Company’s directors and may remove members of the board of directors for any reason. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of an Initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of an Initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, subject to adjustment for stock splits, stock dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like, in the aggregate, on an as-converted basis, 23% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with an Initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in an Initial Business Combination and excluding any Private Placement Warrants issued to our Sponsor, its affiliates or any member of our management team upon conversion of Working Capital Loans. | NOTE 6 — STOCKHOLDERS’ (DEFICIT) EQUITY Preferred stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2022 and 2021, there were no shares of preferred stock issued or outstanding. Class A common stock — The Company is authorized to issue 240,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At December 31, 2022, there were no shares of Class A common stock issued and outstanding, excluding 24,150,000 shares of Class A common stock subject to possible redemption. At December 31, 2021, there were no shares of Class A common stock issued or outstanding. Class B common stock — The Company is authorized to issue 60,000,000 shares of Class B common stock with a par value of $0.0001 per share. In March 2021, the Sponsor purchased 8,625,000 Founder Shares for an aggregate purchase price of $25,000 and an aggregate of 142,500 of such Founder Shares were subsequently transferred to our independent directors, executive officers and special advisor and other third parties. On November 30, 2021, the Sponsor surrendered 1,725,000 Founder Shares as a result of changes to the terms of the Initial Public Offering. On January 19, 2022, the Company issued an additional 345,000 shares of Class B common stock pursuant to a stock split for no additional consideration as a result of the upsize to the Company’s Initial Public Offering. With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our initial business combination, except as required by law, holders of our Founder Shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. However, prior to the consummation of the Business Combination, holders of the Class B common stock will have the right to elect all of the Company’s directors and may remove members of the board of directors for any reason. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, subject to adjustment for stock splits, stock dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like, in the aggregate, on an as-converted basis, 23% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and excluding any private placement warrants issued to our Sponsor, its affiliates or any member of our management team upon conversion of Working Capital Loans. |
Net Earnings (Loss) Per Share
Net Earnings (Loss) Per Share | 5 Months Ended |
Oct. 15, 2023 | |
Earnings Per Share [Abstract] | |
Net Earnings (Loss) Per Share | Net Earnings (Loss) Per Share Beginning in fiscal year 2024, 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 Series I Preferred Stock to be a participating security as the holders are entitled to receive dividends on an as-if converted basis equal to common stock in addition to the Series I Preferred Stock dividend yield. Basic net (loss) income per share is computed by dividing net (loss) income attributable to common shareholders 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 Tranche 2 loan being received, they have not been included in the calculation of basic net (loss) income per share. Diluted net (loss) income 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. Diluted net (loss) income per share reflects the weighted average dilutive impact of all potentially dilutive securities from the date of issuance and is computed using the treasury stock and if-converted methods. The if-converted method is used to determine if the impact of conversion of the preferred stock into common stock is more dilutive and for Series I, if such conversion is more dilutive than the Series I dividends to net (loss) income per share. If so, the preferred stock is assumed to have been converted at the later of the beginning of the period or the time of issuance, and the resulting ordinary shares are included in the denominator and the dividends are added back to the numerator. 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) earnings per share of common stock for the twelve and twenty-four weeks ended October 15, 2023 and October 9, 2022: Twelve Weeks Ended Twenty-Four Weeks Ended October 15, 2023 October 9, 2022 October 15, 2023 October 9, 2022 Numerator: Net (loss) income (7,283) (3,390) (10,329) 1,645 Cumulative unpaid dividends on preferred stock (394) — (528) — Change in redemption amount of preferred stock — — (1,423) — Net loss on which basic and diluted earnings per share is calculated (7,677) (3,390) (12,280) 1,645 Denominator: Weighted average common shares outstanding, basic 6,535 6,168 6,550 6,168 Dilutive awards outstanding — — — 10,824 Weighted average common shares outstanding, diluted 6,535 6,168 6,550 16,992 Earnings (loss) per share: Basic $ (1.17) $ (0.55) $ (1.87) $ 0.27 Diluted (1.17) (0.55) (1.87) 0.10 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): Twelve Weeks Ended Twenty-Four Weeks Ended October 15, 2023 October 9, 2022 October 15, 2023 Stock options 2,850 2,256 2,850 Preferred stock (as converted to common shares) 12,383 10,204 12,383 Convertible debt (as converted to common shares) 513 507 513 Contingently issuable warrants 76 — 76 Warrants 105 105 105 Total common stock equivalents 15,927 13,072 15,927 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 30, 2023, April 24, 2022, and April 25, 2021: April 30, 2023 April 24, 2022 April 25, 2021 Net loss on which basic and diluted earnings per share is $ calculated $ (7,525) $ (9,917) $ (29,998) Number of weighted shares on which basic and diluted earnings per share is calculated 6,210 6,108 6,079 Basic loss per share (1.21) (1.62) (4.93) Diluted loss per share (1.21) (1.62) (4.93) Basic loss per common share attributable to the Company’s shareholders is calculated by dividing the net loss by the weighted average number of common shares issued and outstanding, including issued but unexercised pre-funded warrants outstanding during the respective periods. Diluted loss per share is calculated by taking net loss, divided by the weighted average common shares outstanding adjusted for the effect of potentially dilutive stock or equivalents, including preferred stock, convertible debt, warrants and stock options, to the extent not considered anti-dilutive. As the Company is in a net loss position, basic loss per share equals that of diluted loss per share as inclusion of the potential common shares would be anti-dilutive. 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 above (in thousands): Fiscal Year 2023 Fiscal Year 2022 Fiscal Year 2021 Stock options 2,284 2,144 2,268 Preferred stock (as converted to common shares) 10,204 10,086 9,586 Convertible debt (as converted to common shares) 500 500 — Warrants 105 131 187 Total common stock equivalents 13,093 12,861 12,040 |
Commitment and Contingencies
Commitment and Contingencies | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Oct. 15, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Commitments and Contingencies | 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 their ultimate disposition should not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. 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 their ultimate disposition should not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. | NOTE 8 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale. The holders will have the right to require us to register for resale these securities pursuant to a shelf registration under Rule 415 under the Securities Act. The holders of a majority of these securities will also be entitled to make up to three demands, plus short form registration demands, that we register such securities. In addition, the holders will be entitled to certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our Initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriter Agreement The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 3,150,000 additional Units to cover over-allotments at the Initial Public Offering price less the underwriting discount. The underwriters exercised the over-allotment option in full on January 24, 2022. The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $4,830,000 in the aggregate, paid upon the closing. In addition, the underwriters are entitled to a deferred fee of $0.40 per Unit, or $9,660,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement. On June 22, 2023, the Company and the underwriter entered into an agreement to reduce the deferred underwriter commission payable upon consummation of the Initial Business Combination from $9,660,000 to $3,622,500. In the event the funds available in the Trust Account upon the consummation of the Initial Business Combination are insufficient to pay the underwriter for the deferred underwriter commission, the Company will pay the underwriter, in cash, upon consummation of the Initial Business Combination, as a capital markets advisory fee, an amount equal to the difference between the deferred underwriting commission actually paid to the underwriter and $3,622,500 such that their total compensation from the deferred underwriting commission plus the capital markets advisory fee equals $3,622,500. As such, the Company has reduced the deferred underwriter fee payable on its condensed consolidated balance sheets to $3,622,500 as of September 30, 2023. Placement Agent Agreement On June 19, 2023, the Company engaged William Blair & Company, L.L.C. (“William Blair”) as co-placement agent with BTIG, LLC (“BTIG”) (together, the “Placement Agents”) in connection with the Company’s Initial Business Combination. If the Initial Business Combination is consummated, William Blair will be paid a success fee of $4,000,000. In the event a securities offering is consummated, the Company will pay the Placement Agents an aggregate placement fee of 5.00% of the total transaction consideration. No amounts have been accrued for as of September 30, 2023 as they are contingent on the consummation of the Initial Business Combination and securities offering. Business Combination Agreement On June 23, 2023 the Company announced that the Company, Merger Sub and Pinstripes, Inc., a Delaware corporation (“Pinstripes”), had entered into a Business Combination Agreement, dated as of June 22, 2023 (the “Pinstripes Agreement”). Pinstripes, Merger Sub and the Company are collectively referred to herein as the “Parties.” Pinstripes is an experiential dining and entertainment brand combining bistro, bowling, bocce and private event space. Pursuant to the Pinstripes Agreement, it is anticipated that (a) Merger Sub shall merge with and into Pinstripes (the “Merger”), with Pinstripes being the surviving corporation of the Merger (Pinstripes, in its capacity as the surviving company of the Merger, the “Post-Business Combination Surviving Company”), and as a result of which the Post-Business Combination Surviving Company will become a wholly owned subsidiary of the Company. The Merger and the other transactions contemplated by the Pinstripes Agreement are hereinafter referred to as the “Business Combination”. The Company initially filed a Registration Statement on Form S-4 with respect to the Business Combination with the SEC on September 11, 2023 and the Company anticipates that the Business Combination will close in the fourth quarter of 2023, following the receipt of the required approval by the Company’s stockholders and the fulfillment or waiver of other closing conditions. In accordance with the terms and subject to the conditions of the Pinstripes Agreement, at the effective time of the Merger, each outstanding share of common stock, par value $0.01 of Pinstripes (the “Pinstripes Common Stock”) (including shares of Pinstripes Common Stock resulting from the conversion of preferred stock of Pinstripes and excluding Dissenting Shares (as defined in the Pinstripes Agreement), any cancelled treasury shares and shares of Pinstripes Common Stock issued in connection with the conversion of the Series I Convertible Preferred Stock (as defined in the Pinstripes Agreement)) will be cancelled and extinguished and converted into the right to receive the number of shares of common stock, par value $0.0001 per share of the Company (the “Company Common Stock”) determined in accordance with the Pinstripes Agreement based on a pre-money equity value of Pinstripes of $429,000,000 and a price of $10 per share of Company Common Stock. The Series I Convertible Preferred Stock of Pinstripes will be converted into Pinstripes Common Stock immediately prior to the closing of the Business Combination (the “Closing”) and, at the effective time of the Merger, such resulting shares of Pinstripes Common Stock will be cancelled and extinguished and converted into the right to receive the number of shares of Company Common Stock determined in accordance with the Pinstripes Agreement based on an exchange ratio of 2.5 shares of Company Common Stock for each share of Pinstripes Common Stock resulting from the conversion of the Series I Preferred Stock of Pinstripes immediately prior to the Closing. On September 26, 2023, the Company, Merger Sub Inc., and Pinstripes entered into the Amended and Restated Business Combination Agreement, which amends and restates the Pinstripes Agreement (as so amended and restated, the “Amended Pinstripes Agreement”). Pursuant to the Amended Pinstripes Agreement: (a) the Company and Pinstripes revised the definition of “Equity Value”, from $429,000,000 to $379,366,110 and (b) the Company shall provide holders of common stock of Pinstripes prior to the closing of the Business Combination with an aggregate of 5 million shares of Class B common stock of the post-closing combined company, which shall be subject to certain vesting and forfeiture conditions and restrictions on transfer as implemented by the issuance of 2,500,000 shares of Series B-1 common stock of the post-closing combined company, par value $0.0001 per share and 2,500,000 shares of Series B-2 common stock of the post-closing combined company, par value $0.0001 per share, which shall convert into shares of Company Common Stock upon the satisfaction of certain vesting conditions (the “Earnout Shares”). The Earnout Shares shall be subject to vesting conditions and forfeiture as follows: (i) 50% of the Earnout Shares shall be issued as Series B-1 common stock of the post-closing combined company and shall vest and no longer be subject to forfeiture if the volume weighted average share price of the Company Common Stock equals or exceeds $12.00 per share for any 20 trading days within any consecutive 30-trading day period commencing five months after the closing of the Business Combination and (ii) 50% of the Earnout Shares shall be issued as shares of Series B-2 common stock of the post-closing combined company and shall vest and no longer be subject to forfeiture if the volume weighted average share price of the Company Common Stock equals or exceeds $14.00 per share for any 20 trading days within any consecutive 30-trading day period commencing five months after the closing of the Business Combination. Bridge Financing On June 22, 2023, concurrently with the execution of the Pinstripes Agreement, affiliates of the Sponsor entered into a securities purchase agreement with Pinstripes to provide $18.0 million of bridge financing in the form of Series I Convertible Preferred Stock of Pinstripes (the “Bridge Financing”). Since the initial closing of the Bridge Financing, affiliates of the Sponsor have provided $3,266,200 of additional financing to Pinstripes in the form of Series I Convertible Preferred Stock of Pinstripes. The shares of Series I Convertible Preferred Stock received by such affiliates will convert, pursuant to the terms of the Pinstripes Agreement, into shares of Company Common Stock in connection with the consummation of the Business Combination. Sponsor Letter Agreement On June 22, 2023, concurrently with the execution of the Pinstripes Agreement, the Company, the Sponsor, George Courtot, Bruce Lubin, Otis Carter, Kimberley Annette Rimsza, Matt Jaffee and Brett Biggs amended that certain letter agreement, dated as of January 19, 2022, by and among the Company and the parties thereto, and Pinstripes joined as a party to such letter agreement (the “Amended Sponsor Letter Agreement”), to take into account entry into the Pinstripes Agreement. The Amended Letter Agreement is included as Exhibit 10.1 hereto. Registration Rights Agreement At the closing of the Business Combination, it is anticipated that the Company, the Sponsor Parties and certain equityholders of Pinstripes will enter into an Amended and Restated Registration Rights Agreement, pursuant to which, among other things, the parties thereto will be granted customary registration rights with respect to shares of the post-Business Combination company. Security Holder Support Agreement On June 22, 2023, concurrently with the execution of the Pinstripes Agreement, the Company, Pinstripes and certain security holders of Pinstripes entered into security holder support agreements with respect to the Business Combination (the “Security Holder Support Agreement”). The Security Holder Support Agreement is included as Exhibit 10.2 hereto. Lockup Agreement On June 22, 2023, concurrently with the execution of the Pinstripes Agreement, the Company, Pinstripes and certain security holders of Pinstripes (the “Pinstripes Security Holders”) entered into a lockup agreement with respect to the Business Combination (the “Lockup Agreement”). The Lockup Agreement is included as Exhibit 10.3 hereto. Director Designation Agreement At the closing of the Business Combination, it is anticipated that the Company and Mr. Dale Schwartz will enter into Director Designation Agreement (the “Director Designation Agreement”). The form of the Director Designation Agreement is included as Exhibit 10.4 hereto. Non-Redemption Agreements The Company and the Sponsor entered into certain non-redemption agreements with certain unaffiliated third parties, pursuant to which the Sponsor agreed to transfer an aggregate of 1,018,750 shares of Class B common stock to such third parties immediately following consummation of an Initial Business Combination in exchange for the non-redemption of 4,075,000 shares of Class A common stock. The Company estimated the aggregate fair value of such 1,018,750 shares of Class B common stock transferable to certain unaffiliated third parties pursuant to the non-redemption agreements to be $893,000 or approximately $0.88 per share. The excess fair value of such Class B common stock, or $892,911, was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A (“SAB Topic 5A”). Accordingly, in substance, it was recognized by the Company as a capital contribution by the affiliates of the Sponsor to induce the unaffiliated third parties not to redeem their Class A common stock, with a corresponding charge to additional paid-in capital to recognize the fair value of the Class B common stock subject to transfer as an offering cost. | NOTE 8 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale. The holders will have the right to require us to register for resale these securities pursuant to a shelf registration under Rule 415 under the Securities Act. The holders of a majority of these securities will also be entitled to make up to three demands, plus short form registration demands, that we register such securities. In addition, the holders will be entitled to certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriter Agreement The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 3,150,000 additional Units to cover over-allotments at the Initial Public Offering price less the underwriting discount. The underwriters exercised the over-allotment option in full on January 24, 2022. The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $4,830,000 in the aggregate, paid upon the closing. In addition, the underwriters are entitled to a deferred fee of $0.40 per Unit, or $9,660,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Related Party Transactions_2
Related Party Transactions | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Oct. 15, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |||
Related Party Transactions | Related Party Transactions For the twelve and twenty-four weeks ended October 15, 2023 and October 9, 2022, 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 $10 and $21, and $1,367 and $4,119, respectively. As of October 15, 2023 and April 30, 2023, $1,742 and $1,911 due to this related party is included in accounts payable within the condensed consolidated balance sheets, respectively. For the fiscal years ended April 30, 2023, April 24, 2022 and April 25, 2021, 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 $6,553, $1,043, and $576, respectively. As of April 30, 2023 and April 24, 2022, $1,911 and $837 due to this related party is included in accounts payable within the Consolidated Balance Sheets, respectively. | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares In March 2021, the Sponsor purchased 8,625,000 Founder Shares for an aggregate purchase price of $25,000 and an aggregate of 142,500 of such Founder Shares were subsequently transferred to our independent directors, executive officers and special advisor and other third parties. The fair value of the shares transferred is de minimis. On November 30, 2021, the Sponsor surrendered 1,725,000 Founder Shares as a result of changes to the terms of the Initial Public Offering, resulting in the Sponsor owning 6,900,000 Founder Shares. On January 19, 2022, the Company issued an additional 345,000 shares of Class B common stock pursuant to a stock split for no additional consideration as a result of the upsize to the Company’s Initial Public Offering (see Note 6). The number of Founder Shares outstanding collectively represents approximately 23% of the Company’s issued and outstanding shares after the Initial Public Offering. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of an Initial Business Combination or (B) subsequent to an Initial Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after an Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Promissory Note — Related Party In March 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and was due upon the consummation of the Initial Public Offering. On January 24, 2022, the Company paid $289,425, the full amount outstanding under the Promissory Note, to the Sponsor. Convertible Promissory Notes – Related Parties On June 1, 2023, the Company entered into promissory note agreements with certain related parties (the “Related Party Promissory Notes”), pursuant to which the Company could borrow up to an aggregate principal amount of $2,000,000. The Related Party Promissory Notes are non-interest bearing and are due upon the consummation of the consummation of an Initial Business Combination. If an Initial Business Combination is not consummated, the Related Party Promissory Notes are only repaid solely to the extent the Company has funds available to it outside of the Trust Account, and that all other amounts will be contributed to capital, forfeited, eliminated or otherwise forgiven or eliminated. Upon consummation of an Initial Business Combination, the payees have the option, but not the obligation, to convert up to an aggregate $1,500,000 of the total outstanding principal amounts of the Related Party Promissory Notes, in whole or in part, into warrants of the Company (each, a “Warrant”) at a price of $1.00 per Warrant. Each Warrant is exercisable for one share of Class A common stock, $0.0001 par value per share, of the Company. The Warrants will be identical to the Private Placement Warrants issued to the Sponsor at the time of the Company’s Initial Public Offering. As of September 30, 2023 and December 31, 2022, there was $506,000 and $0 outstanding under the Related Party Promissory Notes, respectively. The Company determined that the fair value of the conversion option is de minimis as of the date of the promissory note draws through September 30, 2023. As such, the Company has recorded the Related Party Promissory Notes balance at amortized cost on the balance sheets. Related Party Loans In addition, in order to finance transaction costs in connection with an Initial Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). The Working Capital Loans would either be repaid upon consummation of an Initial Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans, or up to an aggregate of $4,830,000 of such Working Capital Loans with respect to funded extension periods, may be convertible into warrants at a price of $1.00 per warrant, of the post-Business Combination entity. If the Company completes an Initial Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that an Initial Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The warrants would be identical to the Private Placement Warrants. As of September 30, 2023 and December 31, 2022, there was $506,000 and $0 outstanding under the Working Capital Loans as the Related Party Promissory Notes entered into on June 1, 2023 are Working Capital Loans. Support Services Agreement Commencing on the listing date, the Company agreed to pay the Sponsor pursuant to a support services agreement a total of $10,000 per month for office space provided to the Company. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company’s contractual obligation under the support services agreement to pay these monthly fees will cease. For the three and nine months ended September 30, 2023, the Sponsor permanently waived its right to receive such fees from the Company. The Sponsor expects to continue to permanently waive its rights to receive such fees in future periods. | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares In March 2021, the Sponsor purchased 8,625,000 Founder Shares for an aggregate purchase price of $25,000 and an aggregate of 142,500 of such Founder Shares were subsequently transferred to our independent directors, executive officers and special advisor and other third parties. The fair value of the shares transferred is de minimis. On November 30, 2021, the Sponsor surrendered 1,725,000 Founder Shares as a result of changes to the terms of the Initial Public Offering, resulting in the Sponsor owning 6,900,000 Founder Shares. On January 19, 2022, the Company issued an additional 345,000 shares of Class B common stock pursuant to a stock split for no additional consideration as a result of the upsize to the Company’s Initial Public Offering (see Note 6). The number of Founder Shares outstanding collectively represents approximately 23% of the Company’s issued and outstanding shares after the Initial Public Offering. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock reorganizations, recapitalizations and the like) for any 20 trading days within any 30- trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Promissory Note — Related Party In March 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and was due upon the consummation of the Initial Public Offering. On January 24, 2022, the Company paid $289,425, the full amount outstanding under the Promissory Note, to the Sponsor. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,800,000 of such Working Capital Loans, or up to an aggregate of $4,830,000 of such Working Capital Loans with respect to funded extension periods, may be convertible into warrants at a price of $1.00 per warrant, of the post-Business Combination entity. If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The warrants would be identical to the Private Placement Warrants. As of December 31, 2022 and 2021, there were no amounts outstanding under the Working Capital Loans. Support Services Agreement Commencing on the listing date, the Company agreed to pay the Sponsor pursuant to a support services agreement a total of $10,000 per month for office space provided to the Company. Upon completion of the initial Business Combination or the Company’s liquidation, the Company’s contractual obligation under the support services agreement to pay these monthly fees will cease. For twelve months ended December 31, 2022, the Sponsor permanently waived its right to receive such fees from the Company. The Sponsor expects to continue to permanently waive its rights to receive such fees in future periods. |
Subsequent Events_2
Subsequent Events | 5 Months Ended | 12 Months Ended |
Oct. 15, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Subsequent Events The Company evaluated subsequent events through January 3, 2024, the date the quarterly financial statements were available to be issued and determined there were no additional items that required further disclosure or recognition, with the exception of additional financing. On October 20, 2023 and December 29, 2023, the Company received $5,000 on each date in additional debt proceeds under Tranche 2 from Silverview Credit Partners LP to fund expansion, which will bear interest at 15% and will be payable in full on June 7, 2027. On November 22, 2023, the Company and Banyan Acquisition Corporation entered into a Second Amended and Restated Business Combination Agreement (“2nd Amended BCA”), which amends and restates the Amended BCA, dated as of September 26, 2023. Pursuant to the Second Amended BCA, holders of common stock of Pinstripes prior to the closing of the Business Combination (excluding holders of common stock issued in connection with the conversion of the Series I Convertible Preferred Stock of Pinstripes) would receive an aggregate of 4,000,000 shares of New Pinstripes Class B Common Stock (pro rata to each such holder’s entitlement to consideration in connection with the Merger) as set forth on an allocation schedule to be delivered by Pinstripes to Banyan at least three business days prior to the Closing, which shares shall be subject to the vesting and forfeiture conditions and restrictions on transfer as implemented in the Proposed Charter by the issuance of shares of New Pinstripes Series B-3 Common Stock, which shall convert into shares of New Pinstripes Class A Common Stock upon the satisfaction of the vesting conditions described herein. In addition, the amendment also provides that a number of shares equal to the number of shares that the Sponsor will forfeit in connection with the Closing, in accordance with the amended sponsor letter agreement, will be issued to the holders of common stock of Pinstripes prior to the closing of the Business Combination as merger consideration. On December 4, 2023, Granite Creek exercised its outstanding warrants of 111,619 and 48,530 at an exercise price of $0.01 and $0.001, respectively. On December 29, 2023, the Company entered into a definitive agreement with Oaktree Capital Management, L.P. (“Oaktree”) under which the Company issued Senior Secured Notes (“Senior Notes") to Oaktree, which mature in five years on December 29, 2028. The principal payment is due at maturity. The agreement provides for Senior Notes up to $90,000,000 in the aggregate to be funded in two issuances as follows (a) an initial purchase of $50,000,000 of Senior Notes (“Initial Notes”) at the closing of the BCA agreement, which occurred on December 29, 2023, and (b) an additional purchase of $40,000,000 of Senior Notes in the sole discretion of Oaktree to be issued no earlier than nine months and no later than 12 months after the BCA closing date (“Additional Notes”). The Company will use the proceeds from the Senior Notes for general business purposes, including the settlement of BCA related transaction costs. The Senior Notes will accrue 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). The Senior Notes are collateralized by the assets and equity of the business, subject to intercreditor agreements with Silverview and Granite Creek. The Silverview and Granite Creek Notes were amended as part of the issuance of the Senior Notes. The Silverview and Granite Creek Notes were amended to include Oaktree in the intercreditor agreements and align the measurement periods for the financial covenants of all Notes. The Senior Notes, along with the amended Silverview and Granite Creek Notes, require the Company to maintain certain financial covenants, as defined. The first covenant measurement period is ending on January 6, 2025. In conjunction with the issuance Initial Notes, Oaktree will be granted fully detachable warrants for 2,500,000 shares of common stock of New Pinstripes at a strike price equal to $0.01 per share. In the event that the volume-weighted average price per share of New Pinstripes’ common stock during the period commencing on the 91st day after the BCA is completed and ending 90 days thereafter is less than $8.00 per share or $6.00 per share, Oaktree will be granted additional warrants for 187,500 shares or 412,500 shares, respectively, of common stock of New Pinstripes at a strike price equal to $0.01 per share. These warrants may be exercised at any time for 10 years following the closing date. Upon the purchase of the Additional Notes, Oaktree will be granted additional detachable warrants for 1,750,000 shares of common stock of New Pinstripes at a strike price equal to $0.01 per share. If Additional Notes are purchased and the volume-weighted average price per share of New Pinstripes’ common stock during the period commencing on the 91st day after the BCA is completed and ending 90 days thereafter is less than $6.00 per share, Oaktree will be granted additional warrants of 150,000 shares of common stock of New Pinstripes at a strike price equal to $0.01 per share. These warrants may be exercised at any time for 10 years following the closing date. The Company evaluated subsequent events through August 31, 2023, the date the financial statements were available to be issued and determined there were no additional items that required further disclosure or recognition, with the exception of the execution on June 22, 2023 of a Business Combination Agreement with Banyan Acquisition Corporation. Pursuant to the agreement, it is anticipated that the Company will merge with Banyan Acquisition Corporation. The Company anticipates the Business Combination will close in the third quarter of fiscal year 2024. Concurrently with the execution of the Agreement, affiliates of the Sponsor of Banyan Acquisition Corporation entered into a securities purchase agreement with the Company to provide $18,000 of bridge financing in the form of Series I Convertible Preferred Stock. The shares of Series I Convertible Preferred Stock will convert into the Company’s Common Stock in connection with the consummation of the Business Combination. On June 2023, affiliates of the Sponsor of Banyan Acquisition Company provided an additional $1,900 of bridge financing in the form of Series I Convertible Preferred Stock. On August 1, 2023, affiliates of the Sponsor of Banyan Acquisition Company provided an additional $1,380 of bridge financing in the form of Series I Convertible Preferred Stock. These shares of Series I Convertible Preferred Stock will also convert into the Company’s Common Stock in connection with the consummation of the Business Combination. In June 2023, the Company amended a lease with a landlord that resulted in a rent abatement of $4,318 and a rent deferral of $4,500. These amounts were included in Accrued Occupancy Costs (see Note 7) as of April 30, 2023 The deferral of $4,500 is payable in equal monthly installments over the next five years. On July 27, 2023, the Company entered into a term loan agreement with Granite Creek Capital Partners, LLC, that provided $5,000 in additional debt financing for development of new locations that matures on April 19, 2028 at an interest rate of 12%, repayable in quarterly installments beginning September 30, 2024. Additionally, on July 27, 2023, the Company received $1,000 in additional debt proceeds from Silverview Credit Partners LP to fund expansion with an interest rate of 15% and maturity date of June 7, 2027 | NOTE 11 — SUBSEQUENT EVENTS The Company has evaluated subsequent events to determine if events or transactions occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements which have not been previously adjusted or disclosed within the financial statements. |
Nature of Business - 10K
Nature of Business - 10K | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Oct. 15, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Nature of Business | Nature of Business Pinstripes, Inc. (“Pinstripes”, the "Company", “we”, “us, or “our”) was formed for the purpose of operating and expanding a unique entertainment and dining concept. The Company has 13 locations in nine 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. | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Banyan Acquisition Corporation (the “Company”) is a blank check company incorporated in Delaware on March 10, 2021. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Initial Business Combination”). As of September 30, 2023, the Company had not commenced any operations. All activity for the period from March 10, 2021 (inception) through September 30, 2023, relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and pursuit of an Initial Business Combination. The Company will not generate any operating revenues until after the completion of an Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of unrealized gains and interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. Panther Merger Sub Inc. is a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”) with no activity. Financing The registration statement for the Company’s Initial Public Offering was declared effective on January 19, 2022. On January 24, 2022, the Company consummated its Initial Public Offering of 24,150,000 Units (the “Units”), each of which consisted of one-half of one redeemable warrant and one share of Class A common stock (the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $241,500,000, which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 11,910,000 Private Placement Warrants (the “Private Placement Warrants”) to Banyan Acquisition Sponsor LLC (the “Sponsor”), BTIG, LLC and I-Bankers Securities, Inc., at an exercise price of $1.00 per Private Placement Warrant, for an aggregate of $11,910,000. Following the closing of the Initial Public Offering on January 24, 2022, $246,330,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”), located in the United States which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of an Initial Business Combination, (ii) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination by December 24, 2023 (the “Combination Period”). At a reconvened special meeting of stockholders held on April 21, 2023 (the “Special Meeting”), the Company’s stockholders approved, and the Company subsequently adopted, (x) an amendment to the Company’s amended and restated certificate of incorporation (the “Charter Amendment”), which provided that (i) the Company shall have the option to extend the period by which it must complete an Initial Business Combination by eight months, from April 24, 2023 to December 24, 2023 (the “Extension Option”), and (ii) that each of the holders of shares of the Company’s Class B common stock shall have the right at any time to convert any and all of their shares of the Company’s Class B common stock to shares of the Company’s Class A common stock on a one-for-one basis prior to the closing of an Initial Business Combination, at the election of such holder and (y) an amendment to the Investment Management Trust Agreement (the “Trust Amendment”), which provided that the Company shall have the right to extend the period by which it must complete an Initial Business Combination by eight months, from April 24, 2023 to December 24, 2023, without having to make any payment to the Trust Account. Additionally, in connection with the Special Meeting, the Company and the Sponsor entered into certain non-redemption agreements with certain unaffiliated third parties, pursuant to which the Sponsor agreed to transfer an aggregate of 1,018,750 shares of Class B common stock to such third parties immediately following consummation of an Initial Business Combination if such third parties continued to hold certain amounts of Class A common stock through the closing of the Special Meeting and assuming the Charter Amendment and the Trust Amendment were adopted. In connection with the stockholders’ vote at the Special Meeting, holders of 20,151,313 shares of Class A common stock exercised their right to redeem their shares for cash at an approximate price of $10.42 per share, which resulted in an aggregate payment to such redeeming holders of $210,031,815. As of September 30, 2023 (and inclusive of the payment referenced in the preceding sentence), the Trust Account balance was $42,423,610. The Charter Amendment and the Trust Amendment received the requisite votes at the Special Meeting and were subsequently adopted by the Company. On April 21, 2023, the Company filed the Charter Amendment with the Secretary of State for the State of Delaware. On April 21, 2023, the Company exercised the Extension Option, extending the time allotted to complete an Initial Business Combination by eight months, from April 24, 2023 to December 24, 2023. On April 21, 2023, pursuant to the terms of the Charter Amendment, the Sponsor converted 2,000,000 shares of Class B common stock held by it on a one-for-one basis into shares of Class A common stock with immediate effect. Following such conversion and taking into account the redemptions described above, there are 5,998,687 shares of Class A common stock issued and outstanding and 5,245,000 shares of Class B common stock issued and outstanding as of the date hereof. Risks and Uncertainties In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements, and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from whom shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. On April 21, 2023, the Company’s stockholders redeemed 20,151,313 Class A shares for a total of $210,031,815 in connection with the stockholder vote to approve the Company’s extension. The Company evaluated the classification and accounting of the stock redemption under ASC 450, “Contingencies”. ASC 450 states that when a loss contingency exists, the likelihood that the future events will confirm the loss or impairment of an asset or the incurrence of a liability can range from probable to remote. A contingent liability must be reviewed at each reporting period to determine appropriate treatment. The Company evaluated the current status and probability of completing an Initial Business Combination as of September 30, 2023 and determined that a contingent liability should be calculated and recorded. As of September 30, 2023, the Company recorded $2,100,318 of excise tax liability calculated as 1% of shares redeemed. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. Liquidity, Capital Resources and Going Concern As of September 30, 2023, the Company had $304,554 in operating cash and a working capital deficit of $6,289,130. The Company’s liquidity needs up to September 30, 2023, had been satisfied through a payment from the Sponsor of $25,000 for Class B common stock, par value $0.0001 per share (“Class B common stock” and shares thereof, “Founder Shares”), the Initial Public Offering and the issuance of the Private Placement Warrants. Additionally, the Company drew on unsecured promissory notes to pay certain offering costs (see Note 5). The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. Although no formal agreement exists, the Sponsor has agreed to extend Working Capital Loans as needed (defined in Note 5 below). Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction and reducing overhead expenses. The Company cannot provide any assurance that (i) new financing will be available to it on commercially acceptable terms, if at all, or (ii) its plans to consummate an Initial Business Combination will be successful. In addition, management is currently evaluating the impact of the Russia/Ukraine war and its effect on the Company’s financial position, results of its operations and/or search for a target company. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern through the end of the Combination Period on December 24, 2023. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Banyan Acquisition Corporation (the “Company”) is a blank check company incorporated in Delaware on March 10, 2021. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”). As of December 31, 2022, the Company had not commenced any operations. All activity for the period from March 10, 2021 (inception) through December 31, 2022 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and pursuit of a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of unrealized gains and interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. Financing The registration statement for the Company’s Initial Public Offering was declared effective on January 19, 2022. On January 24, 2022, the Company consummated its Initial Public Offering of 24,150,000 Units at $10.00 per Unit, generating gross proceeds of $241,500,000, which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 11,910,000 Private Placement Warrants (the “Private Placement Warrants”) to Banyan Acquisition Sponsor LLC (the “Sponsor”), BTIG, LLC and I-Bankers Securities, Inc., at an exercise price of $1.00 per Private Placement Warrant, for an aggregate of $11,910,000. Following the closing of the Initial Public Offering on January 24, 2022, $246,330,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”), located in the United States which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 15 months from January 24, 2022 (or up to 21 months from January 24, 2022 if the Company extends the time to complete a business combination) (the “Combination Period”), the closing of the Initial Public Offering. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. Liquidity, Capital Resources and Going Concern As of December 31, 2022, the Company had $510,893 in operating cash and a working capital deficit of $(454,877). Working capital deficit excludes amounts for marketable securities held in the Trust Account and the deferred underwriters fee payable. The Company’s liquidity needs up to December 31, 2022 had been satisfied through a payment from the Sponsor of $25,000 for Class B common stock, par value $0.0001 per share (“Class B common stock” and shares thereof, “Founder Shares”), the Initial Public Offering and the issuance of the Private Placement Warrants. Additionally, the Company drew on an unsecured promissory note to pay certain offering costs (see Note 5). The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. Although no formal agreement exists, the Sponsor has agreed to extend Working Capital Loans as needed (defined in Note 5 below). Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that (i) new financing will be available to it on commercially acceptable terms, if at all, or (ii) that its plans to consummate an initial Business Combination will be successful. In addition, management is currently evaluating the impact of the COVID-19 pandemic and its effect on the Company’s financial position, results of its operations and/or search for a target company. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern through the end of the Combination Period on April 24, 2023 (without extensions), at which point the Company will be subject to mandatory liquidation, which is within twelve months of the issuance of these financial statements. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. |
Significant Accounting Policies
Significant Accounting Policies - 10K | 5 Months Ended |
Oct. 15, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Pinstripes at Prairiefire, Inc., Pinstripes Illinois, LLC, and Pinstripes, Hillsdale, LLC, and have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). All intercompany accounts and transactions have been eliminated in consolidation. Correction of Prior Period Errors The Company corrected errors that were immaterial to previously reported consolidated financial statements. These errors were identified in connection with the preparation of the financial statements for the fiscal year ended April 30, 2023 and related primarily to recognition of lease obligations and related lease assets for certain locations in accordance with Accounting Standards Codification (“ASC”) No. 842 Leases (ASC 842) and stock-based compensation expense in accordance with ASC No. 718 Stock Compensation (ASC 718). The Company evaluated the materiality of these errors in accordance with Staff Accounting Bulletin (“SAB”) No. 99, Materiality and SAB No. 108, Quantifying Financial Errors and concluded that the errors were not material to prior periods, however correcting them in the current period would result in a material impact. The Company concluded that the previous periods should be revised to reflect the correction of errors and are presented in the tables below. The following table presents the effect of the error corrections on the Consolidated Balance Sheets for the periods indicated: As of April 24, 2022 As Reported Adjustment As Corrected Property and equipment, net $ 50,627 $ (247) $ 50,380 Operating lease right-of-use assets 52,958 318 53,276 Total Assets 114,401 71 114,472 Accounts Payable 17,348 (416) 16,932 Accrued Occupancy Costs 15,723 (479) 15,244 Other Accrued Liabilities 7,358 161 7,519 Current portion of operating lease liabilities 9,177 (279) 8,898 Total Current Liabilities 68,140 (1,013) 67,127 Operating lease liabilities 82,413 3,139 85,552 Total liabilities 169,684 2,126 171,810 Common stock (par value: $.01) 57 5 62 Additional paid-in capital 1,350 300 1,650 Accumulated Deficit (108,908) (2,360) (111,268) Total stockholders' deficit (107,501) (2,055) (109,556) Total liabilities, redeemable convertible preferred stock, and stockholders' deficit 114,401 71 114,472 The following tables presents the effect of the error corrections on the Consolidated Statements of Operations for the periods indicated: Fiscal Year Ended April 24, 2022 As Reported Adjustment As Corrected Store labor and benefits $ 23,984 $ 161 $ 24,145 Store occupancy costs (excluding depreciation) 12,958 (366) 12,592 Other store operating expenses, excluding depreciatoin 15,162 (631) 14,531 General and administrative expenses 11,639 677 12,316 Depreciaton Expense 8,846 (28) 8,818 Operating loss (11,518) 187 (11,331) Loss Before Income Taxes (10,066) 187 (9,879) Net Loss (10,104) 187 (9,917) Basic and diluted loss per share $ (1.65) $ 0.03 $ (1.62) Fiscal Year Ended April 25, 2021 As Reported Adjustment As Corrected Store occupancy costs (excluding depreciation) $ 14,524 $ 396 $ 14,920 Other store operating expenses, excluding depreciatoin 7,317 (280) 7,037 General and administrative expenses 5,978 342 6,320 Operating loss (29,080) (458) (29,538) Loss Before Income Taxes (29,527) (458) (29,985) Net Loss (29,540) (458) (29,998) Basic and diluted loss per share $ (4.86) $ (0.08) $ (4.93) The following table presents the effect of the error corrections on the Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit for the periods indicated: As Reported Adjustment As Corrected Common stock (par value: $.01) - April 26, 2020 $ 56 $ 5 $ 61 Additional paid-in capital - April 26, 2020 819 51 870 Accumulated Deficit Balance - April 26, 2020 (69,264) (2,089) (71,353) Total Stockholders' Deficit Balance - April 26, 2020 (68,389) (2,033) (70,422) Net Loss - Fiscal Year Ended April 25, 2021 (29,540) (458) (29,998) Stock Based Compensation 303 62 365 Additional paid-in capital - April 25, 2021 1,202 113 1,315 Accumulated Deficit Balance - April 25, 2021 (98,804) (2,547) (101,351) Total Stockholders' Deficit Balance - April 25, 2021 (97,546) (2,429) (99,975) Net Loss - Fiscal Year Ended April 24, 2022 (10,104) 187 (9,917) Stock Based Compensation 93 187 280 Additional paid-in capital - April 24, 2022 1,350 300 1,650 Accumulated Deficit Balance - April 24, 2022 (108,908) (2,361) (111,269) Total Stockholders' Deficit Balance - April 24, 2022 (107,501) (2,055) (109,556) The following table presents the effect of the error corrections on the Consolidated Statements of Cash Flows for the periods indicated: Fiscal Year Ended April 24, 2022 As Reported Adjustment As Corrected Net Loss $ (10,104) $ 187 $ (9,917) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation Expense 8,846 (28) 8,818 Non Cash Lease Expense 4,114 41 4,155 Stock based compensation 93 187 280 (Decrease) increase in operating liabilities Accounts Payable 1,961 (141) 1,820 Accrued Occupancy Costs (4,703) (660) (5,363) Other Accrued Liabilities 115 161 276 Operating Lease Liabilities (8,705) 254 (8,451) Supplemental disclosures of cash flow information: Increase for capital expenditures in accounts payable 1,328 (274) 1,054 Net cash used in operating activities (5,586) — (5,586) Covid-19 Impact The spread of the novel 2019 coronavirus (“COVID-19”) and developments surrounding the global pandemic have had a significant impact on the Company’s business, financial condition, results of operations and cash flows in fiscal years 2021 and 2022. In March 2020, all of the Company’s properties were temporarily closed pursuant to state and local government restrictions imposed as a result of COVID-19. Throughout the first and second quarters of fiscal year 2021, all of the Company’s properties that were temporarily closed re-opened to the public, with temporary re-closures and re-openings occurring for certain of the Company’s properties or portions thereof into the fourth quarter of fiscal year 2021. Upon re-opening, the properties continued to operate without certain amenities and subject to certain occupancy limitations, with restrictions varying by jurisdiction. Beginning in the latter part of the fourth quarter of fiscal year 2021 and first quarter of fiscal year 2022, the Company’s local jurisdictions eased and removed prior operating restrictions, including capacity and occupancy limits, as well as social distancing policies. Travel and business volume were negatively affected in the early part of the fourth quarter of fiscal year 2022 due to the spread of the omicron variant. Throughout fiscal year ended April 30, 2023, all of the Company’s properties were open and not subject to operating restrictions. We cannot predict whether, when, or the manner in which the conditions surrounding COVID-19, particularly as a result of new variants of COVID-19, will change, including additional vaccination or mask mandates, capacity restrictions, or re-closures of our currently open stores and customer engagement with our brand. Fiscal Years The Company’s fiscal year consists of 52/53-weeks ending on the last Sunday in April. The fiscal years ended April 30, 2023 contained 53 weeks and April 24, 2022 and April 25, 2021 contained 52 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 and Cash Equivalents The Company maintains its cash in bank accounts, which, at times, may exceed federally insured limits. We manage the credit risk of our positions through utilizing multiple financial institutions and monitoring the credit quality of those financial institutions that hold our cash and cash equivalents. The Company has not experienced any losses in such accounts and believes that it is not exposed to any significant credit risk on cash. Also included in cash and cash equivalents are amounts due from credit card transactions with settlement terms of less than five days. Credit and debit card receivables included within cash were $1,381 and $1,374 as of April 25, 2021 and April 24, 2022, respectively. 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. The amounts of bad debt losses have been de minis historically. Prepaid Expenses Prepaid expenses and deposits consist primarily of prepaid insurance premiums. Inventories Inventories consist of food and beverages and are stated at the lower of weighted average cost or net realizable value. The Company did not record an inventory reserve as of April 30, 2023 and April 24, 2022. Employee Retention Credits On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law in the United States. During the fiscal year ended April 24, 2022 and April 25, 2021, the Company qualified for various relief measures resulting from the CARES Act, including the Employee Retention Credits (“ERC”), which allowed for employee retention credits on qualified wages, and for qualified payroll tax withholdings credits. For the fiscal year ended April 30, 2023, April 24, 2022 and April 25, 2021, the Company recognized $0, $7,852, and $4,019, respectively, of ERC amounts received for qualified wages and qualified payroll tax credits, which are recorded as a reduction of the associated costs within store labor and benefits on the Consolidated Statements of Operations. 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 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. Property and Equipment, net 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 Furniture, fixtures, and equipment 3-10 Leasehold improvements 10-20 Building and building improvements 15-30 Repairs and maintenance are charged to expense when 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 annually or 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, & equipment for the fiscal year ended April 30, 2023, with no impairment charges recorded in 2022 and 2021. Revenue Food and beverage revenues and recreation revenues is 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 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. Event deposits received from customers in advance are included in amounts due to customers in the Consolidated Balance Sheets in the amounts of $5,453 at April 30, 2023, and $5,366 at April 24, 2022. 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 our gift cards is included in amounts due to customers in the Consolidated Balance Sheets in the amounts of $1,896 on April 30, 2023 and $1,892 at April 24, 2022. The components of gift card revenue are as follows: Fiscal Year Ended April 30, 2023 April 24, 2022 April 25, 2021 Redemptions, net of discounts $ 1,415 $ 960 $ 444 Breakage 755 286 95 Gift card revenue, net $ 2,170 $ 1,246 $ 539 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. 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 increased to $4,935 in fiscal year 2023 compared to $0 in fiscal years 2022 and 2021 due to preparations for six new locations under construction during fiscal year 2023. 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 pre-opening expenses in the Consolidated Statements of Operations. Advertising costs incurred were as follows: Fiscal Year Ended April 30, 2023 April 24, 2022 April 25, 2021 General and administrative expenses 3,044 3,436 1,724 Pre-opening expenses 604 — — $ 3,648 $ 3,436 $ 1,724 Leases Leases are recognized in accordance with ASC 842. The Company leases various assets, including real estate, retail buildings, restaurant equipment and office equipment. See Note 11 – Leases, for further details. 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, includes 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-based awards with service and market conditions is derived by considering both the awards’ vesting period of 5 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 award is estimated on the date of grant based on the Black-Scholes option pricing model or the 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. 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 warrant liability is determined using Level 3 inputs and the intrinsic value valuation method, as described in ASC 820. See Note 14. 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 Pinstripes, Inc. 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. Initial Measurement The Company records temporary equity or permanent equity upon issuance at the fair value, or cash received. Recently adopted accounting guidance In December 2019, the FASB issued new guidance to simplify the accounting for income taxes. Amendments include removal of certain exceptions to the general principles of ASC 740 and simplification in several other areas such as accounting for a franchise tax or similar tax that is partially based on income. The Company adopted ASU 2019-12 during fiscal year 2023. The application of this ASU did not have a material impact on the Company’s consolidated financial statements. In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2016-13, Measurement of Credit Losses on Financial Instruments. In November 2018, the FASB issued update ASU 2018-19 that clarifies the scope of the standard in the amendments in ASU 2016-13. This guidance introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. Financial instruments impacted include accounts receivable, trade receivables, other financial assets measured at amortized cost and other off-balance sheet credit exposures. The Company adopted ASU 2016-13 during the first quarter of fiscal year 2023, and its adoption did not have a material impact on the Company’s consolidated financial statements. |
Inventory - 10K
Inventory - 10K | 5 Months Ended |
Oct. 15, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventories consist of the following: October 15, 2023 April 30, 2023 Beverage $ 582 $ 545 Food 248 257 Total $ 830 $ 802 Inventories consist of the following: April 30, 2023 April 24, 2022 Beverage $ 545 $ 459 Food 257 244 Total $ 802 $ 703 |
Property and Equipment - 10K
Property and Equipment - 10K | 5 Months Ended |
Oct. 15, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment, net is summarized as follows: October 15, 2023 April 30, 2023 Leasehold improvements 70,421 61,534 Furniture, fixtures, and equipment 38,428 33,361 Building and building improvements 7,000 7,000 Construction in progress 20,847 24,568 Total cost 136,696 126,463 Less: accumulated depreciation (66,962) (63,621) Property and equipment, net 69,734 62,842 Construction in progress relates to new locations under construction. Property and equipment, net is summarized as follows: April 30, 2023 April 24, 2022 Leasehold improvements $ 63,606 $ 65,048 Furniture, fixtures, and equipment 34,069 34,381 Building and building improvements 7,000 7,000 Construction in progress 24,569 2,261 Total cost 129,244 108,690 Less: accumulated depreciation (66,402) (58,310) Property and equipment, net $ 62,842 $ 50,380 |
Other Long Term Assets - 10K
Other Long Term Assets - 10K | 5 Months Ended |
Oct. 15, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Long Term Assets | Other Long Term AssetsThe Company incurred $1,356 of debt issuance costs, net of amortization, as of April 30, 2023 that is designated as a loan commitment asset related to future debt drawdowns. See Note 9. |
Other Accrued Liabilities - 10K
Other Accrued Liabilities - 10K | 5 Months Ended |
Oct. 15, 2023 | |
Payables and Accruals [Abstract] | |
Other Accrued Liabilities | Other Accrued Liabilities Other accrued current liabilities consist of the following: April 30, 2023 April 24, 2022 Accrued payroll $ 2,241 $ 1,873 Warrant liability 1,925 — Accrued sales and income taxes 1,072 933 Accrued interest 924 636 Landlord advances on construction buildout 912 3,407 Accrued insurance 864 354 Accrued other 387 316 Accrued professional fees 288 — Total $ 8,613 $ 7,519 |
Accrued Occupancy Costs - 10K
Accrued Occupancy Costs - 10K | 5 Months Ended |
Oct. 15, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Occupancy Costs | Accrued Occupancy Costs In fiscal year 2022, in connection with the COVID 19 impact, the Company negotiated lease modifications on past due amounts with most of its lessors. See Note 18 for additional information relating to a lease modification in June 2023. Below are the Company’s long term deferred rent payment obligations as of April 30, 2023 by fiscal year: Long-term Accrued Occupancy Costs 2025 $ 1,800 2026 220 Total long-term accrued occupancy costs $ 2,020 |
Short-term Borrowings - 10K
Short-term Borrowings - 10K | 5 Months Ended |
Oct. 15, 2023 | |
Debt Disclosure [Abstract] | |
Short-term Borrowings | Short-term Borrowings Short-term borrowings consist of $0 and $1,150, of convertible notes due within one year (“Convertible Notes”) as of April 30, 2023, and April 24, 2022, respectively. The Company issued five Convertible Notes to individuals in the aggregate of $775 and three Convertible Notes to individuals in the aggregate of $375, during fiscal year 2022 and 2021, respectively. One of the three Convertible Notes issued in fiscal year 2021 was to a related party for $125. The Convertible Notes accrued interest at 8% annually and matured one year from issuance. Holders of the Convertible Notes had the right, at their option, to convert all of the outstanding principal to shares of Series G Convertible Preferred Stock equal to the quotient of (i) the outstanding principal on the Convertible Note divided by (ii) the conversion price. The conversion price was equal to $10 per share. The Convertible notes and accrued interest were due at maturity date if not exercised. In fiscal year 2023, seven of the Convertible Notes in the amount of $1,050 were converted into Series G convertible preferred stock and one of the notes in the amount of $100 was repaid; see Note 12 for further details. |
Long-term Financing Arrangement
Long-term Financing Arrangements - 10K | 5 Months Ended |
Oct. 15, 2023 | |
Debt Disclosure [Abstract] | |
Long-term Financing Arrangements | Long-term Financing Arrangements Long-term financing arrangements consists of the following: April 30, 2023 April 24, 2022 PPP and SBA loans $ 500 $ 8,789 Term loans 22,500 5,598 Equipment loan 11,500 — Convertible notes 5,000 5,000 Finance obligation 3,995 4,488 Other 127 180 Less: Unamortized debt issuance costs and discounts (6,367) (109) Total 37,255 23,946 Less: Current portion (1,044) (10,126) Long-term notes payable $ 36,211 $ 13,820 In fiscal years 2023 and 2022, the Company recorded a gain on extinguishment of debt for forgiveness of loans, which consists of the following: Fiscal Year Ended April 30, 2023 April 24, 2022 April 25, 2021 Forgiveness of PPP loans and accrued interest $ 8,458 $ 2,728 $ — Extinguishment of residual issuance cost (93) — — Other (10) 72 388 Total $ 8,355 $ 2,800 $ 388 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 matured 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 the PPP loans. In fiscal years 2023 and 2022, the Company recorded a gain on the extinguishment of debt for $8,458 and $2,728, respectively, which includes accrued interest. During fiscal year 2021, the Company borrowed $150 under the SBA loan agreement and during the fiscal year ended April 24, 2022, the Company amended its loan with the SBA to increase the borrowing capacity to $500 and subsequently borrowed an additional $350 under the amended agreement. The loan is payable in monthly installments of $3, including interest at 3.75% annually, and matures on June 6, 2050. As of April 30, 2023 and April 24, 2022, the principal outstanding is $500. Term Loans On March 7, 2023, the Company entered into a term loan facility, consisting of two tranches and detachable warrants (see Note 14), with Silverview Credit Partners LP for $35,000 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%, as of April 30, 2023, payable monthly, and is collateralized by the assets of the business. At each six-month interval beginning in March of fiscal year 2024, the Company shall repay a principal amount consistent with the maturity table below. As of April 30, 2023, the principal outstanding is $22,500 related to Tranche 1. The term loan facility has a second tranche that allows the Company to draw an additional $12,500 solely during the Tranche 2 loan availability period which is ending 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 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 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 Sheet as of April 30, 2023 (see Note 5). Equipment Loan On April 19, 2023, the Company entered into a subordinated equipment loan of $11,500 and detachable warrants (see Note 14) with Granite Creek Capital Partners LLC that matures on April 19, 2028. The interest rate on the loan is 12% as of April 30, 2023 and is payable monthly. The loan 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. In relation to the equipment loan, the Company incurred debt issuance costs and discounts of $2,770, of which $76 is recorded as debt issuance costs and $2,694 is recorded as a debt discount. 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 have the right, at their option, to convert all of the outstanding principal and accrued interest to shares of 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. If the holders elect not convert the loans, they are entitled to an annual premium payment equal to 6.93% of the outstanding principal amount owed. As of April 30, 2023, and April 24, 2022, accrued interest related to the premium on the convertible notes is $660 and $308, respectively. Finance Obligation 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 include principal and interest at an 8.15% annual rate. As of April 30, 2023 and April 24, 2022, the principal outstanding is $3,995 and $4,488, respectively. Other Loans In November 2019, the Company entered into seven notes payable with Ascentium Capital LLC with the outstanding principal of $127 and $180 as of April 30, 2023 and April 24, 2022, respectively, that all mature on November 14, 2024. The notes are payable in monthly installment payments ranging from $0.6 and $0.8, including interest at the fixed rate of 8.50% as of April 30, 2023 and April 24, 2022, respectively. Debt Maturities Below are the Company’s principal payment maturities as of April 30, 2023, by fiscal year: 2024 $ 1,044 2025 3,124 2026 9,604 2027 7,125 2028 22,225 Thereafter 500 Total $ 43,622 The Company is required to maintain certain financial covenants as well as certain affirmative and negative covenants under its debt arrangements. For example, the term loan requires the Company to maintain a minimum liquidity of $1 million of cash and cash equivalents and a maintenance of a minimum net leverage ratio at the end of each semiannual period beginning from September 2023. No restrictions on dividends apply as long as the Company maintains the applicable financial, affirmative, and negative covenants per its debt arrangements. In August 2023, the Company amended its term loan agreement whereby first covenant measurement period begins in March 2024. The Company 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 Company was in compliance with its debt covenants at April 30, 2023. |
Income Taxes - 10K
Income Taxes - 10K | 5 Months Ended | 12 Months Ended |
Oct. 15, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | Income Taxes The Company's full pretax income (loss) for the twelve weeks and twenty-four weeks ended October 15, 2023 and October 9, 2022 was from U.S. domestic operations. Our effective tax rate ("ETR") from continuing operations was (0.8)% and 0% for the twelve and twenty-four weeks ended October 15, 2023, and (1.5)% and 5.4% for the twelve and twenty-four weeks ended October 9, 2022, respectively, and consists of state income taxes. There were no significant discrete items recorded for the twelve weeks and twenty-four weeks ended October 15, 2023 and October 9, 2022, respectively. The components of income tax expense are as follows: Fiscal Year Ended April 30, 2023 April 24, 2022 April 25, 2021 Current: State and local $ 192 $ 38 $ 13 Total current 192 38 13 Income tax expense $ 192 $ 38 $ 13 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 years ended April 30, 2023, April 24, 2022, and April 25, 2021 due to the following (in thousands): Fiscal Year Ended April 30, 2023 April 24, 2022 April 25, 2021 U.S. federal provision at statutory tax rate $ (1,540) $ (2,075) $ (6,297) State income taxes, net of federal benefit (711) (762) (1,387) Permanent differences 102 140 148 PPP loan forgiveness (1,755) (573) — Stock compensation (12) (2) (29) Tax credits (157) (361) (255) Change in valuation allowance 4,265 3,671 7,833 Income tax expense $ 192 $ 38 $ 13 The effective tax rate for the years ended April 30, 2023, April 24, 2022, April 25, 2021 was approximately –2.6%, 0.4%, and 0%, respectively. 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 30, 2023 and April 24, 2022 are as follows (in thousands): April 30, 2023 April 24, 2022 Deferred tax assets: Accrued occupancy costs $ — $ 597 Amount due to customers 1,474 1,657 Operating lease liabilities 28,481 25,785 Section 163(j) limitation 1,481 1,017 Net operating losses 14,961 9,069 Tax credits 4,328 4,171 Other accrued liabilities 97 54 Stock compensation 271 223 Property and equipment - State 2,002 2,625 Property and equipment - Federal — 8,905 Other 3 3 Deferred tax assets 53,098 54,106 Valuation allowance (43,021) (38,756) Net deferred tax assets $ 10,077 $ 15,350 Deferred tax liabilities: Property and equipment $ (4,599) $ — Operating lease right-of-use assets (5,478) (15,350) Total deferred tax liabilities (10,077) (15,350) Net deferred tax liabilities $ — $ — As of April 30, 2023, the Company had federal and state net operating loss (NOL) carryforwards of $61.4 million and $61.3 million, respectively, resulting in an NOL deferred tax asset of $15.0 million. The federal NOLs generated prior to 2018 of $15.1 million, expire at various times between 2029 and 2038. The federal NOLs generated post tax reform (beginning in 2018) of $46.3 million can be carried forward indefinitely. As of April 30, 2023, the Company generated $61.3 million in state NOLs, and this amount is subject to various carryforward periods; the state NOLs will expire at various times between 2024 and 2043. 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 years ended April 30, 2023, April 24, 2022 and April 25, 2021, was an increase of $4.3 million, $3.7 million and $7.8 million, respectively. The fiscal year 2023 and fiscal year 2022 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 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 years ended April 30, 2023 and April 24, 2022, 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 30, 2023 and April 24, 2022, the Company recorded no accrued interest and penalties related to unrecognized tax benefits due to available income tax attribute carryforwards. 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 2019 to the present for federal, and 2019 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 10 — INCOME TAX The Company’s net deferred tax assets at December 31, 2022 and 2021 is as follows: December 31, 2022 2021 Deferred tax assets Capitalized start-up costs $ 329,224 $ 4,009 Net operating loss carryforwards — 2,334 Total deferred tax assets 329,224 6,343 Valuation allowance (317,149) (6,343) Deferred tax liabilities Accrued expenses & other (12,075) — Total deferred tax liabilities (12,075) — Net deferred tax assets $ — — The components of the income tax provision for the years ended December 31, 2022 and 2021 is as follows: December 31, 2022 2021 Current expense Federal $ 783,546 — State — — Deferred benefit Federal (312,476) (4,673) State 1,670 (1,670) Change in Valuation Allowance 310,806 6,343 Income tax expense $ 783,546 — As of December 31, 2022, the Company has no state or federal net operating loss carryforwards. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2022, and for the period from March 10, 2021 (inception) through December 31, 2021, the change in the valuation allowance was $310,806 and $6,343, respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021is as follows: December 31, 2022 2021 Statutory U.S. federal income tax rate 21.00 % 21.00 % Change in fair value of warrant liabilities (18.15) % 0.00 % State taxes, net of federal tax benefit (0.01) % 7.51 % Change in valuation allowance 1.88 % (28.51) % Income tax provision 4.74 % 0.00 % The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to changes in state taxes, net of federal tax benefit, and the recording of full valuation allowances on deferred tax assets. The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns since inception remain open and subject to examination. The Company considers Delaware to be a significant state tax jurisdiction. |
Leases - 10K
Leases - 10K | 5 Months Ended |
Oct. 15, 2023 | |
Leases [Abstract] | |
Leases | Leases The Company leases various assets, including real estate, retail buildings, restaurant equipment, and office equipment. The Company has noncancelable 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 unaudited condensed consolidated statements of operations for the twenty-four weeks ended October 15, 2023. As of October 15, 2023, the Company entered into additional operating leases with $93,682 in aggregate future fixed lease payments related to new locations, which have not yet commenced. As of October 15, 2023, the Company did not have control of the underlying properties. The components of lease expense are as follows: Twelve Weeks Ended Twenty-Four Weeks Ended October 15, 2023 October 9, 2022 October 15, 2023 October 9, 2022 Operating lease cost $ 3,545 $ 3,037 $ 3,878 $ 5,799 Variable lease cost $ 1,570 $ 1,576 $ 2,870 $ 3,133 Total lease cost $ 5,115 $ 4,613 $ 6,748 $ 8,932 The operating lease costs, except pre-opening costs of $394 and $1,003 for the twelve and twenty-four weeks ended October 15, 2023, respectively, and $266 and $444 for the twelve and twenty-four weeks ended October 9, 2022, are included within store occupancy costs on the Consolidated Statements of Operations. The Company leases various assets, including real estate, retail buildings, restaurant equipment, and office equipment. The Company has noncancelable operating leases expiring at various times through 2036. Policy Elections & Significant Judgments 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. 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, the Company uses its incremental borrowing rate, which is derived based on available information at commencement date. In fiscal year 2022, the Company entered into agreements with landlords to defer and abate rent due to COVID-19 restrictions around government shutdowns and capacity limitations. The Company elected to take the rent reductions as a gain in the period when the abatement agreements became effective which were recorded as an adjustment to variable lease costs within store occupancy costs in the Statements of Operations. The Company recorded deferrals as accrued occupancy costs within the balance sheet, and pay them in accordance with the established agreements. In addition to abatements and deferrals, in some cases the Company renegotiated terms that resulted in an increase to both the right-of-use asset and lease liability of $16,586 in fiscal year 2022 and $1,061 in fiscal year 2021. As of April 30, 2023, the Company entered into additional operating leases with $93,682 in aggregate future fixed lease payments related to new locations, which have not yet commenced. As of April 30, 2023, the Company did not have control of the underlying properties. The components of lease expense are as follows: Fiscal Year Ended April 30, 2023 April 24, 2022 April 25, 2021 Operating Lease Cost $ 14,199 $ 12,381 $ 11,211 Variable Lease Cost 3,616 (1,995) 1,926 Short-term lease cost 43 223 139 Total lease cost $ 17,858 $ 10,609 $ 13,276 The operating lease costs, except pre-opening costs, are included within store occupancy costs on the Consolidated Statements of Operations. Supplemental cash flow information is as follows: Fiscal Year Ended April 30, 2023 April 24, 2022 April 25, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 25,549 $ 20,896 $ 2,017 The aggregate future fixed lease payments for operating leases as of April 30, 2023 are as follows: Operating leases 2024 $ 17,116 2025 23,398 2026 17,885 2027 17,131 2028 16,104 Thereafter 68,017 Total lease payments 159,651 Less: interest (57,526) Total $ 102,125 Other information related to operating leases is as follows: 2023 2022 Weighted-average remaining lease term (years) 9.8 9.5 Weighted-average discount rate 9.5 % 8.6 % |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock - 10K | 5 Months Ended |
Oct. 15, 2023 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock As of October 15, 2023, the Company had nine classes of preferred stock: Series A, B, C, D, E, F, G, H and I (collectively, the “Preferred Stock”). The common stock and Preferred Stock vote on all matters as one class, with each share of common stock and each share of the Preferred Stock being entitled to one vote, and all have a par value of $0.01. There are a total of 25,000,000 shares authorized for all issuances of the Preferred Stock, including 3,132,989 unallocated shares that may be issued as any Series at the Company’s discretion. Each share of each series of Preferred Stock may be converted at any time into shares of common stock at a ratio of one to one. The Company issued five Convertible Notes to individuals in the aggregate of $775 and three Convertible Notes to individuals in the aggregate of $375, during fiscal years 2022 and 2021, respectively. During the twenty-four weeks ended October 9, 2022, seven of the Convertible Notes in the amount of $1,050 were converted into Series G convertible preferred stock and one of the notes in the amount of $100 was repaid. As of October 15, 2023, Preferred Stock consisted of the following: Preferred Stock Authorized Preferred Stock Issued and Outstanding Carrying Value Liquidation Value Series A 2,301,202 2,301,200 $ 1,151 $ 2,915 Series B 471,164 464,914 930 2,303 Series C 240,000 120,000 300 707 Series D 3,229,645 2,670,373 10,340 20,404 Series E 5,000,000 367,833 2,207 3,809 Series F 4,125,000 3,411,292 27,290 41,724 Series G 500,000 355,000 3,550 5,109 Series H 3,000,000 513,333 7,700 10,692 Series I 3,000,000 850,648 21,794 27,000 Total 21,867,011 11,054,593 $ 75,262 $ 114,663 Series A through H Preferred Stock Each series of Preferred Stock is entitled to an 8% cumulative annual dividend upon liquidation given the Preferred Stock has not been converted to common stock. The Company may not declare or pay any dividend, nor make any other distribution (other than a dividend or distribution payable solely in shares of common stock) on or with respect to its common stock or on any class of securities with dividend rights on parity with the Preferred Stock of the Company, unless and until cumulative dividends have been paid, or declared and set aside for payment. As of October 15, 2023 and April 30, 2023, no dividends were declared or paid. The cumulative undeclared dividends are $23,013 and $20,653 in aggregate as of October 15, 2023 and April 30, 2023, respectively. In addition to matters that the holders of Preferred Stock are entitled by law to vote on separately as a class, without the approval by vote or written consent of not less than 66 2/3 percent of the outstanding shares of each series, voting as a separate class, the Company may not (a) alter or change any of the express powers, rights, preferences, privileges, qualifications, limitations, or restrictions of the Preferred Stock; (b) increase the authorized number of shares of Preferred Stock; and (c) repurchase, redeem, or otherwise reacquire shares of the common stock of the Company. Any consolidation of the Company with, or merger of the Company into, another corporation (other than a merger with a subsidiary of the Company in which the Company is the continuing corporation and that does not result in any reclassification or change other than a change in par value, or as a result of a subdivision or combination) and any sales or conveyance to another corporation of the property of the Company in its entirety or substantially in its entirety are deemed to be a liquidation, dissolution, or winding up of the Company. As a result of such occurrence, the redeemable convertible preferred stock is recorded outside of permanent equity as these securities would become redeemable at the option of its holders. The Company has not adjusted the carrying values of the redeemable convertible preferred stock to the redemption amount of such shares in the current year because they are not currently redeemable or probable of being redeemable until such deemed liquidation events occur. Each share of each series of Preferred Stock will automatically be converted into common stock in the event of the closing of a firm commitment underwriting public offering with a price per share that meets or exceeds the specified amount per the Preferred Stock agreement ranging from $0.50 to $15.00. Series I Preferred Stock Concurrently with the execution of the BCA in June 2023, affiliates of the Sponsor of Banyan Acquisition Corporation entered into a securities purchase agreement with the Company to provide $18,000 of bridge financing in the form of Series I Convertible Preferred Stock. The shares of Series I Convertible Preferred Stock will convert into the Company’s common stock in connection with the consummation of the Business Combination. On June 30, 2023 and August 1, 2023, affiliates of the Sponsor of Banyan Acquisition Company provided an additional $1,886 and $1,380, respectively, of bridge financing in the form of Series I Convertible Preferred Stock. Series I Preferred Stock has redemption options available to holders after a certain passage of time. Redeemable shares are classified as mezzanine equity as they are redeemable based on an event that is not solely in the control of the Company. At any time, following June 22, 2030 (seven years after the earliest original issuance date of a Series I preferred stock), the holders of a majority of the then outstanding shares of our Series I Preferred Stock may deliver a liquidation demand notice to the Company requesting that the Company effect a Series I liquidation event. Within one year after its receipt of such notice, the Company shall, at its discretion, elect one of the following actions: (i) redeem the shares at their fair market value, (ii) effect the sale of all of the equity securities of the Company for cash, or (iii) effect a qualified public offering. The Series I Preferred Stock was initially measured at fair value, which is the transaction price (i.e., proceeds received). At each reporting period end, the Company will adjust the initial Series I carrying amount to its redemption fair value. Changes in the carrying value are recognized in additional paid-in-capital. During the second quarter of fiscal year 2024, there was no change to the redemption value other than the cumulative unpaid dividends of $528. Series I Holders are entitled to cast the same number of votes equal to the number of common stock shares the Series I are convertible into on all matters except the election of members to the Board of Directors (only holders of common stock are entitled to elect members to the Board of Directors). From and after the date of the issuance of any shares of Series I, dividends at the rate per annum of $2.00 per share shall accrue on such shares of Series I, subject to appropriate adjustment in the event of any stock dividend, stock split, combination, or other similar recapitalization affecting such shares. The Series I dividends shall accrue from day to day based on a 360-day year, whether or not declared, and shall be cumulative; provided, however, that, except as set forth in the Certificate of Designations, the Company shall be under no obligation to pay such Series I Accrued Dividends. As of October 15, 2023, the cumulative accrued Series I Preferred Stock dividend is $528. Upon conversion of a share of Series I Preferred Stock into common stock, accrued dividends with respect to such shares will cease to be accrued or payable. If the shares of Series I Preferred Stock are deemed to have converted to common stock in connection with a liquidation event, the cumulative unpaid accrued dividends will be paid in cash. Upon a De-SPAC transaction with Banyan Acquisition Corporation, the dividends shall not be payable and will be converted into common stock. Liquidation Event In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company, before any distribution or payment may be made to or set apart for the holders of common stock, the holders of Series A, B, C, D, E, F, G, H and I Preferred Stock are entitled to receive from the assets of the Company the amount of $0.50, $2.00, $2.50, $3.87, $6.00, $8.00, $10.00, $15.00 and $25.00 per share, respectively, plus an amount equal to all dividends declared but unpaid to the date of such liquidation, dissolution, or winding up of the Company (the “Liquidation Value”). If the assets of the Company are legally available for distribution to holders, and the Company’s capital stock are insufficient to provide the payment in full, then the assets of the Company available are to be distributed amongst the holders of Series I first, Series H second, Series G third, to Series D, E, and F fourth, and then to Series A, B, and C stock on a pro rata basis. As of April 30, 2023, the Company had eight classes of preferred stock: Series A, B, C, D, E, F, G, and H (collectively, the “Preferred Stock”). The common stock and Preferred Stock vote on all matters as one class, with each share of common stock and each share of the Preferred Stock being entitled to one vote, and all have a par value of $0.01. There are a total of 21,242,011 shares authorized for all issuances of the Preferred Stock, including 2,375,000 unallocated shares that may be issued as any Series at the Company’s discretion. Each share of each series of Preferred Stock may be converted at any time into shares of common stock at a ratio of one to one. As of April 30, 2023, Preferred Stock consisted of the following: Preferred Stock Authorized Preferred Stock Issued and Outstanding Carrying Value Liquidation Value Series A 2,301,202 2,301,200 1,151 2,873 Series B 471,164 464,914 930 2,268 Series C 240,000 120,000 300 696 Series D 3,229,645 2,670,373 10,340 20,043 Series E 5,000,000 367,833 2,207 3,727 Series F 4,125,000 3,411,292 27,290 40,720 Series G 500,000 355,000 3,550 4,979 Series H 3,000,000 513,333 7,700 10,409 Total 18,867,011 10,203,945 53,468 85,715 Each series of Preferred Stock is entitled to an 8% cumulative annual dividend upon liquidation given the Preferred Stock has not been converted to Common Stock. The Company may not declare or pay any dividend, nor make any other distribution (other than a dividend or distribution payable solely in shares of common stock) on or with respect to its common stock or on any class of securities with dividend rights on parity with the Preferred Stock of the Company, unless and until cumulative dividends have been paid, or declared and set aside for payment. As of April 30, 2023, April 24, 2022, and April 25, 2021, no dividends were declared or paid. The cumulative undeclared dividends are $20,653, $16,691 and $13,084 in aggregate as of April 30, 2023, April 24, 2022, and April 25, 2021, respectively. In addition to matters that the holders of Preferred Stock are entitled by law to vote on separately as a class, without the approval by vote or written consent of not less than 66 2/3 percent of the outstanding shares of each series, voting as a separate class, the Company may not (a) alter or change any of the express powers, rights, preferences, privileges, qualifications, limitations, or restrictions of the Preferred Stock; (b) increase the authorized number of shares of Preferred Stock; and (c) repurchase, redeem, or otherwise reacquire shares of the common stock of the Company. In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company, before any distribution or payment may be made to or set apart for the holders of common stock, the holders of Preferred Stock are entitled to receive from the assets of the Company the amount of $0.50, $2.00, $2.50, $3.87, $6.00, $8.00, $10.00, and $15.00 per share, respectively, plus an amount equal to all dividends accrued but unpaid to the date of such liquidation, dissolution, or winding up of the Company (the “Liquidation Value”). If the assets of the Company are legally available for distribution to holders, and the Company’s capital stock are insufficient to provide the payment in full, then the assets of the Company available are to be distributed amongst the holders of Series H first, Series G second, to Series D, E, and F third, and then to Series A, B, and C stock on a pro rata basis. Any consolidation of the Company with, or merger of the Company into, another corporation (other than a merger with a subsidiary of the Company in which the Company is the continuing corporation and that does not result in any reclassification or change other than a change in par value, or as a result of a subdivision or combination) and any sales or conveyance to another corporation of the property of the Company in its entirety or substantially in its entirety are deemed to be a liquidation, dissolution, or winding up of the Company. As a result of such occurrence, the redeemable convertible preferred stock is recorded outside of permanent equity as these securities would become redeemable at the options of its holders. The Company has not adjusted the carrying values of the redeemable convertible preferred stock to the redemption amount of such shares in the current year because they are not currently redeemable or probable of being redeemable until such deemed liquidation events occur. |
Stock-Based Compensation - 10K
Stock-Based Compensation - 10K | 5 Months Ended |
Oct. 15, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company’s equity incentive plan, the 2008 Equity Incentive Plan (the “Plan”), provided for the issuance of 2,900,000 common stock shares in the form of an option award or restricted stock award to eligible employees and directors. On October 19, 2023, the Board of Directors approved a new equity incentive plan, the 2023 Stock Option Plan (the “2023 Plan”), which provides for the issuance of 1,500,000 common stock shares in the form of an option award eligible to employees and directors. Under both plans, option awards vest 20% at the end of each year over 5 years and expire 10 years from the date of grant, or generally within 90 days of employee termination. There were no restricted stock awards outstanding as of October 15, 2023. A summary of equity classified option activity for the twenty-four weeks ended October 15, 2023 is as follows: Options Number of Options Weighted-average Exercise Price Weighted-average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at April 30, 2023 2,284,399 $ 9.84 6.56 $ 16,628 Granted 619,500 22.77 Exercised — — Expired (13,000) 3.35 Forfeited or cancelled (41,047) 14.65 Outstanding at October 15, 2023 2,849,852 $ 12.61 6.90 $ 8,250 Exercisable at October 15, 2023 1,299,441 $ 7.53 4.64 The unrecognized expense related to our stock option plan totaled approximately $5,112 as of October 15, 2023 and will be expensed over a weighted average period of 3.04 years. The Company’s equity incentive plan, the 2008 Equity Incentive Plan (the “Plan”), provided for the issuance of 2,900,000 common stock shares in the form of an option award or restricted stock award to eligible employees and directors. Option awards vest 20% at the end of each year over 5 years. The options expire 10 years from the date of grant, or generally within 90 days of employee termination. There were no restricted stock awards outstanding as of April 30, 2023 and April 24, 2022. The fair value of option awards is estimated on the date of grant using the Hull White Binomial Lattice option model for options with service and market conditions and a Black-Scholes option valuation model for options with service conditions. Both valuation models utilize assumptions noted in the following table. Since the Company’s stock is not publicly traded, the expected volatility was based on an average of the historical volatility of certain of the Company’s competitors’ stocks over the expected term of the stock-based awards. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The assumptions used in the valuation of stock options granted during fiscal years 2023, 2022 and 2021 were as follows: Fiscal Year 2023 Fiscal Year 2022 Fiscal Year 2021 Expected volatility 35%-40% 70.00 % 72.00 % Expected dividends — — — Expected term (in years) N/A 6.5 6.5 Risk-free rate 2.67%-4.10% 2.88 % 0.34 % Weighted average grant-date fair value $ 1.86 $ 1.71 $ 1.39 As of April 30, 2023, under the Plan, 92,430 shares of common stock, were available for future grants. A summary of equity classified option activity under the Plan for the years ended April 30, 2023, April 24, 2022, and April 25, 2021 is presented below: Options Number of Options Weighted-average Exercise Price Weighted-average Remaining Contractual Term (in years) Outstanding at April 26, 2020 2,225,200 $ 6.64 7.57 Granted 433,163 8.00 Exercised (77,000) 2.52 Forfeited or cancelled (313,769) 7.53 Outstanding at April 25, 2021 2,267,594 $ 6.88 7.15 Granted 547,000 12.54 Exercised (10,000) 3.00 Expired (27,500) 3.00 Forfeited or cancelled (633,209) 7.30 Outstanding at April 24, 2022 2,143,885 $ 8.27 6.82 Granted 644,500 15.00 Exercised (11,708) 5.63 Expired (40,500) 3.00 Forfeited or cancelled (451,778) 10.45 Outstanding at April 30, 2023 2,284,399 $ 9.84 6.56 Exercisable at April 24, 2022 1,037,077 $ 6.36 5.06 Exercisable at April 30, 2023 1,201,860 $ 7.07 4.77 |
Warrants - 10K
Warrants - 10K | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Oct. 15, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | |||
Warrants | Warrants As of October 15, 2023, outstanding warrants were as follows: Warrants Number of Warrants Weighted-Average Exercise Price Outstanding at April 30, 2023 483,649 $ 1.31 Granted 48,530 0.01 Expired — — Outstanding as of October 15, 2023 532,179 $ 1.19 In fiscal year 2023, the Company issued 267,000 warrants to Silverview Credit Partners LP (“Silverview”), recorded at fair value in additional paid-in capital within the condensed consolidated balance sheet of $1,712, net of issuance costs. Upon surrender of these warrants, the holder is entitled to purchase one share of the Company’s common stock at $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 and fair value of $10. On August 1, 2023, the Company and Silverview amended and restated a warrant agreement to correct the number of shares of common stock Silverview is 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 remain issued. Under the term loan agreement, the Company is contractually obligated to issue a specified number of warrants to Silverview in the event the Company elects to exercise its right to obtain additional funding from Silverview under the Tranche 2 loan agreement. Therefore, the remaining warrants, are considered contingently issuable and the contingency is satisfied when a draw on Tranche 2 occurs. As a result of the amended and restated warrant agreement, 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 is satisfied, the respective warrant shares will be considered indexed to the Company’s common stock and qualify for equity classification under the derivative scope exception provided by 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 Tranche 2 loan commitment on July 27, 2023 (see Note 4). As of August 1, 2023, 179,272 shares were considered issued warrants and 87,728 shares were considered contingently issuable warrants. For accounting purposes, all 267,000 warrants were still considered issued and outstanding. On September 29, 2023, the Company issued 11,443 warrants in exchange for the issuance of borrowing $1,500 under the Tranche 2 loan. As the contingency was satisfied for these warrants, $173 was reclassed from the warrant liability to additional paid-in-capital. As of October 15, 2023, the Company recorded a warrant liability of $1,049 in other accrued liabilities for 76,285 of the Silverview contingently issuable warrants. In April 2023 and July 2023, the Company also issued 111,619 and 48,530 warrants, respectively, to Granite Creek Capital Partners LLC (“Granite Creek”) in connection with its equipment loan agreements. The lender has the right to require the Company 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 require liability classification in accordance with ASC 480, and as a result, recorded a warrant liability of $1,925 and $2,202 in other accrued liabilities as of April 30, 2023 and October 15, 2023, respectively. In determining the fair value of the Granite Creek warrants and Silverview contingently issuable warrants as of October 15, 2023, the Company utilized the intrinsic value valuation method using level 3 inputs consisting of the fair value of common stock as of October 15, 2023 less the exercise price of $0.01 for Silverview and previously issued Granite Creek warrants and less the exercise price of $0.001 for the Granite Creek warrants issued in July 2023. The Company adjusts the warrants to fair value at each reporting period. During the twenty-four weeks ended October 15, 2023, the change in the fair value was as follows: Warrant liability as of April 30, 2023 $ 1,925 Change in fair value 409 Warrant liability as of July 23, 2023 $ 2,334 Granted to Granite Creek 1,015 Reclassification of liability-classified warrants 1,834 Issuance of contingently issuable shares (173) Change in fair value (1,759) Warrant liability as of October 15, 2023 $ 3,251 The change in fair value of the warrant is reported on a separate line item in the unaudited condensed consolidated statement of operations. Upon surrender of these warrants, the holder is entitled to purchase one share of the Company’s common stock at $0.01. All outstanding warrants expire at the earlier of 10 years from the date of issuance (various dates during fiscal years 2024 through 2033) or upon consummation of an initial public offering by the Company or certain other company transactions and are exercisable as of October 15, 2023, excluding the contingently issuable warrants. As of April 30, 2023, April 24, 2022, and April 25, 2021, outstanding warrants were as follows: Warrants Number of Warrants Weighted-Average Exercise Price Outstanding at April 26, 2020 186,797 $ 3.45 Outstanding at April 25, 2021 186,797 $ 3.45 Exercised (55,791) 1.00 Outstanding at April 24, 2022 131,006 $ 4.49 Granted 386,119 0.20 Expired (33,476) 1.00 Outstanding at April 30, 2023 483,649 $ 1.31 In fiscal year 2023 the Company issued 267,000 warrants to Silverview Credit Partners LP, recorded at fair value in additional paid-in capital within the Consolidated Balance sheet of $1,712, net of issuance costs (see Note 9). Upon surrender of these warrants, the holder is entitled to purchase one share of the Company’s common stock at $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 and fair value of $10. In April 2023, the Company also issued 111,619 warrants to Granite Creek Capital Partners LLC in connection with its equipment loan agreement. The lender has the right to require the Company 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 require liability classification in accordance with ASC 480, and as a result, recorded a warrant liability of $1,925 in other accrued liabilities (see Note 6). In determining fair value at issuance date on April 19, 2023, the Company utilized the intrinsic value valuation method using level 3 inputs consisting of the fair value of common stock as of April 30, 2023 less the exercise price of $0.01. The Company adjusts the warrants to fair value at each reporting period. Upon surrender of these warrants, the holder is entitled to purchase one share of the Company’s common stock at $0.01. | NOTE 6 — STOCKHOLDERS’ (DEFICIT) EQUITY Preferred stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding. Class A common stock — The Company is authorized to issue 240,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. On April 21, 2023, Class A stockholders redeemed 20,151,313 shares of Class A common stock subject to possible redemption in connection with the stockholder vote to approve the Company’s Extension Option. On April 21, 2023, the Sponsor converted 2,000,000 shares of Class B common stock into 2,000,000 shares of Class A common stock on a one-for-one basis. The 2,000,000 converted shares Class A common stock do not have any redemption features and do not participate in the income earned on the Trust Account. At September 30, 2023 and December 31, 2022, there were 2,000,000 and no shares of Class A common stock issued and outstanding, respectively, excluding 3,998,687 and 24,150,000 shares of Class A common stock subject to possible redemption, respectively. Class B common stock — The Company is authorized to issue 60,000,000 shares of Class B common stock with a par value of $0.0001 per share. In March 2021, the Sponsor purchased 8,625,000 shares of Class B common stock for an aggregate purchase price of $25,000 and an aggregate of 142,500 of such shares Founder Shares were subsequently transferred to our independent directors, executive officers and special advisor and other third parties. On November 30, 2021, the Sponsor surrendered 1,725,000 shares of Class B common stock as a result of changes to the terms of the Initial Public Offering. On January 19, 2022, the Company issued an additional 345,000 shares of Class B common stock pursuant to a stock split for no additional consideration as a result of the upsize to the Company’s Initial Public Offering. Share amounts and related information have been retrospectively restated for the share surrender and stock split. On April 21, 2023, the Sponsor converted 2,000,000 shares of Class B common stock into 2,000,000 shares of Class A common stock on a one-for-one basis. Thus, as of September 30, 2023 and December 31, 2022, the Company presented 5,245,000 and 7,245,000 shares of Class B common stock issued and outstanding on the balance sheet, respectively. With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our Initial Business Combination, except as required by law, holders of our Founder Shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. However, prior to the consummation of the Initial Business Combination, holders of the Class B common stock will have the right to elect all of the Company’s directors and may remove members of the board of directors for any reason. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of an Initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of an Initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, subject to adjustment for stock splits, stock dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like, in the aggregate, on an as-converted basis, 23% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with an Initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in an Initial Business Combination and excluding any Private Placement Warrants issued to our Sponsor, its affiliates or any member of our management team upon conversion of Working Capital Loans. | NOTE 6 — STOCKHOLDERS’ (DEFICIT) EQUITY Preferred stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2022 and 2021, there were no shares of preferred stock issued or outstanding. Class A common stock — The Company is authorized to issue 240,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At December 31, 2022, there were no shares of Class A common stock issued and outstanding, excluding 24,150,000 shares of Class A common stock subject to possible redemption. At December 31, 2021, there were no shares of Class A common stock issued or outstanding. Class B common stock — The Company is authorized to issue 60,000,000 shares of Class B common stock with a par value of $0.0001 per share. In March 2021, the Sponsor purchased 8,625,000 Founder Shares for an aggregate purchase price of $25,000 and an aggregate of 142,500 of such Founder Shares were subsequently transferred to our independent directors, executive officers and special advisor and other third parties. On November 30, 2021, the Sponsor surrendered 1,725,000 Founder Shares as a result of changes to the terms of the Initial Public Offering. On January 19, 2022, the Company issued an additional 345,000 shares of Class B common stock pursuant to a stock split for no additional consideration as a result of the upsize to the Company’s Initial Public Offering. With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our initial business combination, except as required by law, holders of our Founder Shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. However, prior to the consummation of the Business Combination, holders of the Class B common stock will have the right to elect all of the Company’s directors and may remove members of the board of directors for any reason. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, subject to adjustment for stock splits, stock dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like, in the aggregate, on an as-converted basis, 23% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and excluding any private placement warrants issued to our Sponsor, its affiliates or any member of our management team upon conversion of Working Capital Loans. |
Net Loss Per Share - 10K
Net Loss Per Share - 10K | 5 Months Ended |
Oct. 15, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Earnings (Loss) Per Share Beginning in fiscal year 2024, 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 Series I Preferred Stock to be a participating security as the holders are entitled to receive dividends on an as-if converted basis equal to common stock in addition to the Series I Preferred Stock dividend yield. Basic net (loss) income per share is computed by dividing net (loss) income attributable to common shareholders 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 Tranche 2 loan being received, they have not been included in the calculation of basic net (loss) income per share. Diluted net (loss) income 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. Diluted net (loss) income per share reflects the weighted average dilutive impact of all potentially dilutive securities from the date of issuance and is computed using the treasury stock and if-converted methods. The if-converted method is used to determine if the impact of conversion of the preferred stock into common stock is more dilutive and for Series I, if such conversion is more dilutive than the Series I dividends to net (loss) income per share. If so, the preferred stock is assumed to have been converted at the later of the beginning of the period or the time of issuance, and the resulting ordinary shares are included in the denominator and the dividends are added back to the numerator. 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) earnings per share of common stock for the twelve and twenty-four weeks ended October 15, 2023 and October 9, 2022: Twelve Weeks Ended Twenty-Four Weeks Ended October 15, 2023 October 9, 2022 October 15, 2023 October 9, 2022 Numerator: Net (loss) income (7,283) (3,390) (10,329) 1,645 Cumulative unpaid dividends on preferred stock (394) — (528) — Change in redemption amount of preferred stock — — (1,423) — Net loss on which basic and diluted earnings per share is calculated (7,677) (3,390) (12,280) 1,645 Denominator: Weighted average common shares outstanding, basic 6,535 6,168 6,550 6,168 Dilutive awards outstanding — — — 10,824 Weighted average common shares outstanding, diluted 6,535 6,168 6,550 16,992 Earnings (loss) per share: Basic $ (1.17) $ (0.55) $ (1.87) $ 0.27 Diluted (1.17) (0.55) (1.87) 0.10 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): Twelve Weeks Ended Twenty-Four Weeks Ended October 15, 2023 October 9, 2022 October 15, 2023 Stock options 2,850 2,256 2,850 Preferred stock (as converted to common shares) 12,383 10,204 12,383 Convertible debt (as converted to common shares) 513 507 513 Contingently issuable warrants 76 — 76 Warrants 105 105 105 Total common stock equivalents 15,927 13,072 15,927 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 30, 2023, April 24, 2022, and April 25, 2021: April 30, 2023 April 24, 2022 April 25, 2021 Net loss on which basic and diluted earnings per share is $ calculated $ (7,525) $ (9,917) $ (29,998) Number of weighted shares on which basic and diluted earnings per share is calculated 6,210 6,108 6,079 Basic loss per share (1.21) (1.62) (4.93) Diluted loss per share (1.21) (1.62) (4.93) Basic loss per common share attributable to the Company’s shareholders is calculated by dividing the net loss by the weighted average number of common shares issued and outstanding, including issued but unexercised pre-funded warrants outstanding during the respective periods. Diluted loss per share is calculated by taking net loss, divided by the weighted average common shares outstanding adjusted for the effect of potentially dilutive stock or equivalents, including preferred stock, convertible debt, warrants and stock options, to the extent not considered anti-dilutive. As the Company is in a net loss position, basic loss per share equals that of diluted loss per share as inclusion of the potential common shares would be anti-dilutive. 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 above (in thousands): Fiscal Year 2023 Fiscal Year 2022 Fiscal Year 2021 Stock options 2,284 2,144 2,268 Preferred stock (as converted to common shares) 10,204 10,086 9,586 Convertible debt (as converted to common shares) 500 500 — Warrants 105 131 187 Total common stock equivalents 13,093 12,861 12,040 |
Commitment and Contingencies -
Commitment and Contingencies - 10K | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Oct. 15, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Commitments and Contingencies | 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 their ultimate disposition should not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. 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 their ultimate disposition should not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. | NOTE 8 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale. The holders will have the right to require us to register for resale these securities pursuant to a shelf registration under Rule 415 under the Securities Act. The holders of a majority of these securities will also be entitled to make up to three demands, plus short form registration demands, that we register such securities. In addition, the holders will be entitled to certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our Initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriter Agreement The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 3,150,000 additional Units to cover over-allotments at the Initial Public Offering price less the underwriting discount. The underwriters exercised the over-allotment option in full on January 24, 2022. The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $4,830,000 in the aggregate, paid upon the closing. In addition, the underwriters are entitled to a deferred fee of $0.40 per Unit, or $9,660,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement. On June 22, 2023, the Company and the underwriter entered into an agreement to reduce the deferred underwriter commission payable upon consummation of the Initial Business Combination from $9,660,000 to $3,622,500. In the event the funds available in the Trust Account upon the consummation of the Initial Business Combination are insufficient to pay the underwriter for the deferred underwriter commission, the Company will pay the underwriter, in cash, upon consummation of the Initial Business Combination, as a capital markets advisory fee, an amount equal to the difference between the deferred underwriting commission actually paid to the underwriter and $3,622,500 such that their total compensation from the deferred underwriting commission plus the capital markets advisory fee equals $3,622,500. As such, the Company has reduced the deferred underwriter fee payable on its condensed consolidated balance sheets to $3,622,500 as of September 30, 2023. Placement Agent Agreement On June 19, 2023, the Company engaged William Blair & Company, L.L.C. (“William Blair”) as co-placement agent with BTIG, LLC (“BTIG”) (together, the “Placement Agents”) in connection with the Company’s Initial Business Combination. If the Initial Business Combination is consummated, William Blair will be paid a success fee of $4,000,000. In the event a securities offering is consummated, the Company will pay the Placement Agents an aggregate placement fee of 5.00% of the total transaction consideration. No amounts have been accrued for as of September 30, 2023 as they are contingent on the consummation of the Initial Business Combination and securities offering. Business Combination Agreement On June 23, 2023 the Company announced that the Company, Merger Sub and Pinstripes, Inc., a Delaware corporation (“Pinstripes”), had entered into a Business Combination Agreement, dated as of June 22, 2023 (the “Pinstripes Agreement”). Pinstripes, Merger Sub and the Company are collectively referred to herein as the “Parties.” Pinstripes is an experiential dining and entertainment brand combining bistro, bowling, bocce and private event space. Pursuant to the Pinstripes Agreement, it is anticipated that (a) Merger Sub shall merge with and into Pinstripes (the “Merger”), with Pinstripes being the surviving corporation of the Merger (Pinstripes, in its capacity as the surviving company of the Merger, the “Post-Business Combination Surviving Company”), and as a result of which the Post-Business Combination Surviving Company will become a wholly owned subsidiary of the Company. The Merger and the other transactions contemplated by the Pinstripes Agreement are hereinafter referred to as the “Business Combination”. The Company initially filed a Registration Statement on Form S-4 with respect to the Business Combination with the SEC on September 11, 2023 and the Company anticipates that the Business Combination will close in the fourth quarter of 2023, following the receipt of the required approval by the Company’s stockholders and the fulfillment or waiver of other closing conditions. In accordance with the terms and subject to the conditions of the Pinstripes Agreement, at the effective time of the Merger, each outstanding share of common stock, par value $0.01 of Pinstripes (the “Pinstripes Common Stock”) (including shares of Pinstripes Common Stock resulting from the conversion of preferred stock of Pinstripes and excluding Dissenting Shares (as defined in the Pinstripes Agreement), any cancelled treasury shares and shares of Pinstripes Common Stock issued in connection with the conversion of the Series I Convertible Preferred Stock (as defined in the Pinstripes Agreement)) will be cancelled and extinguished and converted into the right to receive the number of shares of common stock, par value $0.0001 per share of the Company (the “Company Common Stock”) determined in accordance with the Pinstripes Agreement based on a pre-money equity value of Pinstripes of $429,000,000 and a price of $10 per share of Company Common Stock. The Series I Convertible Preferred Stock of Pinstripes will be converted into Pinstripes Common Stock immediately prior to the closing of the Business Combination (the “Closing”) and, at the effective time of the Merger, such resulting shares of Pinstripes Common Stock will be cancelled and extinguished and converted into the right to receive the number of shares of Company Common Stock determined in accordance with the Pinstripes Agreement based on an exchange ratio of 2.5 shares of Company Common Stock for each share of Pinstripes Common Stock resulting from the conversion of the Series I Preferred Stock of Pinstripes immediately prior to the Closing. On September 26, 2023, the Company, Merger Sub Inc., and Pinstripes entered into the Amended and Restated Business Combination Agreement, which amends and restates the Pinstripes Agreement (as so amended and restated, the “Amended Pinstripes Agreement”). Pursuant to the Amended Pinstripes Agreement: (a) the Company and Pinstripes revised the definition of “Equity Value”, from $429,000,000 to $379,366,110 and (b) the Company shall provide holders of common stock of Pinstripes prior to the closing of the Business Combination with an aggregate of 5 million shares of Class B common stock of the post-closing combined company, which shall be subject to certain vesting and forfeiture conditions and restrictions on transfer as implemented by the issuance of 2,500,000 shares of Series B-1 common stock of the post-closing combined company, par value $0.0001 per share and 2,500,000 shares of Series B-2 common stock of the post-closing combined company, par value $0.0001 per share, which shall convert into shares of Company Common Stock upon the satisfaction of certain vesting conditions (the “Earnout Shares”). The Earnout Shares shall be subject to vesting conditions and forfeiture as follows: (i) 50% of the Earnout Shares shall be issued as Series B-1 common stock of the post-closing combined company and shall vest and no longer be subject to forfeiture if the volume weighted average share price of the Company Common Stock equals or exceeds $12.00 per share for any 20 trading days within any consecutive 30-trading day period commencing five months after the closing of the Business Combination and (ii) 50% of the Earnout Shares shall be issued as shares of Series B-2 common stock of the post-closing combined company and shall vest and no longer be subject to forfeiture if the volume weighted average share price of the Company Common Stock equals or exceeds $14.00 per share for any 20 trading days within any consecutive 30-trading day period commencing five months after the closing of the Business Combination. Bridge Financing On June 22, 2023, concurrently with the execution of the Pinstripes Agreement, affiliates of the Sponsor entered into a securities purchase agreement with Pinstripes to provide $18.0 million of bridge financing in the form of Series I Convertible Preferred Stock of Pinstripes (the “Bridge Financing”). Since the initial closing of the Bridge Financing, affiliates of the Sponsor have provided $3,266,200 of additional financing to Pinstripes in the form of Series I Convertible Preferred Stock of Pinstripes. The shares of Series I Convertible Preferred Stock received by such affiliates will convert, pursuant to the terms of the Pinstripes Agreement, into shares of Company Common Stock in connection with the consummation of the Business Combination. Sponsor Letter Agreement On June 22, 2023, concurrently with the execution of the Pinstripes Agreement, the Company, the Sponsor, George Courtot, Bruce Lubin, Otis Carter, Kimberley Annette Rimsza, Matt Jaffee and Brett Biggs amended that certain letter agreement, dated as of January 19, 2022, by and among the Company and the parties thereto, and Pinstripes joined as a party to such letter agreement (the “Amended Sponsor Letter Agreement”), to take into account entry into the Pinstripes Agreement. The Amended Letter Agreement is included as Exhibit 10.1 hereto. Registration Rights Agreement At the closing of the Business Combination, it is anticipated that the Company, the Sponsor Parties and certain equityholders of Pinstripes will enter into an Amended and Restated Registration Rights Agreement, pursuant to which, among other things, the parties thereto will be granted customary registration rights with respect to shares of the post-Business Combination company. Security Holder Support Agreement On June 22, 2023, concurrently with the execution of the Pinstripes Agreement, the Company, Pinstripes and certain security holders of Pinstripes entered into security holder support agreements with respect to the Business Combination (the “Security Holder Support Agreement”). The Security Holder Support Agreement is included as Exhibit 10.2 hereto. Lockup Agreement On June 22, 2023, concurrently with the execution of the Pinstripes Agreement, the Company, Pinstripes and certain security holders of Pinstripes (the “Pinstripes Security Holders”) entered into a lockup agreement with respect to the Business Combination (the “Lockup Agreement”). The Lockup Agreement is included as Exhibit 10.3 hereto. Director Designation Agreement At the closing of the Business Combination, it is anticipated that the Company and Mr. Dale Schwartz will enter into Director Designation Agreement (the “Director Designation Agreement”). The form of the Director Designation Agreement is included as Exhibit 10.4 hereto. Non-Redemption Agreements The Company and the Sponsor entered into certain non-redemption agreements with certain unaffiliated third parties, pursuant to which the Sponsor agreed to transfer an aggregate of 1,018,750 shares of Class B common stock to such third parties immediately following consummation of an Initial Business Combination in exchange for the non-redemption of 4,075,000 shares of Class A common stock. The Company estimated the aggregate fair value of such 1,018,750 shares of Class B common stock transferable to certain unaffiliated third parties pursuant to the non-redemption agreements to be $893,000 or approximately $0.88 per share. The excess fair value of such Class B common stock, or $892,911, was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A (“SAB Topic 5A”). Accordingly, in substance, it was recognized by the Company as a capital contribution by the affiliates of the Sponsor to induce the unaffiliated third parties not to redeem their Class A common stock, with a corresponding charge to additional paid-in capital to recognize the fair value of the Class B common stock subject to transfer as an offering cost. | NOTE 8 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale. The holders will have the right to require us to register for resale these securities pursuant to a shelf registration under Rule 415 under the Securities Act. The holders of a majority of these securities will also be entitled to make up to three demands, plus short form registration demands, that we register such securities. In addition, the holders will be entitled to certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriter Agreement The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 3,150,000 additional Units to cover over-allotments at the Initial Public Offering price less the underwriting discount. The underwriters exercised the over-allotment option in full on January 24, 2022. The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $4,830,000 in the aggregate, paid upon the closing. In addition, the underwriters are entitled to a deferred fee of $0.40 per Unit, or $9,660,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Related Party Transactions - 10
Related Party Transactions - 10K | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Oct. 15, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |||
Related Party Transactions | Related Party Transactions For the twelve and twenty-four weeks ended October 15, 2023 and October 9, 2022, 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 $10 and $21, and $1,367 and $4,119, respectively. As of October 15, 2023 and April 30, 2023, $1,742 and $1,911 due to this related party is included in accounts payable within the condensed consolidated balance sheets, respectively. For the fiscal years ended April 30, 2023, April 24, 2022 and April 25, 2021, 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 $6,553, $1,043, and $576, respectively. As of April 30, 2023 and April 24, 2022, $1,911 and $837 due to this related party is included in accounts payable within the Consolidated Balance Sheets, respectively. | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares In March 2021, the Sponsor purchased 8,625,000 Founder Shares for an aggregate purchase price of $25,000 and an aggregate of 142,500 of such Founder Shares were subsequently transferred to our independent directors, executive officers and special advisor and other third parties. The fair value of the shares transferred is de minimis. On November 30, 2021, the Sponsor surrendered 1,725,000 Founder Shares as a result of changes to the terms of the Initial Public Offering, resulting in the Sponsor owning 6,900,000 Founder Shares. On January 19, 2022, the Company issued an additional 345,000 shares of Class B common stock pursuant to a stock split for no additional consideration as a result of the upsize to the Company’s Initial Public Offering (see Note 6). The number of Founder Shares outstanding collectively represents approximately 23% of the Company’s issued and outstanding shares after the Initial Public Offering. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of an Initial Business Combination or (B) subsequent to an Initial Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after an Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Promissory Note — Related Party In March 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and was due upon the consummation of the Initial Public Offering. On January 24, 2022, the Company paid $289,425, the full amount outstanding under the Promissory Note, to the Sponsor. Convertible Promissory Notes – Related Parties On June 1, 2023, the Company entered into promissory note agreements with certain related parties (the “Related Party Promissory Notes”), pursuant to which the Company could borrow up to an aggregate principal amount of $2,000,000. The Related Party Promissory Notes are non-interest bearing and are due upon the consummation of the consummation of an Initial Business Combination. If an Initial Business Combination is not consummated, the Related Party Promissory Notes are only repaid solely to the extent the Company has funds available to it outside of the Trust Account, and that all other amounts will be contributed to capital, forfeited, eliminated or otherwise forgiven or eliminated. Upon consummation of an Initial Business Combination, the payees have the option, but not the obligation, to convert up to an aggregate $1,500,000 of the total outstanding principal amounts of the Related Party Promissory Notes, in whole or in part, into warrants of the Company (each, a “Warrant”) at a price of $1.00 per Warrant. Each Warrant is exercisable for one share of Class A common stock, $0.0001 par value per share, of the Company. The Warrants will be identical to the Private Placement Warrants issued to the Sponsor at the time of the Company’s Initial Public Offering. As of September 30, 2023 and December 31, 2022, there was $506,000 and $0 outstanding under the Related Party Promissory Notes, respectively. The Company determined that the fair value of the conversion option is de minimis as of the date of the promissory note draws through September 30, 2023. As such, the Company has recorded the Related Party Promissory Notes balance at amortized cost on the balance sheets. Related Party Loans In addition, in order to finance transaction costs in connection with an Initial Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). The Working Capital Loans would either be repaid upon consummation of an Initial Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans, or up to an aggregate of $4,830,000 of such Working Capital Loans with respect to funded extension periods, may be convertible into warrants at a price of $1.00 per warrant, of the post-Business Combination entity. If the Company completes an Initial Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that an Initial Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The warrants would be identical to the Private Placement Warrants. As of September 30, 2023 and December 31, 2022, there was $506,000 and $0 outstanding under the Working Capital Loans as the Related Party Promissory Notes entered into on June 1, 2023 are Working Capital Loans. Support Services Agreement Commencing on the listing date, the Company agreed to pay the Sponsor pursuant to a support services agreement a total of $10,000 per month for office space provided to the Company. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company’s contractual obligation under the support services agreement to pay these monthly fees will cease. For the three and nine months ended September 30, 2023, the Sponsor permanently waived its right to receive such fees from the Company. The Sponsor expects to continue to permanently waive its rights to receive such fees in future periods. | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares In March 2021, the Sponsor purchased 8,625,000 Founder Shares for an aggregate purchase price of $25,000 and an aggregate of 142,500 of such Founder Shares were subsequently transferred to our independent directors, executive officers and special advisor and other third parties. The fair value of the shares transferred is de minimis. On November 30, 2021, the Sponsor surrendered 1,725,000 Founder Shares as a result of changes to the terms of the Initial Public Offering, resulting in the Sponsor owning 6,900,000 Founder Shares. On January 19, 2022, the Company issued an additional 345,000 shares of Class B common stock pursuant to a stock split for no additional consideration as a result of the upsize to the Company’s Initial Public Offering (see Note 6). The number of Founder Shares outstanding collectively represents approximately 23% of the Company’s issued and outstanding shares after the Initial Public Offering. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock reorganizations, recapitalizations and the like) for any 20 trading days within any 30- trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Promissory Note — Related Party In March 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and was due upon the consummation of the Initial Public Offering. On January 24, 2022, the Company paid $289,425, the full amount outstanding under the Promissory Note, to the Sponsor. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,800,000 of such Working Capital Loans, or up to an aggregate of $4,830,000 of such Working Capital Loans with respect to funded extension periods, may be convertible into warrants at a price of $1.00 per warrant, of the post-Business Combination entity. If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The warrants would be identical to the Private Placement Warrants. As of December 31, 2022 and 2021, there were no amounts outstanding under the Working Capital Loans. Support Services Agreement Commencing on the listing date, the Company agreed to pay the Sponsor pursuant to a support services agreement a total of $10,000 per month for office space provided to the Company. Upon completion of the initial Business Combination or the Company’s liquidation, the Company’s contractual obligation under the support services agreement to pay these monthly fees will cease. For twelve months ended December 31, 2022, the Sponsor permanently waived its right to receive such fees from the Company. The Sponsor expects to continue to permanently waive its rights to receive such fees in future periods. |
Subsequent Events_2_3
Subsequent Events | 5 Months Ended | 12 Months Ended |
Oct. 15, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Subsequent Events The Company evaluated subsequent events through January 3, 2024, the date the quarterly financial statements were available to be issued and determined there were no additional items that required further disclosure or recognition, with the exception of additional financing. On October 20, 2023 and December 29, 2023, the Company received $5,000 on each date in additional debt proceeds under Tranche 2 from Silverview Credit Partners LP to fund expansion, which will bear interest at 15% and will be payable in full on June 7, 2027. On November 22, 2023, the Company and Banyan Acquisition Corporation entered into a Second Amended and Restated Business Combination Agreement (“2nd Amended BCA”), which amends and restates the Amended BCA, dated as of September 26, 2023. Pursuant to the Second Amended BCA, holders of common stock of Pinstripes prior to the closing of the Business Combination (excluding holders of common stock issued in connection with the conversion of the Series I Convertible Preferred Stock of Pinstripes) would receive an aggregate of 4,000,000 shares of New Pinstripes Class B Common Stock (pro rata to each such holder’s entitlement to consideration in connection with the Merger) as set forth on an allocation schedule to be delivered by Pinstripes to Banyan at least three business days prior to the Closing, which shares shall be subject to the vesting and forfeiture conditions and restrictions on transfer as implemented in the Proposed Charter by the issuance of shares of New Pinstripes Series B-3 Common Stock, which shall convert into shares of New Pinstripes Class A Common Stock upon the satisfaction of the vesting conditions described herein. In addition, the amendment also provides that a number of shares equal to the number of shares that the Sponsor will forfeit in connection with the Closing, in accordance with the amended sponsor letter agreement, will be issued to the holders of common stock of Pinstripes prior to the closing of the Business Combination as merger consideration. On December 4, 2023, Granite Creek exercised its outstanding warrants of 111,619 and 48,530 at an exercise price of $0.01 and $0.001, respectively. On December 29, 2023, the Company entered into a definitive agreement with Oaktree Capital Management, L.P. (“Oaktree”) under which the Company issued Senior Secured Notes (“Senior Notes") to Oaktree, which mature in five years on December 29, 2028. The principal payment is due at maturity. The agreement provides for Senior Notes up to $90,000,000 in the aggregate to be funded in two issuances as follows (a) an initial purchase of $50,000,000 of Senior Notes (“Initial Notes”) at the closing of the BCA agreement, which occurred on December 29, 2023, and (b) an additional purchase of $40,000,000 of Senior Notes in the sole discretion of Oaktree to be issued no earlier than nine months and no later than 12 months after the BCA closing date (“Additional Notes”). The Company will use the proceeds from the Senior Notes for general business purposes, including the settlement of BCA related transaction costs. The Senior Notes will accrue 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). The Senior Notes are collateralized by the assets and equity of the business, subject to intercreditor agreements with Silverview and Granite Creek. The Silverview and Granite Creek Notes were amended as part of the issuance of the Senior Notes. The Silverview and Granite Creek Notes were amended to include Oaktree in the intercreditor agreements and align the measurement periods for the financial covenants of all Notes. The Senior Notes, along with the amended Silverview and Granite Creek Notes, require the Company to maintain certain financial covenants, as defined. The first covenant measurement period is ending on January 6, 2025. In conjunction with the issuance Initial Notes, Oaktree will be granted fully detachable warrants for 2,500,000 shares of common stock of New Pinstripes at a strike price equal to $0.01 per share. In the event that the volume-weighted average price per share of New Pinstripes’ common stock during the period commencing on the 91st day after the BCA is completed and ending 90 days thereafter is less than $8.00 per share or $6.00 per share, Oaktree will be granted additional warrants for 187,500 shares or 412,500 shares, respectively, of common stock of New Pinstripes at a strike price equal to $0.01 per share. These warrants may be exercised at any time for 10 years following the closing date. Upon the purchase of the Additional Notes, Oaktree will be granted additional detachable warrants for 1,750,000 shares of common stock of New Pinstripes at a strike price equal to $0.01 per share. If Additional Notes are purchased and the volume-weighted average price per share of New Pinstripes’ common stock during the period commencing on the 91st day after the BCA is completed and ending 90 days thereafter is less than $6.00 per share, Oaktree will be granted additional warrants of 150,000 shares of common stock of New Pinstripes at a strike price equal to $0.01 per share. These warrants may be exercised at any time for 10 years following the closing date. The Company evaluated subsequent events through August 31, 2023, the date the financial statements were available to be issued and determined there were no additional items that required further disclosure or recognition, with the exception of the execution on June 22, 2023 of a Business Combination Agreement with Banyan Acquisition Corporation. Pursuant to the agreement, it is anticipated that the Company will merge with Banyan Acquisition Corporation. The Company anticipates the Business Combination will close in the third quarter of fiscal year 2024. Concurrently with the execution of the Agreement, affiliates of the Sponsor of Banyan Acquisition Corporation entered into a securities purchase agreement with the Company to provide $18,000 of bridge financing in the form of Series I Convertible Preferred Stock. The shares of Series I Convertible Preferred Stock will convert into the Company’s Common Stock in connection with the consummation of the Business Combination. On June 2023, affiliates of the Sponsor of Banyan Acquisition Company provided an additional $1,900 of bridge financing in the form of Series I Convertible Preferred Stock. On August 1, 2023, affiliates of the Sponsor of Banyan Acquisition Company provided an additional $1,380 of bridge financing in the form of Series I Convertible Preferred Stock. These shares of Series I Convertible Preferred Stock will also convert into the Company’s Common Stock in connection with the consummation of the Business Combination. In June 2023, the Company amended a lease with a landlord that resulted in a rent abatement of $4,318 and a rent deferral of $4,500. These amounts were included in Accrued Occupancy Costs (see Note 7) as of April 30, 2023 The deferral of $4,500 is payable in equal monthly installments over the next five years. On July 27, 2023, the Company entered into a term loan agreement with Granite Creek Capital Partners, LLC, that provided $5,000 in additional debt financing for development of new locations that matures on April 19, 2028 at an interest rate of 12%, repayable in quarterly installments beginning September 30, 2024. Additionally, on July 27, 2023, the Company received $1,000 in additional debt proceeds from Silverview Credit Partners LP to fund expansion with an interest rate of 15% and maturity date of June 7, 2027 | NOTE 11 — SUBSEQUENT EVENTS The Company has evaluated subsequent events to determine if events or transactions occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements which have not been previously adjusted or disclosed within the financial statements. |
UNAUDITED SUMMARY OF SIGNIFIC_2
UNAUDITED SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Oct. 15, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | |||
Basis of Presentation | 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”). Accordingly, they do not include all the information and notes required by GAAP for complete financial statements. In the opinion of management, these financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position, results of operations and cash flows for the periods indicated. Certain information and footnote disclosures normally included in annual financial statements presented in accordance with US GAAP have been omitted pursuant to rules and regulations of the Securities and Exchange Commission (“SEC”). Due to the seasonality of our business, results for any interim financial period are not necessarily indicative of the results that may be achieved for a full fiscal year. In addition, quarterly results of operations may be impacted by the timing and amount of sales and costs associated with opening new locations. These interim unaudited condensed consolidated financial statements do not represent complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended April 30, 2023 included in our Annual Report. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Pinstripes at Prairiefire, Inc., Pinstripes Illinois, LLC, and Pinstripes, Hillsdale, LLC, and have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). All intercompany accounts and transactions have been eliminated in consolidation. | Basis of Presentation The accompanying unaudited condensed consolidated financial statement is prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering, as filed with the SEC on January 24, 2022, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on March 10, 2022 and the Company’s Annual Report filed on Form 10-K as filed with the SEC on March 31, 2023. The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any future periods. The Company’s condensed financial statements are presented on a consolidated basis with Merger Sub, as it is a wholly owned subsidiary. Merger Sub does not have activity as of September 30, 2023. | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”). |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | |
Use of Estimates | The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Actual results could differ from those 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. | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | We consider 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. The Company maintains its cash in bank accounts, which, at times, may exceed federally insured limits. We manage the credit risk of our positions through utilizing multiple financial institutions and monitoring the credit quality of those financial institutions that hold our cash and cash equivalents. The Company has not experienced any losses in such accounts and believes that it is not exposed to any significant credit risk on cash. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $304,554 and $510,893 of operating cash and no cash equivalents as of September 30, 2023 and December 31, 2022, respectively. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $510,893 and $54,057 of operating cash and no cash equivalents as of December 31, 2022 and 2021, respectively. |
Offering Costs | Offering Costs The Company complies with the requirements of the Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs are charged to stockholders’ equity or the statement of operations based on the relative value of the Public Warrants (as defined below) and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the Initial Public Offering. Accordingly, on January 24, 2022, offering costs totaled $15,147,955 (consisting of $4,830,000 of underwriting fees, $9,660,000 of deferred underwriting fees and $657,955 of actual offering costs, with $500,307 included in accumulated deficit as an allocation for the Public Warrants and the Private Placement Warrants, and $14,647,648 included in additional paid-in capital). | Offering Costs The Company complies with the requirements of the Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs are charged to stockholders’ equity or the statement of operations based on the relative value of the Public Warrants (as defined below) and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the Initial Public Offering. Accordingly, on January 24, 2022, offering costs totaled $15,147,955 (consisting of $4,830,000 of underwriting fees, $9,660,000 of deferred underwriting fees and $657,955 of actual offering costs, with $500,307 included in accumulated deficit as an allocation for the Public Warrants and the Private Placement Warrants, and $14,647,648 included in additional paid-in capital). | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed federally insured limits. Exposure to cash and cash equivalents credit risk is reduced by placing such deposits with major financial institutions and monitoring their credit ratings. At September 30, 2023, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed federally insured limits. Exposure to cash and cash equivalents credit risk is reduced by placing such deposits with major financial institutions and monitoring their credit ratings. At December 31, 2022, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. | |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. | |
Warrant Liability | Warrant Liability The Company expects to account for warrants for the Company’s common stock that are not indexed to its own shares as liabilities at fair value on the balance sheet once issued. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital. | Warrant Liability The Company expects to account for warrants for the Company’s common stock that are not indexed to its own shares as liabilities at fair value on the balance sheet once issued. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital. | |
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 warrant liability is determined using Level 3 inputs and the intrinsic value valuation method, as described in ASC 820. See Note 14. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. | |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) will be classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock includes certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. On April 21, 2023, the Company’s stockholders redeemed 20,151,313 Class A shares for a total of $210,031,815, resulting in 3,998,687 Class A shares outstanding subsequent to the redemptions. As of September 30, 2023 and December 31, 2022, there were 3,998,687 and 24,150,000 shares of Class A common stock subject to possible redemption issued or outstanding, respectively. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. On January 24, 2022, the Company recorded an accretion amount of $26,976,223, $4,528,638 of which was recorded in additional paid-in capital and $22,447,585 was recorded in accumulated deficit. The Company has subsequently recorded additional remeasurements of $6,125,425 and a reduction of $210,031,815 related to Class A stockholder redemptions to remeasure the value of Class A common stock subject to possible to redemption to its redemption value of $42,423,610 as of September 30, 2023. Class A common stock subject to possible redemption is reflected on the condensed consolidated balance sheet at September 30, 2023 and December 31, 2022, as follows: Gross proceeds from initial public offering $ 241,500,000 Less: Fair value allocated to public warrants (7,498,575) Offering costs allocated to Class A common stock subject to possible redemption (14,647,648) Plus: Remeasurement on Class A common stock subject to possible redemption 30,973,080 Class A common stock subject to possible redemption, December 31, 2022 250,326,857 Remeasurement on Class A common stock subject to possible redemption 813,105 Class A common stock subject to possible redemption, March 31, 2023 251,139,962 Redemption of Class A common stock (210,031,815) Remeasurement on Class A common stock subject to possible redemption 1,082,415 Class A common stock subject to possible redemption, June 30, 2023 42,190,562 Remeasurement on Class A common stock subject to possible redemption 233,048 Class A common stock subject to possible redemption, September 30, 2023 $ 42,423,610 | Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) will be classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock includes certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. As of December 31, 2022 and 2021, there were 24,150,000 and zero shares of Class A common stock subject to possible redemption issued or outstanding, respectively. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. On January 24, 2022, the Company recorded an accretion amount of $26,976,223, $4,528,638 of which was recorded in additional paid-in capital and $22,447,585 was recorded in accumulated deficit. The Company has subsequently recorded additional remeasurements of $3,996,857 to remeasure the value of Class A common stock subject to possible to redemption to its redemption value of $250,326,857. Class A common stock subject to possible redemption is reflected on the balance sheet at December 31, 2022 as follows: Gross proceeds from initial public offering $ 241,500,000 Less: Fair value allocated to public warrants (7,498,575) Offering costs allocated to Class A common stock subject to possible redemption (14,647,648) Plus: Re-measurement on Class A common stock subject to possible redemption 30,973,080 Class A common stock subject to possible redemption, December 31, 2022 $ 250,326,857 | |
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. | Income Taxes The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under the asset and liability method, as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liability is settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the operation of statement in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. There were no unrecognized tax benefits as of September 30, 2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Internal Revenue Service charged the Company a $30,821 penalty for failure to pay proper estimated 2022 taxes. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next 12 months. | Income Taxes The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under the asset and liability method, as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liability is settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the operation of statement in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. There were no unrecognized tax benefits as of December 31, 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income (Loss) Per Share of Common Stock | Net Income (Loss) Per Share of Common Stock Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Shares of common stock subject to possible redemption at September 30, 2023, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income (loss) per common stock since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not included the Public Warrants and the Private Placement Warrants in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events, and the inclusion of such warrants would be anti-dilutive. As a result, diluted net income (loss) per share of common stock is the same as basic net income (loss) per share of common stock for the periods presented. The Company’s statement of operations includes a presentation of net income (loss) per share of common stock subject to possible redemption and allocates the net income (loss) into the two classes of shares in calculating net income (loss) per common stock, basic and diluted. For redeemable Class A common stock, net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average number of shares of Class A common stock subject to possible redemption outstanding since original issuance. For non-redeemable Class A and Class B common stock, net income (loss) per share is calculated by dividing the net income (loss) by the weighted average number of shares of non-redeemable Class A and Class B common stock outstanding for the period. Non-redeemable Class A common stock includes 2,000,000 of Class B common stock that the Company converted on a one-for one basis into Class A common stock on April 21, 2023 (see Note 6), as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. Non-redeemable Class B common stock includes the Founder Shares, as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. As of September 30, 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. The following table reflects the calculation of basic and diluted net loss per share of common stock (in dollars, except per share amounts): For the Three Months Ended 2023 2022 Class A common stock subject to possible redemption Numerator: (Loss) income attributable to Class A common stock subject to possible redemption Net (loss) income $ (38,672) $ 1,754,851 Denominator: Weighted average Class A common stock subject to possible redemption (38,672) 1,754,851 Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 3,998,687 24,150,000 Basic and diluted net (loss) income per share, Class A common stock subject to possible redemption $ (0.01) $ 0.07 Non-Redeemable Class A and Class B common stock Numerator: Net (loss) income Net (loss) income $ (70,066) $ 526,455 Denominator: Weighted average non-redeemable Class A and Class B common stock (70,066) 526,455 Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B common stock 7,245,000 7,245,000 Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock $ (0.01) $ 0.07 For the Nine Months Ended 2023 2022 Class A common stock subject to possible redemption Numerator: Income attributable to Class A common stock subject to possible redemption Net (loss) income $ (3,369,552) $ 9,923,259 Denominator: Weighted average Class A common stock subject to possible redemption (3,369,552) 9,923,259 Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 12,192,078 22,115,385 Basic and diluted net (loss) income per share, Class A common stock subject to possible redemption $ (0.28) $ 0.45 Non-Redeemable Class A and Class B common stock Numerator: Net (loss) income Net (loss) income $ (2,002,317) $ 3,250,859 Denominator: Weighted average non-redeemable Class A and Class B common stock (2,002,317) 3,250,859 Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B common stock 7,245,000 7,245,000 Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock $ (0.28) $ 0.45 | Net Income (Loss) Per Share of Common Stock Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Shares of common stock subject to possible redemption at December 31, 2022, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income (loss) per common stock since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not included the Public Warrants and the Private Placement Warrants in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted net income (loss) per share of common stock is the same as basic net income (loss) per share of common stock for the periods presented. The Company’s statement of operations includes a presentation of net income (loss) per share of common stock subject to possible redemption and allocates the net income (loss) into the two classes of shares in calculating net income (loss) per common stock, basic and diluted. For redeemable Class A common stock, net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average number of shares of Class A common stock subject to possible redemption outstanding since original issuance. For non-redeemable Class B common stock, net income (loss) per share is calculated by dividing the net income (loss) by the weighted average number of shares of non-redeemable Class B common stock outstanding for the period. Non-redeemable Class B common stock includes the Founder Shares, as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. As of December 31, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. The following table reflects the calculation of basic and diluted net loss per share of common stock (in dollars, except per share amounts): Twelve Months 2022 2021 Class A common stock subject to possible redemption Numerator: Income attributable to Class A common stock subject to possible redemption Net income $ 11,937,823 $ — Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 22,604,795 — Basic and diluted net income per share, Class A common stock subject to possible redemption $ 0.53 $ — Non-Redeemable Class B common stock Numerator: Income attributable to non-redeemable Class B common stock Net income (loss) $ 3,826,158 $ (22,252) Denominator: Weighted average non-redeemable Class B common stock Basic and diluted weighted average shares outstanding, non-redeemable Class B common stock 7,245,000 6,300,000 Basic and diluted net income (loss) per share, non-redeemable Class B common stock $ 0.53 $ 0.00 | |
Recently adopted and issued accounting standards | We reviewed the accounting pronouncements that became effective for the second quarter of fiscal year 2024 and determined that either they were not applicable, or they did not have a material impact on the condensed consolidated financial statements. We also reviewed the recently issued accounting pronouncements to be adopted in future periods and determined that they are not expected to have a material impact on the consolidated financial statements. In December 2019, the FASB issued new guidance to simplify the accounting for income taxes. Amendments include removal of certain exceptions to the general principles of ASC 740 and simplification in several other areas such as accounting for a franchise tax or similar tax that is partially based on income. The Company adopted ASU 2019-12 during fiscal year 2023. The application of this ASU did not have a material impact on the Company’s consolidated financial statements. In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2016-13, Measurement of Credit Losses on Financial Instruments. In November 2018, the FASB issued update ASU 2018-19 that clarifies the scope of the standard in the amendments in ASU 2016-13. This guidance introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. Financial instruments impacted include accounts receivable, trade receivables, other financial assets measured at amortized cost and other off-balance sheet credit exposures. The Company adopted ASU 2016-13 during the first quarter of fiscal year 2023, and its adoption did not have a material impact on the Company’s consolidated financial statements. | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board issued ASU No. 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. We are currently assessing the impact, if any, that ASU 2020-06 would have on our financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements. | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board issued ASU No. 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. We are currently assessing the impact, if any, that ASU 2020-06 would have on our financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Oct. 15, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | |||
Basis of Presentation | 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”). Accordingly, they do not include all the information and notes required by GAAP for complete financial statements. In the opinion of management, these financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position, results of operations and cash flows for the periods indicated. Certain information and footnote disclosures normally included in annual financial statements presented in accordance with US GAAP have been omitted pursuant to rules and regulations of the Securities and Exchange Commission (“SEC”). Due to the seasonality of our business, results for any interim financial period are not necessarily indicative of the results that may be achieved for a full fiscal year. In addition, quarterly results of operations may be impacted by the timing and amount of sales and costs associated with opening new locations. These interim unaudited condensed consolidated financial statements do not represent complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended April 30, 2023 included in our Annual Report. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Pinstripes at Prairiefire, Inc., Pinstripes Illinois, LLC, and Pinstripes, Hillsdale, LLC, and have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). All intercompany accounts and transactions have been eliminated in consolidation. | Basis of Presentation The accompanying unaudited condensed consolidated financial statement is prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering, as filed with the SEC on January 24, 2022, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on March 10, 2022 and the Company’s Annual Report filed on Form 10-K as filed with the SEC on March 31, 2023. The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any future periods. The Company’s condensed financial statements are presented on a consolidated basis with Merger Sub, as it is a wholly owned subsidiary. Merger Sub does not have activity as of September 30, 2023. | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”). |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | |
Use of Estimates | The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Actual results could differ from those 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. | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | We consider 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. The Company maintains its cash in bank accounts, which, at times, may exceed federally insured limits. We manage the credit risk of our positions through utilizing multiple financial institutions and monitoring the credit quality of those financial institutions that hold our cash and cash equivalents. The Company has not experienced any losses in such accounts and believes that it is not exposed to any significant credit risk on cash. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $304,554 and $510,893 of operating cash and no cash equivalents as of September 30, 2023 and December 31, 2022, respectively. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $510,893 and $54,057 of operating cash and no cash equivalents as of December 31, 2022 and 2021, respectively. |
Offering Costs | Offering Costs The Company complies with the requirements of the Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs are charged to stockholders’ equity or the statement of operations based on the relative value of the Public Warrants (as defined below) and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the Initial Public Offering. Accordingly, on January 24, 2022, offering costs totaled $15,147,955 (consisting of $4,830,000 of underwriting fees, $9,660,000 of deferred underwriting fees and $657,955 of actual offering costs, with $500,307 included in accumulated deficit as an allocation for the Public Warrants and the Private Placement Warrants, and $14,647,648 included in additional paid-in capital). | Offering Costs The Company complies with the requirements of the Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs are charged to stockholders’ equity or the statement of operations based on the relative value of the Public Warrants (as defined below) and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the Initial Public Offering. Accordingly, on January 24, 2022, offering costs totaled $15,147,955 (consisting of $4,830,000 of underwriting fees, $9,660,000 of deferred underwriting fees and $657,955 of actual offering costs, with $500,307 included in accumulated deficit as an allocation for the Public Warrants and the Private Placement Warrants, and $14,647,648 included in additional paid-in capital). | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed federally insured limits. Exposure to cash and cash equivalents credit risk is reduced by placing such deposits with major financial institutions and monitoring their credit ratings. At September 30, 2023, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed federally insured limits. Exposure to cash and cash equivalents credit risk is reduced by placing such deposits with major financial institutions and monitoring their credit ratings. At December 31, 2022, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. | |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. | |
Warrant Liability | Warrant Liability The Company expects to account for warrants for the Company’s common stock that are not indexed to its own shares as liabilities at fair value on the balance sheet once issued. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital. | Warrant Liability The Company expects to account for warrants for the Company’s common stock that are not indexed to its own shares as liabilities at fair value on the balance sheet once issued. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital. | |
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 warrant liability is determined using Level 3 inputs and the intrinsic value valuation method, as described in ASC 820. See Note 14. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. | |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) will be classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock includes certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. On April 21, 2023, the Company’s stockholders redeemed 20,151,313 Class A shares for a total of $210,031,815, resulting in 3,998,687 Class A shares outstanding subsequent to the redemptions. As of September 30, 2023 and December 31, 2022, there were 3,998,687 and 24,150,000 shares of Class A common stock subject to possible redemption issued or outstanding, respectively. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. On January 24, 2022, the Company recorded an accretion amount of $26,976,223, $4,528,638 of which was recorded in additional paid-in capital and $22,447,585 was recorded in accumulated deficit. The Company has subsequently recorded additional remeasurements of $6,125,425 and a reduction of $210,031,815 related to Class A stockholder redemptions to remeasure the value of Class A common stock subject to possible to redemption to its redemption value of $42,423,610 as of September 30, 2023. Class A common stock subject to possible redemption is reflected on the condensed consolidated balance sheet at September 30, 2023 and December 31, 2022, as follows: Gross proceeds from initial public offering $ 241,500,000 Less: Fair value allocated to public warrants (7,498,575) Offering costs allocated to Class A common stock subject to possible redemption (14,647,648) Plus: Remeasurement on Class A common stock subject to possible redemption 30,973,080 Class A common stock subject to possible redemption, December 31, 2022 250,326,857 Remeasurement on Class A common stock subject to possible redemption 813,105 Class A common stock subject to possible redemption, March 31, 2023 251,139,962 Redemption of Class A common stock (210,031,815) Remeasurement on Class A common stock subject to possible redemption 1,082,415 Class A common stock subject to possible redemption, June 30, 2023 42,190,562 Remeasurement on Class A common stock subject to possible redemption 233,048 Class A common stock subject to possible redemption, September 30, 2023 $ 42,423,610 | Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) will be classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock includes certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. As of December 31, 2022 and 2021, there were 24,150,000 and zero shares of Class A common stock subject to possible redemption issued or outstanding, respectively. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. On January 24, 2022, the Company recorded an accretion amount of $26,976,223, $4,528,638 of which was recorded in additional paid-in capital and $22,447,585 was recorded in accumulated deficit. The Company has subsequently recorded additional remeasurements of $3,996,857 to remeasure the value of Class A common stock subject to possible to redemption to its redemption value of $250,326,857. Class A common stock subject to possible redemption is reflected on the balance sheet at December 31, 2022 as follows: Gross proceeds from initial public offering $ 241,500,000 Less: Fair value allocated to public warrants (7,498,575) Offering costs allocated to Class A common stock subject to possible redemption (14,647,648) Plus: Re-measurement on Class A common stock subject to possible redemption 30,973,080 Class A common stock subject to possible redemption, December 31, 2022 $ 250,326,857 | |
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. | Income Taxes The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under the asset and liability method, as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liability is settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the operation of statement in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. There were no unrecognized tax benefits as of September 30, 2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Internal Revenue Service charged the Company a $30,821 penalty for failure to pay proper estimated 2022 taxes. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next 12 months. | Income Taxes The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under the asset and liability method, as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liability is settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the operation of statement in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. There were no unrecognized tax benefits as of December 31, 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income (Loss) Per Share of Common Stock | Net Income (Loss) Per Share of Common Stock Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Shares of common stock subject to possible redemption at September 30, 2023, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income (loss) per common stock since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not included the Public Warrants and the Private Placement Warrants in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events, and the inclusion of such warrants would be anti-dilutive. As a result, diluted net income (loss) per share of common stock is the same as basic net income (loss) per share of common stock for the periods presented. The Company’s statement of operations includes a presentation of net income (loss) per share of common stock subject to possible redemption and allocates the net income (loss) into the two classes of shares in calculating net income (loss) per common stock, basic and diluted. For redeemable Class A common stock, net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average number of shares of Class A common stock subject to possible redemption outstanding since original issuance. For non-redeemable Class A and Class B common stock, net income (loss) per share is calculated by dividing the net income (loss) by the weighted average number of shares of non-redeemable Class A and Class B common stock outstanding for the period. Non-redeemable Class A common stock includes 2,000,000 of Class B common stock that the Company converted on a one-for one basis into Class A common stock on April 21, 2023 (see Note 6), as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. Non-redeemable Class B common stock includes the Founder Shares, as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. As of September 30, 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. The following table reflects the calculation of basic and diluted net loss per share of common stock (in dollars, except per share amounts): For the Three Months Ended 2023 2022 Class A common stock subject to possible redemption Numerator: (Loss) income attributable to Class A common stock subject to possible redemption Net (loss) income $ (38,672) $ 1,754,851 Denominator: Weighted average Class A common stock subject to possible redemption (38,672) 1,754,851 Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 3,998,687 24,150,000 Basic and diluted net (loss) income per share, Class A common stock subject to possible redemption $ (0.01) $ 0.07 Non-Redeemable Class A and Class B common stock Numerator: Net (loss) income Net (loss) income $ (70,066) $ 526,455 Denominator: Weighted average non-redeemable Class A and Class B common stock (70,066) 526,455 Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B common stock 7,245,000 7,245,000 Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock $ (0.01) $ 0.07 For the Nine Months Ended 2023 2022 Class A common stock subject to possible redemption Numerator: Income attributable to Class A common stock subject to possible redemption Net (loss) income $ (3,369,552) $ 9,923,259 Denominator: Weighted average Class A common stock subject to possible redemption (3,369,552) 9,923,259 Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 12,192,078 22,115,385 Basic and diluted net (loss) income per share, Class A common stock subject to possible redemption $ (0.28) $ 0.45 Non-Redeemable Class A and Class B common stock Numerator: Net (loss) income Net (loss) income $ (2,002,317) $ 3,250,859 Denominator: Weighted average non-redeemable Class A and Class B common stock (2,002,317) 3,250,859 Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B common stock 7,245,000 7,245,000 Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock $ (0.28) $ 0.45 | Net Income (Loss) Per Share of Common Stock Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Shares of common stock subject to possible redemption at December 31, 2022, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income (loss) per common stock since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not included the Public Warrants and the Private Placement Warrants in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted net income (loss) per share of common stock is the same as basic net income (loss) per share of common stock for the periods presented. The Company’s statement of operations includes a presentation of net income (loss) per share of common stock subject to possible redemption and allocates the net income (loss) into the two classes of shares in calculating net income (loss) per common stock, basic and diluted. For redeemable Class A common stock, net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average number of shares of Class A common stock subject to possible redemption outstanding since original issuance. For non-redeemable Class B common stock, net income (loss) per share is calculated by dividing the net income (loss) by the weighted average number of shares of non-redeemable Class B common stock outstanding for the period. Non-redeemable Class B common stock includes the Founder Shares, as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. As of December 31, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. The following table reflects the calculation of basic and diluted net loss per share of common stock (in dollars, except per share amounts): Twelve Months 2022 2021 Class A common stock subject to possible redemption Numerator: Income attributable to Class A common stock subject to possible redemption Net income $ 11,937,823 $ — Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 22,604,795 — Basic and diluted net income per share, Class A common stock subject to possible redemption $ 0.53 $ — Non-Redeemable Class B common stock Numerator: Income attributable to non-redeemable Class B common stock Net income (loss) $ 3,826,158 $ (22,252) Denominator: Weighted average non-redeemable Class B common stock Basic and diluted weighted average shares outstanding, non-redeemable Class B common stock 7,245,000 6,300,000 Basic and diluted net income (loss) per share, non-redeemable Class B common stock $ 0.53 $ 0.00 | |
Recently adopted and issued accounting standards | We reviewed the accounting pronouncements that became effective for the second quarter of fiscal year 2024 and determined that either they were not applicable, or they did not have a material impact on the condensed consolidated financial statements. We also reviewed the recently issued accounting pronouncements to be adopted in future periods and determined that they are not expected to have a material impact on the consolidated financial statements. In December 2019, the FASB issued new guidance to simplify the accounting for income taxes. Amendments include removal of certain exceptions to the general principles of ASC 740 and simplification in several other areas such as accounting for a franchise tax or similar tax that is partially based on income. The Company adopted ASU 2019-12 during fiscal year 2023. The application of this ASU did not have a material impact on the Company’s consolidated financial statements. In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2016-13, Measurement of Credit Losses on Financial Instruments. In November 2018, the FASB issued update ASU 2018-19 that clarifies the scope of the standard in the amendments in ASU 2016-13. This guidance introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. Financial instruments impacted include accounts receivable, trade receivables, other financial assets measured at amortized cost and other off-balance sheet credit exposures. The Company adopted ASU 2016-13 during the first quarter of fiscal year 2023, and its adoption did not have a material impact on the Company’s consolidated financial statements. | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board issued ASU No. 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. We are currently assessing the impact, if any, that ASU 2020-06 would have on our financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements. | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board issued ASU No. 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. We are currently assessing the impact, if any, that ASU 2020-06 would have on our financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements. |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation (Policies) | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Oct. 15, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | |||
Principles of Consolidation | The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Pinstripes at Prairiefire, Inc., Pinstripes Illinois, LLC, and Pinstripes, Hillsdale, LLC. All intercompany accounts and transactions have been eliminated in consolidation. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Pinstripes at Prairiefire, Inc., Pinstripes Illinois, LLC, and Pinstripes, Hillsdale, LLC, and have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). 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. 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. The Company’s fiscal year consists of 52/53-weeks ending on the last Sunday in April. The fiscal years ended April 30, 2023 contained 53 weeks and April 24, 2022 and April 25, 2021 contained 52 weeks. | ||
Basis of Presentation | 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”). Accordingly, they do not include all the information and notes required by GAAP for complete financial statements. In the opinion of management, these financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position, results of operations and cash flows for the periods indicated. Certain information and footnote disclosures normally included in annual financial statements presented in accordance with US GAAP have been omitted pursuant to rules and regulations of the Securities and Exchange Commission (“SEC”). Due to the seasonality of our business, results for any interim financial period are not necessarily indicative of the results that may be achieved for a full fiscal year. In addition, quarterly results of operations may be impacted by the timing and amount of sales and costs associated with opening new locations. These interim unaudited condensed consolidated financial statements do not represent complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended April 30, 2023 included in our Annual Report. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Pinstripes at Prairiefire, Inc., Pinstripes Illinois, LLC, and Pinstripes, Hillsdale, LLC, and have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). All intercompany accounts and transactions have been eliminated in consolidation. | Basis of Presentation The accompanying unaudited condensed consolidated financial statement is prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering, as filed with the SEC on January 24, 2022, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on March 10, 2022 and the Company’s Annual Report filed on Form 10-K as filed with the SEC on March 31, 2023. The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any future periods. The Company’s condensed financial statements are presented on a consolidated basis with Merger Sub, as it is a wholly owned subsidiary. Merger Sub does not have activity as of September 30, 2023. | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”). |
Use of Estimates | The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Actual results could differ from those 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. | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and cash equivalents | We consider 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. The Company maintains its cash in bank accounts, which, at times, may exceed federally insured limits. We manage the credit risk of our positions through utilizing multiple financial institutions and monitoring the credit quality of those financial institutions that hold our cash and cash equivalents. The Company has not experienced any losses in such accounts and believes that it is not exposed to any significant credit risk on cash. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $304,554 and $510,893 of operating cash and no cash equivalents as of September 30, 2023 and December 31, 2022, respectively. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $510,893 and $54,057 of operating cash and no cash equivalents as of December 31, 2022 and 2021, respectively. |
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 condensed consolidated balance sheets in the amounts of $6,679 as of October 15, 2023 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 our gift cards is included in amounts due to customers in the condensed consolidated balance sheets in the amounts of $1,479 as of October 15, 2023 and $1,896 as of April 30, 2023. The components of gift card revenue were as follows: Twelve Weeks Ended Twenty-Four Weeks Ended October 15, 2023 October 9, 2022 October 15, 2023 October 9, 2022 Redemptions, net of discounts $ 369 $ 293 $ 883 $ 666 Breakage $ 103 $ 70 $ 245 $ 462 Gift card revenue, net $ 472 $ 363 $ 1,128 $ 1,128 Revenues are reported net of sales tax collected from customers. Sales tax collected is included in other accrued liabilities on the condensed consolidated balance sheets until the taxes are remitted to the appropriate taxing authorities. Food and beverage revenues and recreation revenues is 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 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. Event deposits received from customers in advance are included in amounts due to customers in the Consolidated Balance Sheets in the amounts of $5,453 at April 30, 2023, and $5,366 at April 24, 2022. 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. | ||
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 locationPre-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. | ||
Business combination | On June 22, 2023, the Company executed a Business Combination Agreement (BCA) with Banyan Acquisition Corporation. Pursuant to the agreement, it is anticipated that the Company will merge with Banyan Acquisition Corporation. The Company anticipates the Business Combination will close in the third quarter of fiscal year 2024. On September 26, 2023, the Company and Banyan Acquisition Corporation entered into the Amended and Restated Business Combination Agreement (“Amended BCA”), which amends and restates the previously announced Business Combination Agreement, dated as of June 22, 2023. Pursuant to the Amended BCA, the Company provided certain holders of common stock of Pinstripes prior to the closing of the Business Combination with an aggregate of 5 million shares of common stock of the post-closing combined company that are subject to vesting conditions. The Company incurred $4,126 of costs relating to the transaction which are recorded in other long-term assets, in the unaudited condensed consolidated balance sheet as of October 15, 2023. Of the total transaction costs incurred as of October 15, 2023, $1,540 have been paid and reflected as a cash outflow from financing activities. | ||
Recently adopted and issued accounting standards | We reviewed the accounting pronouncements that became effective for the second quarter of fiscal year 2024 and determined that either they were not applicable, or they did not have a material impact on the condensed consolidated financial statements. We also reviewed the recently issued accounting pronouncements to be adopted in future periods and determined that they are not expected to have a material impact on the consolidated financial statements. In December 2019, the FASB issued new guidance to simplify the accounting for income taxes. Amendments include removal of certain exceptions to the general principles of ASC 740 and simplification in several other areas such as accounting for a franchise tax or similar tax that is partially based on income. The Company adopted ASU 2019-12 during fiscal year 2023. The application of this ASU did not have a material impact on the Company’s consolidated financial statements. In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2016-13, Measurement of Credit Losses on Financial Instruments. In November 2018, the FASB issued update ASU 2018-19 that clarifies the scope of the standard in the amendments in ASU 2016-13. This guidance introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. Financial instruments impacted include accounts receivable, trade receivables, other financial assets measured at amortized cost and other off-balance sheet credit exposures. The Company adopted ASU 2016-13 during the first quarter of fiscal year 2023, and its adoption did not have a material impact on the Company’s consolidated financial statements. | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board issued ASU No. 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. We are currently assessing the impact, if any, that ASU 2020-06 would have on our financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements. | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board issued ASU No. 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. We are currently assessing the impact, if any, that ASU 2020-06 would have on our financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies - 10K (Policies) | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Oct. 15, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | |||
Basis of Presentation | 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”). Accordingly, they do not include all the information and notes required by GAAP for complete financial statements. In the opinion of management, these financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position, results of operations and cash flows for the periods indicated. Certain information and footnote disclosures normally included in annual financial statements presented in accordance with US GAAP have been omitted pursuant to rules and regulations of the Securities and Exchange Commission (“SEC”). Due to the seasonality of our business, results for any interim financial period are not necessarily indicative of the results that may be achieved for a full fiscal year. In addition, quarterly results of operations may be impacted by the timing and amount of sales and costs associated with opening new locations. These interim unaudited condensed consolidated financial statements do not represent complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended April 30, 2023 included in our Annual Report. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Pinstripes at Prairiefire, Inc., Pinstripes Illinois, LLC, and Pinstripes, Hillsdale, LLC, and have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). All intercompany accounts and transactions have been eliminated in consolidation. | Basis of Presentation The accompanying unaudited condensed consolidated financial statement is prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering, as filed with the SEC on January 24, 2022, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on March 10, 2022 and the Company’s Annual Report filed on Form 10-K as filed with the SEC on March 31, 2023. The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any future periods. The Company’s condensed financial statements are presented on a consolidated basis with Merger Sub, as it is a wholly owned subsidiary. Merger Sub does not have activity as of September 30, 2023. | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”). |
Principles of Consolidation | The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Pinstripes at Prairiefire, Inc., Pinstripes Illinois, LLC, and Pinstripes, Hillsdale, LLC. All intercompany accounts and transactions have been eliminated in consolidation. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Pinstripes at Prairiefire, Inc., Pinstripes Illinois, LLC, and Pinstripes, Hillsdale, LLC, and have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). 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. 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. The Company’s fiscal year consists of 52/53-weeks ending on the last Sunday in April. The fiscal years ended April 30, 2023 contained 53 weeks and April 24, 2022 and April 25, 2021 contained 52 weeks. | ||
Use of Estimates | The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Actual results could differ from those 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. | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and cash equivalents | We consider 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. The Company maintains its cash in bank accounts, which, at times, may exceed federally insured limits. We manage the credit risk of our positions through utilizing multiple financial institutions and monitoring the credit quality of those financial institutions that hold our cash and cash equivalents. The Company has not experienced any losses in such accounts and believes that it is not exposed to any significant credit risk on cash. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $304,554 and $510,893 of operating cash and no cash equivalents as of September 30, 2023 and December 31, 2022, respectively. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $510,893 and $54,057 of operating cash and no cash equivalents as of December 31, 2022 and 2021, respectively. |
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. The amounts of bad debt losses have been de minis historically. | ||
Prepaid Expenses | Prepaid expenses and deposits consist primarily of prepaid insurance premiums. | ||
Inventories | Inventories consist of food and beverages and are stated at the lower of weighted average cost or net realizable value. | ||
Employee Retention Credits | On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law in the United States. During the fiscal year ended April 24, 2022 and April 25, 2021, the Company qualified for various relief measures resulting from the CARES Act, including the Employee Retention Credits (“ERC”), which allowed for employee retention credits on qualified wages, and for qualified payroll tax withholdings credits. For the fiscal year ended April 30, 2023, April 24, 2022 and April 25, 2021, the Company recognized $0, $7,852, and $4,019, respectively, of ERC amounts received for qualified wages and qualified payroll tax credits, which are recorded as a reduction of the associated costs within store labor and benefits on the Consolidated Statements of Operations. | ||
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 balance sheets as a direct deduction from the carrying amount of that debt liability, consistent with discounts. | ||
Property and Equipment, net | 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 Furniture, fixtures, and equipment 3-10 Leasehold improvements 10-20 Building and building improvements 15-30 Repairs and maintenance are charged to expense when 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 annually or 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. | ||
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 condensed consolidated balance sheets in the amounts of $6,679 as of October 15, 2023 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 our gift cards is included in amounts due to customers in the condensed consolidated balance sheets in the amounts of $1,479 as of October 15, 2023 and $1,896 as of April 30, 2023. The components of gift card revenue were as follows: Twelve Weeks Ended Twenty-Four Weeks Ended October 15, 2023 October 9, 2022 October 15, 2023 October 9, 2022 Redemptions, net of discounts $ 369 $ 293 $ 883 $ 666 Breakage $ 103 $ 70 $ 245 $ 462 Gift card revenue, net $ 472 $ 363 $ 1,128 $ 1,128 Revenues are reported net of sales tax collected from customers. Sales tax collected is included in other accrued liabilities on the condensed consolidated balance sheets until the taxes are remitted to the appropriate taxing authorities. Food and beverage revenues and recreation revenues is 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 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. Event deposits received from customers in advance are included in amounts due to customers in the Consolidated Balance Sheets in the amounts of $5,453 at April 30, 2023, and $5,366 at April 24, 2022. 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. | ||
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 locationPre-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. | ||
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 pre-opening expenses in the Consolidated Statements of Operations. | ||
Leases | Leases are recognized in accordance with ASC 842. The Company leases various assets, including real estate, retail buildings, restaurant equipment and office equipment. | ||
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, includes 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-based awards with service and market conditions is derived by considering both the awards’ vesting period of 5 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 award is estimated on the date of grant based on the Black-Scholes option pricing model or the 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. | ||
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 warrant liability is determined using Level 3 inputs and the intrinsic value valuation method, as described in ASC 820. See Note 14. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. |
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. | Income Taxes The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under the asset and liability method, as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liability is settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the operation of statement in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. There were no unrecognized tax benefits as of September 30, 2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Internal Revenue Service charged the Company a $30,821 penalty for failure to pay proper estimated 2022 taxes. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next 12 months. | Income Taxes The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under the asset and liability method, as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liability is settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the operation of statement in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. There were no unrecognized tax benefits as of December 31, 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Classification of Instruments as Liabilities or Equity | Pinstripes, Inc. 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. | ||
Initial Measurement | The Company records temporary equity or permanent equity upon issuance at the fair value, or cash received. | ||
Recently adopted accounting guidance | We reviewed the accounting pronouncements that became effective for the second quarter of fiscal year 2024 and determined that either they were not applicable, or they did not have a material impact on the condensed consolidated financial statements. We also reviewed the recently issued accounting pronouncements to be adopted in future periods and determined that they are not expected to have a material impact on the consolidated financial statements. In December 2019, the FASB issued new guidance to simplify the accounting for income taxes. Amendments include removal of certain exceptions to the general principles of ASC 740 and simplification in several other areas such as accounting for a franchise tax or similar tax that is partially based on income. The Company adopted ASU 2019-12 during fiscal year 2023. The application of this ASU did not have a material impact on the Company’s consolidated financial statements. In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2016-13, Measurement of Credit Losses on Financial Instruments. In November 2018, the FASB issued update ASU 2018-19 that clarifies the scope of the standard in the amendments in ASU 2016-13. This guidance introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. Financial instruments impacted include accounts receivable, trade receivables, other financial assets measured at amortized cost and other off-balance sheet credit exposures. The Company adopted ASU 2016-13 during the first quarter of fiscal year 2023, and its adoption did not have a material impact on the Company’s consolidated financial statements. | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board issued ASU No. 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. We are currently assessing the impact, if any, that ASU 2020-06 would have on our financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements. | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board issued ASU No. 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. We are currently assessing the impact, if any, that ASU 2020-06 would have on our financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements. |
UNAUDITED SUMMARY OF SIGNIFIC_3
UNAUDITED SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Oct. 15, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | |||
Schedule of Class A common stock subject to possible redemption | As of October 15, 2023, Preferred Stock consisted of the following: Preferred Stock Authorized Preferred Stock Issued and Outstanding Carrying Value Liquidation Value Series A 2,301,202 2,301,200 $ 1,151 $ 2,915 Series B 471,164 464,914 930 2,303 Series C 240,000 120,000 300 707 Series D 3,229,645 2,670,373 10,340 20,404 Series E 5,000,000 367,833 2,207 3,809 Series F 4,125,000 3,411,292 27,290 41,724 Series G 500,000 355,000 3,550 5,109 Series H 3,000,000 513,333 7,700 10,692 Series I 3,000,000 850,648 21,794 27,000 Total 21,867,011 11,054,593 $ 75,262 $ 114,663 As of April 30, 2023, Preferred Stock consisted of the following: Preferred Stock Authorized Preferred Stock Issued and Outstanding Carrying Value Liquidation Value Series A 2,301,202 2,301,200 1,151 2,873 Series B 471,164 464,914 930 2,268 Series C 240,000 120,000 300 696 Series D 3,229,645 2,670,373 10,340 20,043 Series E 5,000,000 367,833 2,207 3,727 Series F 4,125,000 3,411,292 27,290 40,720 Series G 500,000 355,000 3,550 4,979 Series H 3,000,000 513,333 7,700 10,409 Total 18,867,011 10,203,945 53,468 85,715 | Class A common stock subject to possible redemption is reflected on the condensed consolidated balance sheet at September 30, 2023 and December 31, 2022, as follows: Gross proceeds from initial public offering $ 241,500,000 Less: Fair value allocated to public warrants (7,498,575) Offering costs allocated to Class A common stock subject to possible redemption (14,647,648) Plus: Remeasurement on Class A common stock subject to possible redemption 30,973,080 Class A common stock subject to possible redemption, December 31, 2022 250,326,857 Remeasurement on Class A common stock subject to possible redemption 813,105 Class A common stock subject to possible redemption, March 31, 2023 251,139,962 Redemption of Class A common stock (210,031,815) Remeasurement on Class A common stock subject to possible redemption 1,082,415 Class A common stock subject to possible redemption, June 30, 2023 42,190,562 Remeasurement on Class A common stock subject to possible redemption 233,048 Class A common stock subject to possible redemption, September 30, 2023 $ 42,423,610 | Class A common stock subject to possible redemption is reflected on the balance sheet at December 31, 2022 as follows: Gross proceeds from initial public offering $ 241,500,000 Less: Fair value allocated to public warrants (7,498,575) Offering costs allocated to Class A common stock subject to possible redemption (14,647,648) Plus: Re-measurement on Class A common stock subject to possible redemption 30,973,080 Class A common stock subject to possible redemption, December 31, 2022 $ 250,326,857 |
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) earnings per share of common stock for the twelve and twenty-four weeks ended October 15, 2023 and October 9, 2022: Twelve Weeks Ended Twenty-Four Weeks Ended October 15, 2023 October 9, 2022 October 15, 2023 October 9, 2022 Numerator: Net (loss) income (7,283) (3,390) (10,329) 1,645 Cumulative unpaid dividends on preferred stock (394) — (528) — Change in redemption amount of preferred stock — — (1,423) — Net loss on which basic and diluted earnings per share is calculated (7,677) (3,390) (12,280) 1,645 Denominator: Weighted average common shares outstanding, basic 6,535 6,168 6,550 6,168 Dilutive awards outstanding — — — 10,824 Weighted average common shares outstanding, diluted 6,535 6,168 6,550 16,992 Earnings (loss) per share: Basic $ (1.17) $ (0.55) $ (1.87) $ 0.27 Diluted (1.17) (0.55) (1.87) 0.10 April 30, 2023 April 24, 2022 April 25, 2021 Net loss on which basic and diluted earnings per share is $ calculated $ (7,525) $ (9,917) $ (29,998) Number of weighted shares on which basic and diluted earnings per share is calculated 6,210 6,108 6,079 Basic loss per share (1.21) (1.62) (4.93) Diluted loss per share (1.21) (1.62) (4.93) | The following table reflects the calculation of basic and diluted net loss per share of common stock (in dollars, except per share amounts): For the Three Months Ended 2023 2022 Class A common stock subject to possible redemption Numerator: (Loss) income attributable to Class A common stock subject to possible redemption Net (loss) income $ (38,672) $ 1,754,851 Denominator: Weighted average Class A common stock subject to possible redemption (38,672) 1,754,851 Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 3,998,687 24,150,000 Basic and diluted net (loss) income per share, Class A common stock subject to possible redemption $ (0.01) $ 0.07 Non-Redeemable Class A and Class B common stock Numerator: Net (loss) income Net (loss) income $ (70,066) $ 526,455 Denominator: Weighted average non-redeemable Class A and Class B common stock (70,066) 526,455 Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B common stock 7,245,000 7,245,000 Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock $ (0.01) $ 0.07 For the Nine Months Ended 2023 2022 Class A common stock subject to possible redemption Numerator: Income attributable to Class A common stock subject to possible redemption Net (loss) income $ (3,369,552) $ 9,923,259 Denominator: Weighted average Class A common stock subject to possible redemption (3,369,552) 9,923,259 Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 12,192,078 22,115,385 Basic and diluted net (loss) income per share, Class A common stock subject to possible redemption $ (0.28) $ 0.45 Non-Redeemable Class A and Class B common stock Numerator: Net (loss) income Net (loss) income $ (2,002,317) $ 3,250,859 Denominator: Weighted average non-redeemable Class A and Class B common stock (2,002,317) 3,250,859 Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B common stock 7,245,000 7,245,000 Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock $ (0.28) $ 0.45 | The following table reflects the calculation of basic and diluted net loss per share of common stock (in dollars, except per share amounts): Twelve Months 2022 2021 Class A common stock subject to possible redemption Numerator: Income attributable to Class A common stock subject to possible redemption Net income $ 11,937,823 $ — Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 22,604,795 — Basic and diluted net income per share, Class A common stock subject to possible redemption $ 0.53 $ — Non-Redeemable Class B common stock Numerator: Income attributable to non-redeemable Class B common stock Net income (loss) $ 3,826,158 $ (22,252) Denominator: Weighted average non-redeemable Class B common stock Basic and diluted weighted average shares outstanding, non-redeemable Class B common stock 7,245,000 6,300,000 Basic and diluted net income (loss) per share, non-redeemable Class B common stock $ 0.53 $ 0.00 |
UNAUDITED FAIR VALUE MEASUREM_2
UNAUDITED FAIR VALUE MEASUREMENTS (Tables) | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Oct. 15, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Fair value, assets and liabilities measured on recurring basis | |||
Schedule of changes in the fair value of derivative warrant liabilities | The Company adjusts the warrants to fair value at each reporting period. During the twenty-four weeks ended October 15, 2023, the change in the fair value was as follows: Warrant liability as of April 30, 2023 $ 1,925 Change in fair value 409 Warrant liability as of July 23, 2023 $ 2,334 Granted to Granite Creek 1,015 Reclassification of liability-classified warrants 1,834 Issuance of contingently issuable shares (173) Change in fair value (1,759) Warrant liability as of October 15, 2023 $ 3,251 | The following table presents the changes in the fair value of derivative warrant liabilities for the three and nine months ended September 30, 2023: Public Private Warrant Derivative warrant liabilities as of December 31, 2022 $ 301,875 $ 298,000 $ 599,875 Change in fair value 212,520 240,000 452,520 Derivative warrant liabilities as of March 31, 2023 514,395 538,000 1,052,395 Change in fair value 2,142,105 2,082,000 4,224,105 Derivative warrant liabilities as of June 30, 2023 2,656,500 2,620,000 5,276,500 Change in fair value (464,888) (458,000) (922,888) Derivative warrant liabilities as of September 30, 2023 $ 2,191,613 $ 2,162,000 $ 4,353,616 | The following table presents the changes in the fair value of derivative warrant liabilities for the twelve months ended December 31, 2022: Public Private Warrant Derivative warrant liabilities as of January 1, 2022 $ — $ — $ — Initial fair value of warrant liabilities at January 24, 2022 7,498,575 7,405,638 14,904,213 Change in fair value (7,196,700) (7,107,638) (14,304,338) Derivative warrant liabilities as of December 31, 2022 $ 301,875 $ 298,000 $ 599,875 |
Schedule of company's assets and liabilities that were accounted for at fair value on a recurring basis | The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis at September 30, 2023: (Level 1) (Level 2) (Level 3) Assets Treasury securities held in trust account $ 42,423,610 $ — $ — Liabilities Public Warrants $ 2,191,613 $ — $ — Private Placement Warrants $ — $ — $ 2,162,000 | The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis at December 31, 2022: (Level 1) (Level 2) (Level 3) Assets Cash and marketable securities held in trust account $ 250,326,857 $ — $ — Liabilities Public Warrants $ 301,875 $ — $ — Private Placement Warrants $ — $ — $ 298,000 | |
Schedule of key inputs into the calculation at the measurement on recurring and non-recurring | The key inputs into the Monte Carlo simulation model formula were as follows at September 30, 2023: Input Class B Common stock price $ 10.53 Exercise price $ 11.50 Risk-free rate of interest 4.55 % Volatility 0.001 % Term 5.17 Value of one warrant $ 0.182 Dividend yield 0.000 % The key inputs into the Monte Carlo simulation model formula were as follows at January 24, 2022: January 24, 2022 Input Public Private Common stock price $ 9.69 $ 9.69 Exercise price $ 11.50 $ 11.50 Risk-free rate of interest 1.61 % 1.61 % Volatility 10.85 % 10.86 % Term 6.00 6.00 Value of one warrant $ 0.62 $ 0.62 Dividend yield 0.00 % 0.00 % The following are the key inputs into the calculation at the measurement date: Input Private Common stock price $ 10.41 Estimated probability of the Initial Business Combination 10.00 % Volatility 40.00 % Risk-free rate 4.25 % Time to expiration 1.50 | The key inputs into the Monte Carlo simulation model formula were as follows at December 31, 2022: December 31, 2022 Input Public Private Common stock price $ — $ 10.21 Exercise price $ — $ 11.50 Risk-free rate of interest — % 3.95 % Volatility — % 0.00 % Term 0 5.25 Value of one warrant $ 0.03 $ 0.03 Dividend yield — % 0.00 % The key inputs into the Monte Carlo simulation model formula were as follows at January 24, 2022: January 24, 2022 Input Public Private Common stock price $ 9.69 $ 9.69 Exercise price $ 11.50 $ 11.50 Risk-free rate of interest 1.61 % 1.61 % Volatility 10.85 % 10.86 % Term 6.00 6.00 Value of one warrant $ 0.62 $ 0.62 Dividend yield 0.00 % 0.00 % | |
Level 3 | |||
Fair value, assets and liabilities measured on recurring basis | |||
Schedule of changes in the fair value of derivative warrant liabilities | The Company transferred the fair value of Public Warrants from a Level 3 measurement to a Level 1 measurement as a result of the Public Warrants detaching from the Units and becoming separately tradable: Public Warrants Private Placement Warrants Total Level 3 Financial Instruments Derivative warrant liabilities at December 31, 2022 $ — $ 298,000 $ 298,000 Change in fair value — 240,000 240,000 Level 3 derivative warrant liabilities at March 31, 2023 — 538,000 538,000 Change in fair value — 2,082,000 2,082,000 Level 3 derivative warrant liabilities at June 30, 2023 — 2,620,000 2,620,000 Change in fair value — (458,000) (458,000) Level 3 derivative warrant liabilities at September 30, 2023 $ — $ 2,162,000 $ 2,162,000 | The fair value of the private warrant liability is classified within Level 3 of the fair value hierarchy. The Company transferred the fair value of Public Warrants from a Level 3 measurement to a Level 1 measurement as a result of the Public Warrants detaching from the Units and becoming separately tradable: Public Private Placement Total Level 3 Derivative warrant liabilities at March 10, 2021 (inception) $ — $ — $ — Initial fair value at issuance 7,498,575 7,405,638 14,904,213 Transfer public warrant liability to Level 1 measurement (7,498,575) — (7,498,575) Change in fair value — (7,107,638) (7,107,638) Level 3 derivative warrant liabilities at December 31, 2022 $ — $ 298,000 $ 298,000 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Oct. 15, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | |||
Schedule of Class A common stock subject to possible redemption | As of October 15, 2023, Preferred Stock consisted of the following: Preferred Stock Authorized Preferred Stock Issued and Outstanding Carrying Value Liquidation Value Series A 2,301,202 2,301,200 $ 1,151 $ 2,915 Series B 471,164 464,914 930 2,303 Series C 240,000 120,000 300 707 Series D 3,229,645 2,670,373 10,340 20,404 Series E 5,000,000 367,833 2,207 3,809 Series F 4,125,000 3,411,292 27,290 41,724 Series G 500,000 355,000 3,550 5,109 Series H 3,000,000 513,333 7,700 10,692 Series I 3,000,000 850,648 21,794 27,000 Total 21,867,011 11,054,593 $ 75,262 $ 114,663 As of April 30, 2023, Preferred Stock consisted of the following: Preferred Stock Authorized Preferred Stock Issued and Outstanding Carrying Value Liquidation Value Series A 2,301,202 2,301,200 1,151 2,873 Series B 471,164 464,914 930 2,268 Series C 240,000 120,000 300 696 Series D 3,229,645 2,670,373 10,340 20,043 Series E 5,000,000 367,833 2,207 3,727 Series F 4,125,000 3,411,292 27,290 40,720 Series G 500,000 355,000 3,550 4,979 Series H 3,000,000 513,333 7,700 10,409 Total 18,867,011 10,203,945 53,468 85,715 | Class A common stock subject to possible redemption is reflected on the condensed consolidated balance sheet at September 30, 2023 and December 31, 2022, as follows: Gross proceeds from initial public offering $ 241,500,000 Less: Fair value allocated to public warrants (7,498,575) Offering costs allocated to Class A common stock subject to possible redemption (14,647,648) Plus: Remeasurement on Class A common stock subject to possible redemption 30,973,080 Class A common stock subject to possible redemption, December 31, 2022 250,326,857 Remeasurement on Class A common stock subject to possible redemption 813,105 Class A common stock subject to possible redemption, March 31, 2023 251,139,962 Redemption of Class A common stock (210,031,815) Remeasurement on Class A common stock subject to possible redemption 1,082,415 Class A common stock subject to possible redemption, June 30, 2023 42,190,562 Remeasurement on Class A common stock subject to possible redemption 233,048 Class A common stock subject to possible redemption, September 30, 2023 $ 42,423,610 | Class A common stock subject to possible redemption is reflected on the balance sheet at December 31, 2022 as follows: Gross proceeds from initial public offering $ 241,500,000 Less: Fair value allocated to public warrants (7,498,575) Offering costs allocated to Class A common stock subject to possible redemption (14,647,648) Plus: Re-measurement on Class A common stock subject to possible redemption 30,973,080 Class A common stock subject to possible redemption, December 31, 2022 $ 250,326,857 |
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) earnings per share of common stock for the twelve and twenty-four weeks ended October 15, 2023 and October 9, 2022: Twelve Weeks Ended Twenty-Four Weeks Ended October 15, 2023 October 9, 2022 October 15, 2023 October 9, 2022 Numerator: Net (loss) income (7,283) (3,390) (10,329) 1,645 Cumulative unpaid dividends on preferred stock (394) — (528) — Change in redemption amount of preferred stock — — (1,423) — Net loss on which basic and diluted earnings per share is calculated (7,677) (3,390) (12,280) 1,645 Denominator: Weighted average common shares outstanding, basic 6,535 6,168 6,550 6,168 Dilutive awards outstanding — — — 10,824 Weighted average common shares outstanding, diluted 6,535 6,168 6,550 16,992 Earnings (loss) per share: Basic $ (1.17) $ (0.55) $ (1.87) $ 0.27 Diluted (1.17) (0.55) (1.87) 0.10 April 30, 2023 April 24, 2022 April 25, 2021 Net loss on which basic and diluted earnings per share is $ calculated $ (7,525) $ (9,917) $ (29,998) Number of weighted shares on which basic and diluted earnings per share is calculated 6,210 6,108 6,079 Basic loss per share (1.21) (1.62) (4.93) Diluted loss per share (1.21) (1.62) (4.93) | The following table reflects the calculation of basic and diluted net loss per share of common stock (in dollars, except per share amounts): For the Three Months Ended 2023 2022 Class A common stock subject to possible redemption Numerator: (Loss) income attributable to Class A common stock subject to possible redemption Net (loss) income $ (38,672) $ 1,754,851 Denominator: Weighted average Class A common stock subject to possible redemption (38,672) 1,754,851 Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 3,998,687 24,150,000 Basic and diluted net (loss) income per share, Class A common stock subject to possible redemption $ (0.01) $ 0.07 Non-Redeemable Class A and Class B common stock Numerator: Net (loss) income Net (loss) income $ (70,066) $ 526,455 Denominator: Weighted average non-redeemable Class A and Class B common stock (70,066) 526,455 Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B common stock 7,245,000 7,245,000 Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock $ (0.01) $ 0.07 For the Nine Months Ended 2023 2022 Class A common stock subject to possible redemption Numerator: Income attributable to Class A common stock subject to possible redemption Net (loss) income $ (3,369,552) $ 9,923,259 Denominator: Weighted average Class A common stock subject to possible redemption (3,369,552) 9,923,259 Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 12,192,078 22,115,385 Basic and diluted net (loss) income per share, Class A common stock subject to possible redemption $ (0.28) $ 0.45 Non-Redeemable Class A and Class B common stock Numerator: Net (loss) income Net (loss) income $ (2,002,317) $ 3,250,859 Denominator: Weighted average non-redeemable Class A and Class B common stock (2,002,317) 3,250,859 Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B common stock 7,245,000 7,245,000 Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock $ (0.28) $ 0.45 | The following table reflects the calculation of basic and diluted net loss per share of common stock (in dollars, except per share amounts): Twelve Months 2022 2021 Class A common stock subject to possible redemption Numerator: Income attributable to Class A common stock subject to possible redemption Net income $ 11,937,823 $ — Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 22,604,795 — Basic and diluted net income per share, Class A common stock subject to possible redemption $ 0.53 $ — Non-Redeemable Class B common stock Numerator: Income attributable to non-redeemable Class B common stock Net income (loss) $ 3,826,158 $ (22,252) Denominator: Weighted average non-redeemable Class B common stock Basic and diluted weighted average shares outstanding, non-redeemable Class B common stock 7,245,000 6,300,000 Basic and diluted net income (loss) per share, non-redeemable Class B common stock $ 0.53 $ 0.00 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Oct. 15, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Fair value, assets and liabilities measured on recurring basis | |||
Schedule of changes in the fair value of derivative warrant liabilities | The Company adjusts the warrants to fair value at each reporting period. During the twenty-four weeks ended October 15, 2023, the change in the fair value was as follows: Warrant liability as of April 30, 2023 $ 1,925 Change in fair value 409 Warrant liability as of July 23, 2023 $ 2,334 Granted to Granite Creek 1,015 Reclassification of liability-classified warrants 1,834 Issuance of contingently issuable shares (173) Change in fair value (1,759) Warrant liability as of October 15, 2023 $ 3,251 | The following table presents the changes in the fair value of derivative warrant liabilities for the three and nine months ended September 30, 2023: Public Private Warrant Derivative warrant liabilities as of December 31, 2022 $ 301,875 $ 298,000 $ 599,875 Change in fair value 212,520 240,000 452,520 Derivative warrant liabilities as of March 31, 2023 514,395 538,000 1,052,395 Change in fair value 2,142,105 2,082,000 4,224,105 Derivative warrant liabilities as of June 30, 2023 2,656,500 2,620,000 5,276,500 Change in fair value (464,888) (458,000) (922,888) Derivative warrant liabilities as of September 30, 2023 $ 2,191,613 $ 2,162,000 $ 4,353,616 | The following table presents the changes in the fair value of derivative warrant liabilities for the twelve months ended December 31, 2022: Public Private Warrant Derivative warrant liabilities as of January 1, 2022 $ — $ — $ — Initial fair value of warrant liabilities at January 24, 2022 7,498,575 7,405,638 14,904,213 Change in fair value (7,196,700) (7,107,638) (14,304,338) Derivative warrant liabilities as of December 31, 2022 $ 301,875 $ 298,000 $ 599,875 |
Schedule of company's assets and liabilities that were accounted for at fair value on a recurring basis | The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis at September 30, 2023: (Level 1) (Level 2) (Level 3) Assets Treasury securities held in trust account $ 42,423,610 $ — $ — Liabilities Public Warrants $ 2,191,613 $ — $ — Private Placement Warrants $ — $ — $ 2,162,000 | The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis at December 31, 2022: (Level 1) (Level 2) (Level 3) Assets Cash and marketable securities held in trust account $ 250,326,857 $ — $ — Liabilities Public Warrants $ 301,875 $ — $ — Private Placement Warrants $ — $ — $ 298,000 | |
Schedule of key inputs into the calculation at the measurement on recurring and non-recurring | The key inputs into the Monte Carlo simulation model formula were as follows at September 30, 2023: Input Class B Common stock price $ 10.53 Exercise price $ 11.50 Risk-free rate of interest 4.55 % Volatility 0.001 % Term 5.17 Value of one warrant $ 0.182 Dividend yield 0.000 % The key inputs into the Monte Carlo simulation model formula were as follows at January 24, 2022: January 24, 2022 Input Public Private Common stock price $ 9.69 $ 9.69 Exercise price $ 11.50 $ 11.50 Risk-free rate of interest 1.61 % 1.61 % Volatility 10.85 % 10.86 % Term 6.00 6.00 Value of one warrant $ 0.62 $ 0.62 Dividend yield 0.00 % 0.00 % The following are the key inputs into the calculation at the measurement date: Input Private Common stock price $ 10.41 Estimated probability of the Initial Business Combination 10.00 % Volatility 40.00 % Risk-free rate 4.25 % Time to expiration 1.50 | The key inputs into the Monte Carlo simulation model formula were as follows at December 31, 2022: December 31, 2022 Input Public Private Common stock price $ — $ 10.21 Exercise price $ — $ 11.50 Risk-free rate of interest — % 3.95 % Volatility — % 0.00 % Term 0 5.25 Value of one warrant $ 0.03 $ 0.03 Dividend yield — % 0.00 % The key inputs into the Monte Carlo simulation model formula were as follows at January 24, 2022: January 24, 2022 Input Public Private Common stock price $ 9.69 $ 9.69 Exercise price $ 11.50 $ 11.50 Risk-free rate of interest 1.61 % 1.61 % Volatility 10.85 % 10.86 % Term 6.00 6.00 Value of one warrant $ 0.62 $ 0.62 Dividend yield 0.00 % 0.00 % | |
Level 3 | |||
Fair value, assets and liabilities measured on recurring basis | |||
Schedule of changes in the fair value of derivative warrant liabilities | The Company transferred the fair value of Public Warrants from a Level 3 measurement to a Level 1 measurement as a result of the Public Warrants detaching from the Units and becoming separately tradable: Public Warrants Private Placement Warrants Total Level 3 Financial Instruments Derivative warrant liabilities at December 31, 2022 $ — $ 298,000 $ 298,000 Change in fair value — 240,000 240,000 Level 3 derivative warrant liabilities at March 31, 2023 — 538,000 538,000 Change in fair value — 2,082,000 2,082,000 Level 3 derivative warrant liabilities at June 30, 2023 — 2,620,000 2,620,000 Change in fair value — (458,000) (458,000) Level 3 derivative warrant liabilities at September 30, 2023 $ — $ 2,162,000 $ 2,162,000 | The fair value of the private warrant liability is classified within Level 3 of the fair value hierarchy. The Company transferred the fair value of Public Warrants from a Level 3 measurement to a Level 1 measurement as a result of the Public Warrants detaching from the Units and becoming separately tradable: Public Private Placement Total Level 3 Derivative warrant liabilities at March 10, 2021 (inception) $ — $ — $ — Initial fair value at issuance 7,498,575 7,405,638 14,904,213 Transfer public warrant liability to Level 1 measurement (7,498,575) — (7,498,575) Change in fair value — (7,107,638) (7,107,638) Level 3 derivative warrant liabilities at December 31, 2022 $ — $ 298,000 $ 298,000 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 5 Months Ended | 12 Months Ended |
Oct. 15, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Schedule of significant components of the Company's deferred tax assets | Significant components of the Company's deferred tax assets and liabilities at April 30, 2023 and April 24, 2022 are as follows (in thousands): April 30, 2023 April 24, 2022 Deferred tax assets: Accrued occupancy costs $ — $ 597 Amount due to customers 1,474 1,657 Operating lease liabilities 28,481 25,785 Section 163(j) limitation 1,481 1,017 Net operating losses 14,961 9,069 Tax credits 4,328 4,171 Other accrued liabilities 97 54 Stock compensation 271 223 Property and equipment - State 2,002 2,625 Property and equipment - Federal — 8,905 Other 3 3 Deferred tax assets 53,098 54,106 Valuation allowance (43,021) (38,756) Net deferred tax assets $ 10,077 $ 15,350 Deferred tax liabilities: Property and equipment $ (4,599) $ — Operating lease right-of-use assets (5,478) (15,350) Total deferred tax liabilities (10,077) (15,350) Net deferred tax liabilities $ — $ — | The Company’s net deferred tax assets at December 31, 2022 and 2021 is as follows: December 31, 2022 2021 Deferred tax assets Capitalized start-up costs $ 329,224 $ 4,009 Net operating loss carryforwards — 2,334 Total deferred tax assets 329,224 6,343 Valuation allowance (317,149) (6,343) Deferred tax liabilities Accrued expenses & other (12,075) — Total deferred tax liabilities (12,075) — Net deferred tax assets $ — — |
Schedule of Income tax provision | The components of income tax expense are as follows: Fiscal Year Ended April 30, 2023 April 24, 2022 April 25, 2021 Current: State and local $ 192 $ 38 $ 13 Total current 192 38 13 Income tax expense $ 192 $ 38 $ 13 | The components of the income tax provision for the years ended December 31, 2022 and 2021 is as follows: December 31, 2022 2021 Current expense Federal $ 783,546 — State — — Deferred benefit Federal (312,476) (4,673) State 1,670 (1,670) Change in Valuation Allowance 310,806 6,343 Income tax expense $ 783,546 — |
Schedule of reconciliation of the federal income tax rate to the Company's effective tax rate | 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 years ended April 30, 2023, April 24, 2022, and April 25, 2021 due to the following (in thousands): Fiscal Year Ended April 30, 2023 April 24, 2022 April 25, 2021 U.S. federal provision at statutory tax rate $ (1,540) $ (2,075) $ (6,297) State income taxes, net of federal benefit (711) (762) (1,387) Permanent differences 102 140 148 PPP loan forgiveness (1,755) (573) — Stock compensation (12) (2) (29) Tax credits (157) (361) (255) Change in valuation allowance 4,265 3,671 7,833 Income tax expense $ 192 $ 38 $ 13 | A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021is as follows: December 31, 2022 2021 Statutory U.S. federal income tax rate 21.00 % 21.00 % Change in fair value of warrant liabilities (18.15) % 0.00 % State taxes, net of federal tax benefit (0.01) % 7.51 % Change in valuation allowance 1.88 % (28.51) % Income tax provision 4.74 % 0.00 % |
Nature of Business and Basis _3
Nature of Business and Basis of Presentation (Tables) | 5 Months Ended |
Oct. 15, 2023 | |
Accounting Policies [Abstract] | |
Components of Revenue | The components of gift card revenue were as follows: Twelve Weeks Ended Twenty-Four Weeks Ended October 15, 2023 October 9, 2022 October 15, 2023 October 9, 2022 Redemptions, net of discounts $ 369 $ 293 $ 883 $ 666 Breakage $ 103 $ 70 $ 245 $ 462 Gift card revenue, net $ 472 $ 363 $ 1,128 $ 1,128 Fiscal Year Ended April 30, 2023 April 24, 2022 April 25, 2021 Redemptions, net of discounts $ 1,415 $ 960 $ 444 Breakage 755 286 95 Gift card revenue, net $ 2,170 $ 1,246 $ 539 |
Inventory (Tables)
Inventory (Tables) | 5 Months Ended |
Oct. 15, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories consist of the following: October 15, 2023 April 30, 2023 Beverage $ 582 $ 545 Food 248 257 Total $ 830 $ 802 Inventories consist of the following: April 30, 2023 April 24, 2022 Beverage $ 545 $ 459 Food 257 244 Total $ 802 $ 703 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 5 Months Ended |
Oct. 15, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net is summarized as follows: October 15, 2023 April 30, 2023 Leasehold improvements 70,421 61,534 Furniture, fixtures, and equipment 38,428 33,361 Building and building improvements 7,000 7,000 Construction in progress 20,847 24,568 Total cost 136,696 126,463 Less: accumulated depreciation (66,962) (63,621) Property and equipment, net 69,734 62,842 underlying leases of the related leasehold improvements. Estimated depreciable lives for categories of property and equipment follow: Depreciable Furniture, fixtures, and equipment 3-10 Leasehold improvements 10-20 Building and building improvements 15-30 Property and equipment, net is summarized as follows: April 30, 2023 April 24, 2022 Leasehold improvements $ 63,606 $ 65,048 Furniture, fixtures, and equipment 34,069 34,381 Building and building improvements 7,000 7,000 Construction in progress 24,569 2,261 Total cost 129,244 108,690 Less: accumulated depreciation (66,402) (58,310) Property and equipment, net $ 62,842 $ 50,380 |
Debt (Tables)
Debt (Tables) | 5 Months Ended |
Oct. 15, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt Instruments | Long-term financing arrangements consists of the following: October 15, 2023 April 30, 2023 PPP and SBA loans $ 500 $ 500 Term loans 25,000 22,500 Equipment loan 16,500 11,500 Convertible notes 5,000 5,000 Finance obligations 4,397 3,995 Other 106 127 Less: Unamortized debt issuance costs and discounts (7,301) (6,367) Total 44,202 37,255 Less: Current portion (2,243) (1,044) Long-term notes payable $ 41,959 $ 36,211 Long-term financing arrangements consists of the following: April 30, 2023 April 24, 2022 PPP and SBA loans $ 500 $ 8,789 Term loans 22,500 5,598 Equipment loan 11,500 — Convertible notes 5,000 5,000 Finance obligation 3,995 4,488 Other 127 180 Less: Unamortized debt issuance costs and discounts (6,367) (109) Total 37,255 23,946 Less: Current portion (1,044) (10,126) Long-term notes payable $ 36,211 $ 13,820 |
Leases (Tables)
Leases (Tables) | 5 Months Ended |
Oct. 15, 2023 | |
Leases [Abstract] | |
Components of Lease Expense | The components of lease expense are as follows: Twelve Weeks Ended Twenty-Four Weeks Ended October 15, 2023 October 9, 2022 October 15, 2023 October 9, 2022 Operating lease cost $ 3,545 $ 3,037 $ 3,878 $ 5,799 Variable lease cost $ 1,570 $ 1,576 $ 2,870 $ 3,133 Total lease cost $ 5,115 $ 4,613 $ 6,748 $ 8,932 The components of lease expense are as follows: Fiscal Year Ended April 30, 2023 April 24, 2022 April 25, 2021 Operating Lease Cost $ 14,199 $ 12,381 $ 11,211 Variable Lease Cost 3,616 (1,995) 1,926 Short-term lease cost 43 223 139 Total lease cost $ 17,858 $ 10,609 $ 13,276 Supplemental cash flow information is as follows: Fiscal Year Ended April 30, 2023 April 24, 2022 April 25, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 25,549 $ 20,896 $ 2,017 Other information related to operating leases is as follows: 2023 2022 Weighted-average remaining lease term (years) 9.8 9.5 Weighted-average discount rate 9.5 % 8.6 % |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Stock (Tables) | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Oct. 15, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |||
Schedule of Temporary Equity | As of October 15, 2023, Preferred Stock consisted of the following: Preferred Stock Authorized Preferred Stock Issued and Outstanding Carrying Value Liquidation Value Series A 2,301,202 2,301,200 $ 1,151 $ 2,915 Series B 471,164 464,914 930 2,303 Series C 240,000 120,000 300 707 Series D 3,229,645 2,670,373 10,340 20,404 Series E 5,000,000 367,833 2,207 3,809 Series F 4,125,000 3,411,292 27,290 41,724 Series G 500,000 355,000 3,550 5,109 Series H 3,000,000 513,333 7,700 10,692 Series I 3,000,000 850,648 21,794 27,000 Total 21,867,011 11,054,593 $ 75,262 $ 114,663 As of April 30, 2023, Preferred Stock consisted of the following: Preferred Stock Authorized Preferred Stock Issued and Outstanding Carrying Value Liquidation Value Series A 2,301,202 2,301,200 1,151 2,873 Series B 471,164 464,914 930 2,268 Series C 240,000 120,000 300 696 Series D 3,229,645 2,670,373 10,340 20,043 Series E 5,000,000 367,833 2,207 3,727 Series F 4,125,000 3,411,292 27,290 40,720 Series G 500,000 355,000 3,550 4,979 Series H 3,000,000 513,333 7,700 10,409 Total 18,867,011 10,203,945 53,468 85,715 | Class A common stock subject to possible redemption is reflected on the condensed consolidated balance sheet at September 30, 2023 and December 31, 2022, as follows: Gross proceeds from initial public offering $ 241,500,000 Less: Fair value allocated to public warrants (7,498,575) Offering costs allocated to Class A common stock subject to possible redemption (14,647,648) Plus: Remeasurement on Class A common stock subject to possible redemption 30,973,080 Class A common stock subject to possible redemption, December 31, 2022 250,326,857 Remeasurement on Class A common stock subject to possible redemption 813,105 Class A common stock subject to possible redemption, March 31, 2023 251,139,962 Redemption of Class A common stock (210,031,815) Remeasurement on Class A common stock subject to possible redemption 1,082,415 Class A common stock subject to possible redemption, June 30, 2023 42,190,562 Remeasurement on Class A common stock subject to possible redemption 233,048 Class A common stock subject to possible redemption, September 30, 2023 $ 42,423,610 | Class A common stock subject to possible redemption is reflected on the balance sheet at December 31, 2022 as follows: Gross proceeds from initial public offering $ 241,500,000 Less: Fair value allocated to public warrants (7,498,575) Offering costs allocated to Class A common stock subject to possible redemption (14,647,648) Plus: Re-measurement on Class A common stock subject to possible redemption 30,973,080 Class A common stock subject to possible redemption, December 31, 2022 $ 250,326,857 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 5 Months Ended |
Oct. 15, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Option Activity | A summary of equity classified option activity for the twenty-four weeks ended October 15, 2023 is as follows: Options Number of Options Weighted-average Exercise Price Weighted-average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at April 30, 2023 2,284,399 $ 9.84 6.56 $ 16,628 Granted 619,500 22.77 Exercised — — Expired (13,000) 3.35 Forfeited or cancelled (41,047) 14.65 Outstanding at October 15, 2023 2,849,852 $ 12.61 6.90 $ 8,250 Exercisable at October 15, 2023 1,299,441 $ 7.53 4.64 Options Number of Options Weighted-average Exercise Price Weighted-average Remaining Contractual Term (in years) Outstanding at April 26, 2020 2,225,200 $ 6.64 7.57 Granted 433,163 8.00 Exercised (77,000) 2.52 Forfeited or cancelled (313,769) 7.53 Outstanding at April 25, 2021 2,267,594 $ 6.88 7.15 Granted 547,000 12.54 Exercised (10,000) 3.00 Expired (27,500) 3.00 Forfeited or cancelled (633,209) 7.30 Outstanding at April 24, 2022 2,143,885 $ 8.27 6.82 Granted 644,500 15.00 Exercised (11,708) 5.63 Expired (40,500) 3.00 Forfeited or cancelled (451,778) 10.45 Outstanding at April 30, 2023 2,284,399 $ 9.84 6.56 Exercisable at April 24, 2022 1,037,077 $ 6.36 5.06 Exercisable at April 30, 2023 1,201,860 $ 7.07 4.77 |
Warrants (Tables)
Warrants (Tables) | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Oct. 15, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | |||
Schedule of changes in the fair value of derivative warrant liabilities | The Company adjusts the warrants to fair value at each reporting period. During the twenty-four weeks ended October 15, 2023, the change in the fair value was as follows: Warrant liability as of April 30, 2023 $ 1,925 Change in fair value 409 Warrant liability as of July 23, 2023 $ 2,334 Granted to Granite Creek 1,015 Reclassification of liability-classified warrants 1,834 Issuance of contingently issuable shares (173) Change in fair value (1,759) Warrant liability as of October 15, 2023 $ 3,251 | The following table presents the changes in the fair value of derivative warrant liabilities for the three and nine months ended September 30, 2023: Public Private Warrant Derivative warrant liabilities as of December 31, 2022 $ 301,875 $ 298,000 $ 599,875 Change in fair value 212,520 240,000 452,520 Derivative warrant liabilities as of March 31, 2023 514,395 538,000 1,052,395 Change in fair value 2,142,105 2,082,000 4,224,105 Derivative warrant liabilities as of June 30, 2023 2,656,500 2,620,000 5,276,500 Change in fair value (464,888) (458,000) (922,888) Derivative warrant liabilities as of September 30, 2023 $ 2,191,613 $ 2,162,000 $ 4,353,616 | The following table presents the changes in the fair value of derivative warrant liabilities for the twelve months ended December 31, 2022: Public Private Warrant Derivative warrant liabilities as of January 1, 2022 $ — $ — $ — Initial fair value of warrant liabilities at January 24, 2022 7,498,575 7,405,638 14,904,213 Change in fair value (7,196,700) (7,107,638) (14,304,338) Derivative warrant liabilities as of December 31, 2022 $ 301,875 $ 298,000 $ 599,875 |
Net Earnings (Loss) Per Share (
Net Earnings (Loss) Per Share (Tables) | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Oct. 15, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
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) earnings per share of common stock for the twelve and twenty-four weeks ended October 15, 2023 and October 9, 2022: Twelve Weeks Ended Twenty-Four Weeks Ended October 15, 2023 October 9, 2022 October 15, 2023 October 9, 2022 Numerator: Net (loss) income (7,283) (3,390) (10,329) 1,645 Cumulative unpaid dividends on preferred stock (394) — (528) — Change in redemption amount of preferred stock — — (1,423) — Net loss on which basic and diluted earnings per share is calculated (7,677) (3,390) (12,280) 1,645 Denominator: Weighted average common shares outstanding, basic 6,535 6,168 6,550 6,168 Dilutive awards outstanding — — — 10,824 Weighted average common shares outstanding, diluted 6,535 6,168 6,550 16,992 Earnings (loss) per share: Basic $ (1.17) $ (0.55) $ (1.87) $ 0.27 Diluted (1.17) (0.55) (1.87) 0.10 April 30, 2023 April 24, 2022 April 25, 2021 Net loss on which basic and diluted earnings per share is $ calculated $ (7,525) $ (9,917) $ (29,998) Number of weighted shares on which basic and diluted earnings per share is calculated 6,210 6,108 6,079 Basic loss per share (1.21) (1.62) (4.93) Diluted loss per share (1.21) (1.62) (4.93) | The following table reflects the calculation of basic and diluted net loss per share of common stock (in dollars, except per share amounts): For the Three Months Ended 2023 2022 Class A common stock subject to possible redemption Numerator: (Loss) income attributable to Class A common stock subject to possible redemption Net (loss) income $ (38,672) $ 1,754,851 Denominator: Weighted average Class A common stock subject to possible redemption (38,672) 1,754,851 Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 3,998,687 24,150,000 Basic and diluted net (loss) income per share, Class A common stock subject to possible redemption $ (0.01) $ 0.07 Non-Redeemable Class A and Class B common stock Numerator: Net (loss) income Net (loss) income $ (70,066) $ 526,455 Denominator: Weighted average non-redeemable Class A and Class B common stock (70,066) 526,455 Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B common stock 7,245,000 7,245,000 Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock $ (0.01) $ 0.07 For the Nine Months Ended 2023 2022 Class A common stock subject to possible redemption Numerator: Income attributable to Class A common stock subject to possible redemption Net (loss) income $ (3,369,552) $ 9,923,259 Denominator: Weighted average Class A common stock subject to possible redemption (3,369,552) 9,923,259 Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 12,192,078 22,115,385 Basic and diluted net (loss) income per share, Class A common stock subject to possible redemption $ (0.28) $ 0.45 Non-Redeemable Class A and Class B common stock Numerator: Net (loss) income Net (loss) income $ (2,002,317) $ 3,250,859 Denominator: Weighted average non-redeemable Class A and Class B common stock (2,002,317) 3,250,859 Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B common stock 7,245,000 7,245,000 Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock $ (0.28) $ 0.45 | The following table reflects the calculation of basic and diluted net loss per share of common stock (in dollars, except per share amounts): Twelve Months 2022 2021 Class A common stock subject to possible redemption Numerator: Income attributable to Class A common stock subject to possible redemption Net income $ 11,937,823 $ — Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 22,604,795 — Basic and diluted net income per share, Class A common stock subject to possible redemption $ 0.53 $ — Non-Redeemable Class B common stock Numerator: Income attributable to non-redeemable Class B common stock Net income (loss) $ 3,826,158 $ (22,252) Denominator: Weighted average non-redeemable Class B common stock Basic and diluted weighted average shares outstanding, non-redeemable Class B common stock 7,245,000 6,300,000 Basic and diluted net income (loss) per share, non-redeemable Class B common stock $ 0.53 $ 0.00 |
Schedule of Antidilutive Securitie | 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): Twelve Weeks Ended Twenty-Four Weeks Ended October 15, 2023 October 9, 2022 October 15, 2023 Stock options 2,850 2,256 2,850 Preferred stock (as converted to common shares) 12,383 10,204 12,383 Convertible debt (as converted to common shares) 513 507 513 Contingently issuable warrants 76 — 76 Warrants 105 105 105 Total common stock equivalents 15,927 13,072 15,927 Fiscal Year 2023 Fiscal Year 2022 Fiscal Year 2021 Stock options 2,284 2,144 2,268 Preferred stock (as converted to common shares) 10,204 10,086 9,586 Convertible debt (as converted to common shares) 500 500 — Warrants 105 131 187 Total common stock equivalents 13,093 12,861 12,040 |
Significant Accounting Polici_3
Significant Accounting Policies - 10K (Tables) | 5 Months Ended |
Oct. 15, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Effect of Error Corrections | The following table presents the effect of the error corrections on the Consolidated Balance Sheets for the periods indicated: As of April 24, 2022 As Reported Adjustment As Corrected Property and equipment, net $ 50,627 $ (247) $ 50,380 Operating lease right-of-use assets 52,958 318 53,276 Total Assets 114,401 71 114,472 Accounts Payable 17,348 (416) 16,932 Accrued Occupancy Costs 15,723 (479) 15,244 Other Accrued Liabilities 7,358 161 7,519 Current portion of operating lease liabilities 9,177 (279) 8,898 Total Current Liabilities 68,140 (1,013) 67,127 Operating lease liabilities 82,413 3,139 85,552 Total liabilities 169,684 2,126 171,810 Common stock (par value: $.01) 57 5 62 Additional paid-in capital 1,350 300 1,650 Accumulated Deficit (108,908) (2,360) (111,268) Total stockholders' deficit (107,501) (2,055) (109,556) Total liabilities, redeemable convertible preferred stock, and stockholders' deficit 114,401 71 114,472 The following tables presents the effect of the error corrections on the Consolidated Statements of Operations for the periods indicated: Fiscal Year Ended April 24, 2022 As Reported Adjustment As Corrected Store labor and benefits $ 23,984 $ 161 $ 24,145 Store occupancy costs (excluding depreciation) 12,958 (366) 12,592 Other store operating expenses, excluding depreciatoin 15,162 (631) 14,531 General and administrative expenses 11,639 677 12,316 Depreciaton Expense 8,846 (28) 8,818 Operating loss (11,518) 187 (11,331) Loss Before Income Taxes (10,066) 187 (9,879) Net Loss (10,104) 187 (9,917) Basic and diluted loss per share $ (1.65) $ 0.03 $ (1.62) Fiscal Year Ended April 25, 2021 As Reported Adjustment As Corrected Store occupancy costs (excluding depreciation) $ 14,524 $ 396 $ 14,920 Other store operating expenses, excluding depreciatoin 7,317 (280) 7,037 General and administrative expenses 5,978 342 6,320 Operating loss (29,080) (458) (29,538) Loss Before Income Taxes (29,527) (458) (29,985) Net Loss (29,540) (458) (29,998) Basic and diluted loss per share $ (4.86) $ (0.08) $ (4.93) The following table presents the effect of the error corrections on the Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit for the periods indicated: As Reported Adjustment As Corrected Common stock (par value: $.01) - April 26, 2020 $ 56 $ 5 $ 61 Additional paid-in capital - April 26, 2020 819 51 870 Accumulated Deficit Balance - April 26, 2020 (69,264) (2,089) (71,353) Total Stockholders' Deficit Balance - April 26, 2020 (68,389) (2,033) (70,422) Net Loss - Fiscal Year Ended April 25, 2021 (29,540) (458) (29,998) Stock Based Compensation 303 62 365 Additional paid-in capital - April 25, 2021 1,202 113 1,315 Accumulated Deficit Balance - April 25, 2021 (98,804) (2,547) (101,351) Total Stockholders' Deficit Balance - April 25, 2021 (97,546) (2,429) (99,975) Net Loss - Fiscal Year Ended April 24, 2022 (10,104) 187 (9,917) Stock Based Compensation 93 187 280 Additional paid-in capital - April 24, 2022 1,350 300 1,650 Accumulated Deficit Balance - April 24, 2022 (108,908) (2,361) (111,269) Total Stockholders' Deficit Balance - April 24, 2022 (107,501) (2,055) (109,556) The following table presents the effect of the error corrections on the Consolidated Statements of Cash Flows for the periods indicated: Fiscal Year Ended April 24, 2022 As Reported Adjustment As Corrected Net Loss $ (10,104) $ 187 $ (9,917) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation Expense 8,846 (28) 8,818 Non Cash Lease Expense 4,114 41 4,155 Stock based compensation 93 187 280 (Decrease) increase in operating liabilities Accounts Payable 1,961 (141) 1,820 Accrued Occupancy Costs (4,703) (660) (5,363) Other Accrued Liabilities 115 161 276 Operating Lease Liabilities (8,705) 254 (8,451) Supplemental disclosures of cash flow information: Increase for capital expenditures in accounts payable 1,328 (274) 1,054 Net cash used in operating activities (5,586) — (5,586) |
Schedule of Property and Equipment | Property and equipment, net is summarized as follows: October 15, 2023 April 30, 2023 Leasehold improvements 70,421 61,534 Furniture, fixtures, and equipment 38,428 33,361 Building and building improvements 7,000 7,000 Construction in progress 20,847 24,568 Total cost 136,696 126,463 Less: accumulated depreciation (66,962) (63,621) Property and equipment, net 69,734 62,842 underlying leases of the related leasehold improvements. Estimated depreciable lives for categories of property and equipment follow: Depreciable Furniture, fixtures, and equipment 3-10 Leasehold improvements 10-20 Building and building improvements 15-30 Property and equipment, net is summarized as follows: April 30, 2023 April 24, 2022 Leasehold improvements $ 63,606 $ 65,048 Furniture, fixtures, and equipment 34,069 34,381 Building and building improvements 7,000 7,000 Construction in progress 24,569 2,261 Total cost 129,244 108,690 Less: accumulated depreciation (66,402) (58,310) Property and equipment, net $ 62,842 $ 50,380 |
Components of Revenue | The components of gift card revenue were as follows: Twelve Weeks Ended Twenty-Four Weeks Ended October 15, 2023 October 9, 2022 October 15, 2023 October 9, 2022 Redemptions, net of discounts $ 369 $ 293 $ 883 $ 666 Breakage $ 103 $ 70 $ 245 $ 462 Gift card revenue, net $ 472 $ 363 $ 1,128 $ 1,128 Fiscal Year Ended April 30, 2023 April 24, 2022 April 25, 2021 Redemptions, net of discounts $ 1,415 $ 960 $ 444 Breakage 755 286 95 Gift card revenue, net $ 2,170 $ 1,246 $ 539 |
Schedule of Advertising Costs Incurred | Advertising costs incurred were as follows: Fiscal Year Ended April 30, 2023 April 24, 2022 April 25, 2021 General and administrative expenses 3,044 3,436 1,724 Pre-opening expenses 604 — — $ 3,648 $ 3,436 $ 1,724 |
Inventory - 10K (Tables)
Inventory - 10K (Tables) | 5 Months Ended |
Oct. 15, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories consist of the following: October 15, 2023 April 30, 2023 Beverage $ 582 $ 545 Food 248 257 Total $ 830 $ 802 Inventories consist of the following: April 30, 2023 April 24, 2022 Beverage $ 545 $ 459 Food 257 244 Total $ 802 $ 703 |
Property and Equipment - 10K (T
Property and Equipment - 10K (Tables) | 5 Months Ended |
Oct. 15, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net is summarized as follows: October 15, 2023 April 30, 2023 Leasehold improvements 70,421 61,534 Furniture, fixtures, and equipment 38,428 33,361 Building and building improvements 7,000 7,000 Construction in progress 20,847 24,568 Total cost 136,696 126,463 Less: accumulated depreciation (66,962) (63,621) Property and equipment, net 69,734 62,842 underlying leases of the related leasehold improvements. Estimated depreciable lives for categories of property and equipment follow: Depreciable Furniture, fixtures, and equipment 3-10 Leasehold improvements 10-20 Building and building improvements 15-30 Property and equipment, net is summarized as follows: April 30, 2023 April 24, 2022 Leasehold improvements $ 63,606 $ 65,048 Furniture, fixtures, and equipment 34,069 34,381 Building and building improvements 7,000 7,000 Construction in progress 24,569 2,261 Total cost 129,244 108,690 Less: accumulated depreciation (66,402) (58,310) Property and equipment, net $ 62,842 $ 50,380 |
Other Accrued Liabilities - 1_2
Other Accrued Liabilities - 10K (Tables) | 5 Months Ended |
Oct. 15, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Other Accrued Current Liabilities | Other accrued current liabilities consist of the following: April 30, 2023 April 24, 2022 Accrued payroll $ 2,241 $ 1,873 Warrant liability 1,925 — Accrued sales and income taxes 1,072 933 Accrued interest 924 636 Landlord advances on construction buildout 912 3,407 Accrued insurance 864 354 Accrued other 387 316 Accrued professional fees 288 — Total $ 8,613 $ 7,519 |
Accrued Occupancy Costs - 10K (
Accrued Occupancy Costs - 10K (Tables) | 5 Months Ended |
Oct. 15, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Occupancy Costs | Below are the Company’s long term deferred rent payment obligations as of April 30, 2023 by fiscal year: Long-term Accrued Occupancy Costs 2025 $ 1,800 2026 220 Total long-term accrued occupancy costs $ 2,020 |
Long-term Financing Arrangeme_2
Long-term Financing Arrangements - 10K (Tables) | 5 Months Ended |
Oct. 15, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Financing Arrangements | Long-term financing arrangements consists of the following: October 15, 2023 April 30, 2023 PPP and SBA loans $ 500 $ 500 Term loans 25,000 22,500 Equipment loan 16,500 11,500 Convertible notes 5,000 5,000 Finance obligations 4,397 3,995 Other 106 127 Less: Unamortized debt issuance costs and discounts (7,301) (6,367) Total 44,202 37,255 Less: Current portion (2,243) (1,044) Long-term notes payable $ 41,959 $ 36,211 Long-term financing arrangements consists of the following: April 30, 2023 April 24, 2022 PPP and SBA loans $ 500 $ 8,789 Term loans 22,500 5,598 Equipment loan 11,500 — Convertible notes 5,000 5,000 Finance obligation 3,995 4,488 Other 127 180 Less: Unamortized debt issuance costs and discounts (6,367) (109) Total 37,255 23,946 Less: Current portion (1,044) (10,126) Long-term notes payable $ 36,211 $ 13,820 |
Schedule of Gain on Extinguishment of Debt | In fiscal years 2023 and 2022, the Company recorded a gain on extinguishment of debt for forgiveness of loans, which consists of the following: Fiscal Year Ended April 30, 2023 April 24, 2022 April 25, 2021 Forgiveness of PPP loans and accrued interest $ 8,458 $ 2,728 $ — Extinguishment of residual issuance cost (93) — — Other (10) 72 388 Total $ 8,355 $ 2,800 $ 388 |
Schedule of Principal Payment Maturities | Below are the Company’s principal payment maturities as of April 30, 2023, by fiscal year: 2024 $ 1,044 2025 3,124 2026 9,604 2027 7,125 2028 22,225 Thereafter 500 Total $ 43,622 |
Income Taxes (Tables)_2
Income Taxes (Tables) | 5 Months Ended | 12 Months Ended |
Oct. 15, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Components of Income Tax Expense | The components of income tax expense are as follows: Fiscal Year Ended April 30, 2023 April 24, 2022 April 25, 2021 Current: State and local $ 192 $ 38 $ 13 Total current 192 38 13 Income tax expense $ 192 $ 38 $ 13 | The components of the income tax provision for the years ended December 31, 2022 and 2021 is as follows: December 31, 2022 2021 Current expense Federal $ 783,546 — State — — Deferred benefit Federal (312,476) (4,673) State 1,670 (1,670) Change in Valuation Allowance 310,806 6,343 Income tax expense $ 783,546 — |
Schedule of Effective Income Tax Rate Reconciliation | 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 years ended April 30, 2023, April 24, 2022, and April 25, 2021 due to the following (in thousands): Fiscal Year Ended April 30, 2023 April 24, 2022 April 25, 2021 U.S. federal provision at statutory tax rate $ (1,540) $ (2,075) $ (6,297) State income taxes, net of federal benefit (711) (762) (1,387) Permanent differences 102 140 148 PPP loan forgiveness (1,755) (573) — Stock compensation (12) (2) (29) Tax credits (157) (361) (255) Change in valuation allowance 4,265 3,671 7,833 Income tax expense $ 192 $ 38 $ 13 | A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021is as follows: December 31, 2022 2021 Statutory U.S. federal income tax rate 21.00 % 21.00 % Change in fair value of warrant liabilities (18.15) % 0.00 % State taxes, net of federal tax benefit (0.01) % 7.51 % Change in valuation allowance 1.88 % (28.51) % Income tax provision 4.74 % 0.00 % |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company's deferred tax assets and liabilities at April 30, 2023 and April 24, 2022 are as follows (in thousands): April 30, 2023 April 24, 2022 Deferred tax assets: Accrued occupancy costs $ — $ 597 Amount due to customers 1,474 1,657 Operating lease liabilities 28,481 25,785 Section 163(j) limitation 1,481 1,017 Net operating losses 14,961 9,069 Tax credits 4,328 4,171 Other accrued liabilities 97 54 Stock compensation 271 223 Property and equipment - State 2,002 2,625 Property and equipment - Federal — 8,905 Other 3 3 Deferred tax assets 53,098 54,106 Valuation allowance (43,021) (38,756) Net deferred tax assets $ 10,077 $ 15,350 Deferred tax liabilities: Property and equipment $ (4,599) $ — Operating lease right-of-use assets (5,478) (15,350) Total deferred tax liabilities (10,077) (15,350) Net deferred tax liabilities $ — $ — | The Company’s net deferred tax assets at December 31, 2022 and 2021 is as follows: December 31, 2022 2021 Deferred tax assets Capitalized start-up costs $ 329,224 $ 4,009 Net operating loss carryforwards — 2,334 Total deferred tax assets 329,224 6,343 Valuation allowance (317,149) (6,343) Deferred tax liabilities Accrued expenses & other (12,075) — Total deferred tax liabilities (12,075) — Net deferred tax assets $ — — |
Leases - 10K (Tables)
Leases - 10K (Tables) | 5 Months Ended |
Oct. 15, 2023 | |
Leases [Abstract] | |
Components of Lease Expense, Supplemental Cash Flow Information, and Other Information | The components of lease expense are as follows: Twelve Weeks Ended Twenty-Four Weeks Ended October 15, 2023 October 9, 2022 October 15, 2023 October 9, 2022 Operating lease cost $ 3,545 $ 3,037 $ 3,878 $ 5,799 Variable lease cost $ 1,570 $ 1,576 $ 2,870 $ 3,133 Total lease cost $ 5,115 $ 4,613 $ 6,748 $ 8,932 The components of lease expense are as follows: Fiscal Year Ended April 30, 2023 April 24, 2022 April 25, 2021 Operating Lease Cost $ 14,199 $ 12,381 $ 11,211 Variable Lease Cost 3,616 (1,995) 1,926 Short-term lease cost 43 223 139 Total lease cost $ 17,858 $ 10,609 $ 13,276 Supplemental cash flow information is as follows: Fiscal Year Ended April 30, 2023 April 24, 2022 April 25, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 25,549 $ 20,896 $ 2,017 Other information related to operating leases is as follows: 2023 2022 Weighted-average remaining lease term (years) 9.8 9.5 Weighted-average discount rate 9.5 % 8.6 % |
Future Fixed Lease Payments for Operating Leases | The aggregate future fixed lease payments for operating leases as of April 30, 2023 are as follows: Operating leases 2024 $ 17,116 2025 23,398 2026 17,885 2027 17,131 2028 16,104 Thereafter 68,017 Total lease payments 159,651 Less: interest (57,526) Total $ 102,125 |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Stock - 10K (Tables) | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Oct. 15, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |||
Schedule of Temporary Equity | As of October 15, 2023, Preferred Stock consisted of the following: Preferred Stock Authorized Preferred Stock Issued and Outstanding Carrying Value Liquidation Value Series A 2,301,202 2,301,200 $ 1,151 $ 2,915 Series B 471,164 464,914 930 2,303 Series C 240,000 120,000 300 707 Series D 3,229,645 2,670,373 10,340 20,404 Series E 5,000,000 367,833 2,207 3,809 Series F 4,125,000 3,411,292 27,290 41,724 Series G 500,000 355,000 3,550 5,109 Series H 3,000,000 513,333 7,700 10,692 Series I 3,000,000 850,648 21,794 27,000 Total 21,867,011 11,054,593 $ 75,262 $ 114,663 As of April 30, 2023, Preferred Stock consisted of the following: Preferred Stock Authorized Preferred Stock Issued and Outstanding Carrying Value Liquidation Value Series A 2,301,202 2,301,200 1,151 2,873 Series B 471,164 464,914 930 2,268 Series C 240,000 120,000 300 696 Series D 3,229,645 2,670,373 10,340 20,043 Series E 5,000,000 367,833 2,207 3,727 Series F 4,125,000 3,411,292 27,290 40,720 Series G 500,000 355,000 3,550 4,979 Series H 3,000,000 513,333 7,700 10,409 Total 18,867,011 10,203,945 53,468 85,715 | Class A common stock subject to possible redemption is reflected on the condensed consolidated balance sheet at September 30, 2023 and December 31, 2022, as follows: Gross proceeds from initial public offering $ 241,500,000 Less: Fair value allocated to public warrants (7,498,575) Offering costs allocated to Class A common stock subject to possible redemption (14,647,648) Plus: Remeasurement on Class A common stock subject to possible redemption 30,973,080 Class A common stock subject to possible redemption, December 31, 2022 250,326,857 Remeasurement on Class A common stock subject to possible redemption 813,105 Class A common stock subject to possible redemption, March 31, 2023 251,139,962 Redemption of Class A common stock (210,031,815) Remeasurement on Class A common stock subject to possible redemption 1,082,415 Class A common stock subject to possible redemption, June 30, 2023 42,190,562 Remeasurement on Class A common stock subject to possible redemption 233,048 Class A common stock subject to possible redemption, September 30, 2023 $ 42,423,610 | Class A common stock subject to possible redemption is reflected on the balance sheet at December 31, 2022 as follows: Gross proceeds from initial public offering $ 241,500,000 Less: Fair value allocated to public warrants (7,498,575) Offering costs allocated to Class A common stock subject to possible redemption (14,647,648) Plus: Re-measurement on Class A common stock subject to possible redemption 30,973,080 Class A common stock subject to possible redemption, December 31, 2022 $ 250,326,857 |
Stock-Based Compensation - 10K
Stock-Based Compensation - 10K (Tables) | 5 Months Ended |
Oct. 15, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Valuation Assumptions | The assumptions used in the valuation of stock options granted during fiscal years 2023, 2022 and 2021 were as follows: Fiscal Year 2023 Fiscal Year 2022 Fiscal Year 2021 Expected volatility 35%-40% 70.00 % 72.00 % Expected dividends — — — Expected term (in years) N/A 6.5 6.5 Risk-free rate 2.67%-4.10% 2.88 % 0.34 % Weighted average grant-date fair value $ 1.86 $ 1.71 $ 1.39 |
Schedule of Option Activity | A summary of equity classified option activity for the twenty-four weeks ended October 15, 2023 is as follows: Options Number of Options Weighted-average Exercise Price Weighted-average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at April 30, 2023 2,284,399 $ 9.84 6.56 $ 16,628 Granted 619,500 22.77 Exercised — — Expired (13,000) 3.35 Forfeited or cancelled (41,047) 14.65 Outstanding at October 15, 2023 2,849,852 $ 12.61 6.90 $ 8,250 Exercisable at October 15, 2023 1,299,441 $ 7.53 4.64 Options Number of Options Weighted-average Exercise Price Weighted-average Remaining Contractual Term (in years) Outstanding at April 26, 2020 2,225,200 $ 6.64 7.57 Granted 433,163 8.00 Exercised (77,000) 2.52 Forfeited or cancelled (313,769) 7.53 Outstanding at April 25, 2021 2,267,594 $ 6.88 7.15 Granted 547,000 12.54 Exercised (10,000) 3.00 Expired (27,500) 3.00 Forfeited or cancelled (633,209) 7.30 Outstanding at April 24, 2022 2,143,885 $ 8.27 6.82 Granted 644,500 15.00 Exercised (11,708) 5.63 Expired (40,500) 3.00 Forfeited or cancelled (451,778) 10.45 Outstanding at April 30, 2023 2,284,399 $ 9.84 6.56 Exercisable at April 24, 2022 1,037,077 $ 6.36 5.06 Exercisable at April 30, 2023 1,201,860 $ 7.07 4.77 |
Warrants - 10K (Tables)
Warrants - 10K (Tables) | 5 Months Ended |
Oct. 15, 2023 | |
Equity [Abstract] | |
Schedule of Warrants | As of October 15, 2023, outstanding warrants were as follows: Warrants Number of Warrants Weighted-Average Exercise Price Outstanding at April 30, 2023 483,649 $ 1.31 Granted 48,530 0.01 Expired — — Outstanding as of October 15, 2023 532,179 $ 1.19 As of April 30, 2023, April 24, 2022, and April 25, 2021, outstanding warrants were as follows: Warrants Number of Warrants Weighted-Average Exercise Price Outstanding at April 26, 2020 186,797 $ 3.45 Outstanding at April 25, 2021 186,797 $ 3.45 Exercised (55,791) 1.00 Outstanding at April 24, 2022 131,006 $ 4.49 Granted 386,119 0.20 Expired (33,476) 1.00 Outstanding at April 30, 2023 483,649 $ 1.31 |
Net Loss Per Share - 10K (Table
Net Loss Per Share - 10K (Tables) | 5 Months Ended | 9 Months Ended | 12 Months Ended |
Oct. 15, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
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) earnings per share of common stock for the twelve and twenty-four weeks ended October 15, 2023 and October 9, 2022: Twelve Weeks Ended Twenty-Four Weeks Ended October 15, 2023 October 9, 2022 October 15, 2023 October 9, 2022 Numerator: Net (loss) income (7,283) (3,390) (10,329) 1,645 Cumulative unpaid dividends on preferred stock (394) — (528) — Change in redemption amount of preferred stock — — (1,423) — Net loss on which basic and diluted earnings per share is calculated (7,677) (3,390) (12,280) 1,645 Denominator: Weighted average common shares outstanding, basic 6,535 6,168 6,550 6,168 Dilutive awards outstanding — — — 10,824 Weighted average common shares outstanding, diluted 6,535 6,168 6,550 16,992 Earnings (loss) per share: Basic $ (1.17) $ (0.55) $ (1.87) $ 0.27 Diluted (1.17) (0.55) (1.87) 0.10 April 30, 2023 April 24, 2022 April 25, 2021 Net loss on which basic and diluted earnings per share is $ calculated $ (7,525) $ (9,917) $ (29,998) Number of weighted shares on which basic and diluted earnings per share is calculated 6,210 6,108 6,079 Basic loss per share (1.21) (1.62) (4.93) Diluted loss per share (1.21) (1.62) (4.93) | The following table reflects the calculation of basic and diluted net loss per share of common stock (in dollars, except per share amounts): For the Three Months Ended 2023 2022 Class A common stock subject to possible redemption Numerator: (Loss) income attributable to Class A common stock subject to possible redemption Net (loss) income $ (38,672) $ 1,754,851 Denominator: Weighted average Class A common stock subject to possible redemption (38,672) 1,754,851 Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 3,998,687 24,150,000 Basic and diluted net (loss) income per share, Class A common stock subject to possible redemption $ (0.01) $ 0.07 Non-Redeemable Class A and Class B common stock Numerator: Net (loss) income Net (loss) income $ (70,066) $ 526,455 Denominator: Weighted average non-redeemable Class A and Class B common stock (70,066) 526,455 Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B common stock 7,245,000 7,245,000 Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock $ (0.01) $ 0.07 For the Nine Months Ended 2023 2022 Class A common stock subject to possible redemption Numerator: Income attributable to Class A common stock subject to possible redemption Net (loss) income $ (3,369,552) $ 9,923,259 Denominator: Weighted average Class A common stock subject to possible redemption (3,369,552) 9,923,259 Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 12,192,078 22,115,385 Basic and diluted net (loss) income per share, Class A common stock subject to possible redemption $ (0.28) $ 0.45 Non-Redeemable Class A and Class B common stock Numerator: Net (loss) income Net (loss) income $ (2,002,317) $ 3,250,859 Denominator: Weighted average non-redeemable Class A and Class B common stock (2,002,317) 3,250,859 Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B common stock 7,245,000 7,245,000 Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock $ (0.28) $ 0.45 | The following table reflects the calculation of basic and diluted net loss per share of common stock (in dollars, except per share amounts): Twelve Months 2022 2021 Class A common stock subject to possible redemption Numerator: Income attributable to Class A common stock subject to possible redemption Net income $ 11,937,823 $ — Denominator: Weighted average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 22,604,795 — Basic and diluted net income per share, Class A common stock subject to possible redemption $ 0.53 $ — Non-Redeemable Class B common stock Numerator: Income attributable to non-redeemable Class B common stock Net income (loss) $ 3,826,158 $ (22,252) Denominator: Weighted average non-redeemable Class B common stock Basic and diluted weighted average shares outstanding, non-redeemable Class B common stock 7,245,000 6,300,000 Basic and diluted net income (loss) per share, non-redeemable Class B common stock $ 0.53 $ 0.00 |
Schedule of Antidilutive Securitie | 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): Twelve Weeks Ended Twenty-Four Weeks Ended October 15, 2023 October 9, 2022 October 15, 2023 Stock options 2,850 2,256 2,850 Preferred stock (as converted to common shares) 12,383 10,204 12,383 Convertible debt (as converted to common shares) 513 507 513 Contingently issuable warrants 76 — 76 Warrants 105 105 105 Total common stock equivalents 15,927 13,072 15,927 Fiscal Year 2023 Fiscal Year 2022 Fiscal Year 2021 Stock options 2,284 2,144 2,268 Preferred stock (as converted to common shares) 10,204 10,086 9,586 Convertible debt (as converted to common shares) 500 500 — Warrants 105 131 187 Total common stock equivalents 13,093 12,861 12,040 |
UNAUDITED DESCRIPTION OF ORGA_2
UNAUDITED DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS - Banyan 10Q (Details) | 9 Months Ended | 10 Months Ended | 12 Months Ended | ||||||||||||
Apr. 21, 2023 USD ($) $ / shares shares | Jan. 24, 2022 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) item $ / shares shares | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) $ / shares shares | Apr. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) item $ / shares shares | Apr. 24, 2022 USD ($) $ / shares shares | Apr. 25, 2021 USD ($) shares | Oct. 15, 2023 $ / shares shares | Jul. 23, 2023 shares | Oct. 09, 2022 shares | Jul. 17, 2022 shares | Apr. 26, 2020 $ / shares shares | ||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||||||||||||
Proceeds from sale of private placement warrants | $ | $ 3,758,000 | $ 56,000 | $ 0 | ||||||||||||
Temporary equity, shares outstanding (in shares) | shares | 10,203,945 | 10,085,612 | 9,585,612 | 11,054,593 | 10,999,393 | 10,203,945 | 10,203,945 | 9,310,612 | |||||||
Common stock, shares issued | shares | 6,178,962 | 6,167,254 | 6,178,962 | ||||||||||||
Common stock, shares outstanding | shares | 6,178,962 | 6,167,254 | 6,178,962 | ||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||
BANYAN ACQUISITION CORPORATION | |||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||||||||||||
Condition for future business combination number of businesses minimum | item | 1 | 1 | |||||||||||||
Proceeds from sale of private placement warrants | $ | $ 11,910,000 | $ 11,910,000 | |||||||||||||
Investment maturity period | 180 days | ||||||||||||||
Business combination extension option | 8 months | ||||||||||||||
Payments from trust account to redeem shares | $ | $ 42,423,610 | ||||||||||||||
Excise tax liability | $ | $ 2,100,318 | ||||||||||||||
Percentage of excise tax liability on shares redeemed | 1% | ||||||||||||||
Operating cash | $ | $ 304,554 | $ 54,057 | 510,893 | ||||||||||||
Working capital (deficit) | $ | $ 6,289,130 | $ 454,877 | |||||||||||||
Aggregate purchase price | $ | [1] | $ 25,000 | |||||||||||||
Months to complete acquisition | 15 months | ||||||||||||||
Extension period to complete acquisition | 21 months | ||||||||||||||
Class B common stock | |||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||||||||||||
Converted common stock | shares | 2,000,000 | ||||||||||||||
Class B common stock | BANYAN ACQUISITION CORPORATION | |||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||||||||||||
Conversion ratio | 1 | ||||||||||||||
Temporary equity, shares outstanding (in shares) | shares | 1,018,750 | ||||||||||||||
Converted common stock | shares | 2,000,000 | ||||||||||||||
Common stock, shares issued | shares | 5,245,000 | 5,245,000 | 7,245,000 | 7,245,000 | |||||||||||
Common stock, shares outstanding | shares | 5,245,000 | 5,245,000 | 7,245,000 | 7,245,000 | |||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Class A common stock | BANYAN ACQUISITION CORPORATION | |||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||||||||||||
Number of common shares, shareholders exercised their right to redeem | shares | 20,151,313 | ||||||||||||||
Price per public share | $ / shares | $ 10.42 | ||||||||||||||
Payments from trust account to redeem shares | $ | $ 210,031,815 | ||||||||||||||
Common stock, shares issued | shares | 5,998,687 | 2,000,000 | 0 | 0 | |||||||||||
Common stock, shares outstanding | shares | 5,998,687 | 2,000,000 | 0 | 0 | |||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Trust Account | BANYAN ACQUISITION CORPORATION | |||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||||||||||||
Purchase price, per unit | $ / shares | $ 10.20 | ||||||||||||||
Gross proceeds from initial public offering | $ | $ 246,330,000 | ||||||||||||||
Initial Public Offering | BANYAN ACQUISITION CORPORATION | |||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||||||||||||
Issuance of units in IPO (in shares) | shares | 24,150,000 | ||||||||||||||
Purchase price, per unit | $ / shares | $ 10 | ||||||||||||||
Gross proceeds from initial public offering | $ | $ 241,500,000 | ||||||||||||||
Investment maturity period | 180 days | ||||||||||||||
Initial Public Offering | Trust Account | BANYAN ACQUISITION CORPORATION | |||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||||||||||||
Purchase price, per unit | $ / shares | $ 10.20 | ||||||||||||||
Gross proceeds from initial public offering | $ | $ 246,330,000 | ||||||||||||||
Private Placement | Private Placement Warrants | BANYAN ACQUISITION CORPORATION | |||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||||||||||||
Sale of private placement warrants (in shares) | shares | 11,910,000 | ||||||||||||||
Price of warrant | $ / shares | $ 1 | ||||||||||||||
Proceeds from sale of private placement warrants | $ | $ 11,910,000 | ||||||||||||||
Sponsor | Class B common stock | BANYAN ACQUISITION CORPORATION | |||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||||||||||||
Aggregate purchase price | $ | $ 25,000 | $ 25,000 | |||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||
Sponsor | Private Placement | Private Placement Warrants | BANYAN ACQUISITION CORPORATION | |||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||||||||||||
Sale of private placement warrants (in shares) | shares | 11,910,000 | ||||||||||||||
Price of warrant | $ / shares | $ 1 | ||||||||||||||
Proceeds from sale of private placement warrants | $ | $ 11,910,000 | ||||||||||||||
[1] Includes 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 underwriters. 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. |
UNAUDITED SUMMARY OF SIGNIFIC_4
UNAUDITED SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||
Apr. 21, 2023 USD ($) shares | Jan. 24, 2022 USD ($) | Sep. 30, 2023 USD ($) shares | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Sep. 30, 2023 USD ($) shares | Dec. 31, 2022 USD ($) shares | Oct. 15, 2023 USD ($) shares | Jul. 23, 2023 USD ($) shares | Apr. 30, 2023 USD ($) shares | Oct. 09, 2022 USD ($) shares | Jul. 17, 2022 USD ($) shares | Apr. 24, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Apr. 25, 2021 USD ($) shares | Apr. 26, 2020 USD ($) shares | |
Temporary equity, carrying amount | $ 75,262,000 | $ 73,488,000 | $ 53,468,000 | $ 53,468,000 | $ 53,468,000 | $ 52,218,000 | $ 44,718,000 | $ 42,018,000 | |||||||||||
Class A common stock subject to possible redemption, outstanding (in shares) | shares | 11,054,593 | 10,999,393 | 10,203,945 | 10,203,945 | 10,203,945 | 10,085,612 | 9,585,612 | 9,310,612 | |||||||||||
Class A common stock subject to possible redemption, issued (in shares) | shares | 11,054,593 | 10,203,945 | |||||||||||||||||
Unrecognized tax benefits | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||||||||
Unrecognized tax benefits accrued for penalty | 30,821 | 30,821 | |||||||||||||||||
BANYAN ACQUISITION CORPORATION | |||||||||||||||||||
Operating cash | 304,554 | 304,554 | $ 510,893 | $ 54,057 | |||||||||||||||
Cash equivalents | 0 | $ 0 | 0 | $ 0 | |||||||||||||||
Temporary equity, accretion to redemption value | 233,048 | $ 1,082,415 | $ 813,105 | $ 1,299,483 | $ 353,852 | $ 65,397 | (3,996,857) | ||||||||||||
Unrecognized tax benefits | 0 | ||||||||||||||||||
Additional Paid-In Capital | BANYAN ACQUISITION CORPORATION | |||||||||||||||||||
Offering costs | $ 14,647,648 | ||||||||||||||||||
Accumulated Deficit | BANYAN ACQUISITION CORPORATION | |||||||||||||||||||
Offering costs | 500,307 | ||||||||||||||||||
Temporary equity, accretion to redemption value | $ 233,048 | 1,082,415 | 813,105 | $ 1,299,483 | $ 353,852 | 65,397 | (3,996,857) | ||||||||||||
Initial Public Offering | BANYAN ACQUISITION CORPORATION | |||||||||||||||||||
Transaction costs | 15,147,955 | ||||||||||||||||||
Underwriting fees | 4,830,000 | ||||||||||||||||||
Deferred underwriting fees | 9,660,000 | ||||||||||||||||||
Offering costs | 657,955 | ||||||||||||||||||
Temporary equity, accretion to redemption value | 26,976,223 | ||||||||||||||||||
Initial Public Offering | Additional Paid-In Capital | BANYAN ACQUISITION CORPORATION | |||||||||||||||||||
Temporary equity, accretion to redemption value | 4,528,638 | ||||||||||||||||||
Initial Public Offering | Accumulated Deficit | BANYAN ACQUISITION CORPORATION | |||||||||||||||||||
Temporary equity, accretion to redemption value | $ 22,447,585 | ||||||||||||||||||
Class A Common Stock Subject to Possible Redemption | |||||||||||||||||||
Class A common stock subject to possible redemption, outstanding (in shares) | shares | 3,998,687 | 3,998,687 | |||||||||||||||||
Class A Common Stock Subject to Possible Redemption | BANYAN ACQUISITION CORPORATION | |||||||||||||||||||
Number of shares redeemed | shares | 20,151,313 | ||||||||||||||||||
Value of shares redeemed | $ (210,031,815) | (210,031,815) | $ (210,031,815) | ||||||||||||||||
Temporary equity, carrying amount | $ 3,998,687 | $ 42,423,610 | $ 42,190,562 | $ 251,139,962 | $ 42,423,610 | $ 250,326,857 | |||||||||||||
Class A common stock subject to possible redemption, outstanding (in shares) | shares | 3,998,687 | 3,998,687 | 24,150,000 | 0 | |||||||||||||||
Class A common stock subject to possible redemption, issued (in shares) | shares | 3,998,687 | 3,998,687 | 24,150,000 | 0 | |||||||||||||||
Temporary equity, accretion to redemption value | 26,976,223 | ||||||||||||||||||
Additional remeasurement | $ 6,125,425 | $ 3,996,857 | |||||||||||||||||
Class A Common Stock Subject to Possible Redemption | Additional Paid-In Capital | BANYAN ACQUISITION CORPORATION | |||||||||||||||||||
Temporary equity, accretion to redemption value | 4,528,638 | ||||||||||||||||||
Class A Common Stock Subject to Possible Redemption | Accumulated Deficit | BANYAN ACQUISITION CORPORATION | |||||||||||||||||||
Temporary equity, accretion to redemption value | $ 22,447,585 | ||||||||||||||||||
Class A Common Stock Subject to Possible Redemption | Initial Public Offering | BANYAN ACQUISITION CORPORATION | |||||||||||||||||||
Temporary equity, accretion to redemption value | (26,976,223) | ||||||||||||||||||
Class A Common Stock Subject to Possible Redemption | Initial Public Offering | Additional Paid-In Capital | BANYAN ACQUISITION CORPORATION | |||||||||||||||||||
Temporary equity, accretion to redemption value | (4,528,638) | ||||||||||||||||||
Class A Common Stock Subject to Possible Redemption | Initial Public Offering | Accumulated Deficit | BANYAN ACQUISITION CORPORATION | |||||||||||||||||||
Temporary equity, accretion to redemption value | $ (22,447,585) | ||||||||||||||||||
Class B common stock | |||||||||||||||||||
Converted common stock | shares | 2,000,000 | ||||||||||||||||||
Stock split ratio | 1 | ||||||||||||||||||
Class B common stock | BANYAN ACQUISITION CORPORATION | |||||||||||||||||||
Class A common stock subject to possible redemption, outstanding (in shares) | shares | 1,018,750 | ||||||||||||||||||
Converted common stock | shares | 2,000,000 |
UNAUDITED SUMMARY OF SIGNIFIC_5
UNAUDITED SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Common stock subject to possible redemption (Details) - Class A Common Stock Subject to Possible Redemption - BANYAN ACQUISITION CORPORATION - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Apr. 21, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Gross proceeds from initial public offering | $ 241,500,000 | |||||
Fair value allocated to public warrants | (7,498,575) | |||||
Offering costs allocated to Class A common stock subject to possible redemption | (14,647,648) | |||||
Remeasurement on Class A common stock subject to possible redemption | $ 233,048 | $ 1,082,415 | $ 813,105 | 30,973,080 | ||
Redemption of Class A common stock | $ (210,031,815) | (210,031,815) | $ (210,031,815) | |||
Beginning balance | 42,190,562 | 251,139,962 | 250,326,857 | 250,326,857 | ||
Ending balance | $ 3,998,687 | $ 42,423,610 | $ 42,190,562 | $ 251,139,962 | $ 42,423,610 | $ 250,326,857 |
UNAUDITED SUMMARY OF SIGNIFIC_6
UNAUDITED SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Calculation of basic and diluted net loss per share of common stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 5 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Oct. 15, 2023 | Jul. 23, 2023 | Oct. 09, 2022 | Jul. 17, 2022 | Oct. 15, 2023 | Oct. 09, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Apr. 30, 2023 | Apr. 24, 2022 | Apr. 25, 2021 | |
Net (loss) income | $ (7,283) | $ (3,046) | $ (3,390) | $ 5,035 | $ (10,329) | $ 1,645 | $ (7,525) | $ (9,917) | $ (29,998) | ||
Weighted average common shares outstanding, basic (in shares) | 6,535,000 | 6,168,000 | 6,550,000 | 6,168,000 | 6,210,000 | 6,108,000 | 6,079,000 | ||||
Weighted average common shares outstanding, diluted (in shares) | 6,535,000 | 6,168,000 | 6,550,000 | 16,992,000 | 6,210,000 | 6,108,000 | 6,079,000 | ||||
Earnings (loss) per share, basic (in dollars per share) | $ (1.17) | $ (0.55) | $ (1.87) | $ 0.27 | $ (1.21) | $ (1.62) | $ (4.93) | ||||
Earnings (loss) per share, diluted (in dollars per share) | $ (1.17) | $ (0.55) | $ (1.87) | $ 0.10 | $ (1.21) | $ (1.62) | $ (4.93) | ||||
Non-redeemable Class A and Class B common stock | |||||||||||
Weighted average common shares outstanding, diluted (in shares) | 7,245,000 | 7,245,000 | |||||||||
Earnings (loss) per share, diluted (in dollars per share) | $ (0.28) | $ 0.45 |
UNAUDITED INITIAL PUBLIC OFFE_2
UNAUDITED INITIAL PUBLIC OFFERING (Details) - $ / shares | Jan. 24, 2022 | Oct. 15, 2023 | Apr. 30, 2023 | Apr. 24, 2022 | Apr. 25, 2021 | Apr. 26, 2020 |
INITIAL PUBLIC OFFERING | ||||||
Exercise price of warrant | $ 1.19 | $ 1.31 | $ 4.49 | $ 3.45 | $ 3.45 | |
BANYAN ACQUISITION CORPORATION | ||||||
INITIAL PUBLIC OFFERING | ||||||
Number of shares issuable per warrant | 1 | |||||
Investment maturity period | 180 days | |||||
Trust Account | BANYAN ACQUISITION CORPORATION | ||||||
INITIAL PUBLIC OFFERING | ||||||
Purchase price, per unit | $ 10.20 | |||||
Initial Public Offering | BANYAN ACQUISITION CORPORATION | ||||||
INITIAL PUBLIC OFFERING | ||||||
Number of units sold | 24,150,000 | |||||
Purchase price, per unit | $ 10 | |||||
Number of warrants in a unit | 0.5 | |||||
Investment maturity period | 180 days | |||||
Initial Public Offering | Trust Account | BANYAN ACQUISITION CORPORATION | ||||||
INITIAL PUBLIC OFFERING | ||||||
Purchase price, per unit | $ 10.20 | |||||
Initial Public Offering | Class A common stock | BANYAN ACQUISITION CORPORATION | ||||||
INITIAL PUBLIC OFFERING | ||||||
Number of shares in a unit | 1 | |||||
Initial Public Offering | Public Warrants | BANYAN ACQUISITION CORPORATION | ||||||
INITIAL PUBLIC OFFERING | ||||||
Number of warrants in a unit | 0.5 | |||||
Initial Public Offering | Public Warrants | Class A common stock | BANYAN ACQUISITION CORPORATION | ||||||
INITIAL PUBLIC OFFERING | ||||||
Number of shares issuable per warrant | 1 | |||||
Exercise price of warrant | $ 11.50 |
UNAUDITED PRIVATE PLACEMENT (De
UNAUDITED PRIVATE PLACEMENT (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||||||
Jan. 24, 2022 | Sep. 30, 2022 | Apr. 30, 2023 | Dec. 31, 2022 | Apr. 24, 2022 | Apr. 25, 2021 | Oct. 15, 2023 | Apr. 26, 2020 | |
PRIVATE PLACEMENT | ||||||||
Aggregate purchase price | $ 3,758,000 | $ 56,000 | $ 0 | |||||
Exercise price of warrant | $ 1.31 | $ 4.49 | $ 3.45 | $ 1.19 | $ 3.45 | |||
BANYAN ACQUISITION CORPORATION | ||||||||
PRIVATE PLACEMENT | ||||||||
Aggregate purchase price | $ 11,910,000 | $ 11,910,000 | ||||||
Number of shares per warrant | 1 | |||||||
BANYAN ACQUISITION CORPORATION | Private Placement | Private Placement Warrants | ||||||||
PRIVATE PLACEMENT | ||||||||
Number of warrants to purchase shares issued | 11,910,000 | |||||||
Price of warrants | $ 1 | |||||||
Aggregate purchase price | $ 11,910,000 | |||||||
Number of shares per warrant | 1 | |||||||
Exercise price of warrant | $ 11.50 |
UNAUDITED RELATED PARTY TRANS_2
UNAUDITED RELATED PARTY TRANSACTIONS - Founder Shares (Details) | 1 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | |||||
Sep. 26, 2023 shares | Jan. 19, 2022 shares | Nov. 30, 2021 shares | Jan. 19, 2021 shares | Mar. 31, 2021 USD ($) shares | Sep. 30, 2023 USD ($) D $ / shares | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) D $ / shares | ||
RELATED PARTY TRANSACTIONS | |||||||||
Number of shares issued during the period | 5,000,000 | ||||||||
BANYAN ACQUISITION CORPORATION | |||||||||
RELATED PARTY TRANSACTIONS | |||||||||
Aggregate purchase price | $ | [1] | $ 25,000 | |||||||
Class B common stock | BANYAN ACQUISITION CORPORATION | |||||||||
RELATED PARTY TRANSACTIONS | |||||||||
Number of shares issued during the period | 345,000 | 1,725,000 | 345,000 | ||||||
Sponsor | Class B common stock | BANYAN ACQUISITION CORPORATION | |||||||||
RELATED PARTY TRANSACTIONS | |||||||||
Aggregate purchase price | $ | $ 25,000 | $ 25,000 | |||||||
Founder Shares | Sponsor | Class B common stock | BANYAN ACQUISITION CORPORATION | |||||||||
RELATED PARTY TRANSACTIONS | |||||||||
Number of shares issued during the period | 345,000 | 8,625,000 | |||||||
Aggregate purchase price | $ | $ 25,000 | ||||||||
Number of shares forfeited | 1,725,000 | ||||||||
Aggregate number of shares owned | 6,900,000 | ||||||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 23% | 23% | |||||||
Restrictions on transfer period of time after business combination completion | 1 year | 1 year | |||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | $ 12 | |||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | 20 | |||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | 30 | |||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | 150 days | |||||||
Founder Shares | Sponsor | Class B common stock | Directors, executive officers, special advisor and other third parties | BANYAN ACQUISITION CORPORATION | |||||||||
RELATED PARTY TRANSACTIONS | |||||||||
Number of shares issued during the period | 142,500 | ||||||||
[1] Includes 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 underwriters. 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. |
UNAUDITED RELATED PARTY TRANS_3
UNAUDITED RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2023 | Dec. 31, 2022 | Oct. 15, 2023 | Jun. 01, 2023 | Apr. 30, 2023 | Apr. 24, 2022 | Jan. 24, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Apr. 26, 2020 | |
RELATED PARTY TRANSACTIONS | ||||||||||
Par value of common stock | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
BANYAN ACQUISITION CORPORATION | ||||||||||
RELATED PARTY TRANSACTIONS | ||||||||||
Outstanding balance of related party note | $ 289,425 | |||||||||
Number of shares issuable per warrant | 1 | |||||||||
Class A common stock | BANYAN ACQUISITION CORPORATION | ||||||||||
RELATED PARTY TRANSACTIONS | ||||||||||
Par value of common stock | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Promissory Note with Related Party | BANYAN ACQUISITION CORPORATION | ||||||||||
RELATED PARTY TRANSACTIONS | ||||||||||
Maximum borrowing capacity of related party transaction | $ 300,000 | |||||||||
Outstanding balance of related party note | $ 289,425 | |||||||||
Support Services Agreement | BANYAN ACQUISITION CORPORATION | ||||||||||
RELATED PARTY TRANSACTIONS | ||||||||||
Expenses per month | $ 10,000 | $ 10,000 | ||||||||
Related Party Loans | Working capital loans warrant | BANYAN ACQUISITION CORPORATION | ||||||||||
RELATED PARTY TRANSACTIONS | ||||||||||
Maximum borrowing capacity of related party transaction | 1,500,000 | 1,800,000 | ||||||||
Aggregate amount of working capital loans | 4,830,000 | |||||||||
Outstanding balance of related party note | $ 506,000 | $ 0 | $ 0 | |||||||
Price of warrant | $ 1 | $ 1 | ||||||||
Convertible Promissory Notes - Related Parties | BANYAN ACQUISITION CORPORATION | ||||||||||
RELATED PARTY TRANSACTIONS | ||||||||||
Maximum borrowing capacity of related party transaction | $ 2,000,000 | |||||||||
Outstanding balance of related party note | $ 506,000 | $ 0 | ||||||||
Maximum amount of loan convertible into warrants | $ 1,500,000 | |||||||||
Price of warrant | $ 1 | |||||||||
Convertible Promissory Notes - Related Parties | Class A common stock | BANYAN ACQUISITION CORPORATION | ||||||||||
RELATED PARTY TRANSACTIONS | ||||||||||
Number of shares issuable per warrant | 1 | |||||||||
Par value of common stock | $ 0.0001 |
UNAUDITED STOCKHOLDERS' (DEFI_2
UNAUDITED STOCKHOLDERS' (DEFICIT) EQUITY - Common Stock Shares (Details) | 1 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | ||||||||||||||
Sep. 26, 2023 shares | Apr. 21, 2023 shares | Jan. 19, 2022 shares | Nov. 30, 2021 shares | Jan. 19, 2021 shares | Mar. 31, 2021 USD ($) shares | Sep. 30, 2023 Vote $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2022 Vote $ / shares shares | Oct. 15, 2023 $ / shares shares | Jul. 23, 2023 shares | Apr. 30, 2023 $ / shares shares | Oct. 09, 2022 shares | Jul. 17, 2022 shares | Apr. 24, 2022 $ / shares shares | Apr. 25, 2021 shares | Apr. 26, 2020 $ / shares shares | ||
STOCKHOLDERS' (DEFICIT) EQUITY | ||||||||||||||||||
Common stock, shares authorized (in shares) | 35,000,000 | 20,000,000 | ||||||||||||||||
Par value of common stock | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||
Common stock, shares issued (in shares) | 6,178,962 | 6,178,962 | 6,167,254 | |||||||||||||||
Common stock, shares outstanding (in shares) | 6,178,962 | 6,178,962 | 6,167,254 | |||||||||||||||
Class A common stock subject to possible redemption, outstanding (in shares) | 11,054,593 | 10,999,393 | 10,203,945 | 10,203,945 | 10,203,945 | 10,085,612 | 9,585,612 | 9,310,612 | ||||||||||
Number of shares issued during the period | 5,000,000 | |||||||||||||||||
BANYAN ACQUISITION CORPORATION | ||||||||||||||||||
STOCKHOLDERS' (DEFICIT) EQUITY | ||||||||||||||||||
Aggregate purchase price | $ | [1] | $ 25,000 | ||||||||||||||||
Class A common stock | BANYAN ACQUISITION CORPORATION | ||||||||||||||||||
STOCKHOLDERS' (DEFICIT) EQUITY | ||||||||||||||||||
Common stock, shares authorized (in shares) | 240,000,000 | 240,000,000 | 240,000,000 | |||||||||||||||
Par value of common stock | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||
Common stock, votes per share | Vote | 1 | 1 | ||||||||||||||||
Number of shares issued on conversion | 2,000,000 | |||||||||||||||||
Common stock, shares issued (in shares) | 5,998,687 | 2,000,000 | 0 | 0 | ||||||||||||||
Common stock, shares outstanding (in shares) | 5,998,687 | 2,000,000 | 0 | 0 | ||||||||||||||
Class A Common Stock Subject to Possible Redemption | ||||||||||||||||||
STOCKHOLDERS' (DEFICIT) EQUITY | ||||||||||||||||||
Class A common stock subject to possible redemption, outstanding (in shares) | 3,998,687 | |||||||||||||||||
Class A Common Stock Subject to Possible Redemption | BANYAN ACQUISITION CORPORATION | ||||||||||||||||||
STOCKHOLDERS' (DEFICIT) EQUITY | ||||||||||||||||||
Number of shares redeemed | 20,151,313 | |||||||||||||||||
Class A common stock subject to possible redemption, outstanding (in shares) | 3,998,687 | 0 | 24,150,000 | |||||||||||||||
Class B common stock | ||||||||||||||||||
STOCKHOLDERS' (DEFICIT) EQUITY | ||||||||||||||||||
Number of shares converted | 2,000,000 | |||||||||||||||||
Class B common stock | BANYAN ACQUISITION CORPORATION | ||||||||||||||||||
STOCKHOLDERS' (DEFICIT) EQUITY | ||||||||||||||||||
Common stock, shares authorized (in shares) | 60,000,000 | 60,000,000 | 60,000,000 | |||||||||||||||
Par value of common stock | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||
Common stock, votes per share | Vote | 1 | 1 | ||||||||||||||||
Number of shares converted | 2,000,000 | |||||||||||||||||
Conversion ratio | 1 | |||||||||||||||||
Common stock, shares issued (in shares) | 5,245,000 | 5,245,000 | 7,245,000 | 7,245,000 | ||||||||||||||
Common stock, shares outstanding (in shares) | 5,245,000 | 5,245,000 | 7,245,000 | 7,245,000 | ||||||||||||||
Class A common stock subject to possible redemption, outstanding (in shares) | 1,018,750 | |||||||||||||||||
Ratio to be applied to the stock in the conversion | 23% | 23% | ||||||||||||||||
Number of shares issued during the period | 345,000 | 1,725,000 | 345,000 | |||||||||||||||
Class B common stock | Sponsor | BANYAN ACQUISITION CORPORATION | ||||||||||||||||||
STOCKHOLDERS' (DEFICIT) EQUITY | ||||||||||||||||||
Number of shares issued during the period | 345,000 | 8,625,000 | ||||||||||||||||
Aggregate purchase price | $ | $ 25,000 | |||||||||||||||||
Number of shares forfeited | 1,725,000 | |||||||||||||||||
Class B common stock | Directors, executive officers, special advisor and other third parties | Sponsor | BANYAN ACQUISITION CORPORATION | ||||||||||||||||||
STOCKHOLDERS' (DEFICIT) EQUITY | ||||||||||||||||||
Number of shares issued during the period | 142,500 | |||||||||||||||||
[1] Includes 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 underwriters. 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. |
UNAUDITED WARRANT LIABILITY (De
UNAUDITED WARRANT LIABILITY (Details) | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2023 D $ / shares shares | Dec. 31, 2022 D $ / shares shares | Oct. 15, 2023 shares | Apr. 30, 2023 shares | Apr. 24, 2022 shares | Apr. 25, 2021 shares | Apr. 26, 2020 shares | |
WARRANT LIABILITY | |||||||
Warrants outstanding (in shares) | shares | 532,179 | 483,649 | 131,006 | 186,797 | 186,797 | ||
BANYAN ACQUISITION CORPORATION | |||||||
WARRANT LIABILITY | |||||||
Warrants outstanding (in shares) | shares | 23,985,000 | 23,985,000 | |||||
Warrants exercisable term from the closing of the public offering | 12 months | 12 months | |||||
Warrants exercisable term from the completion of business combination | 30 days | 30 days | |||||
Threshold period for filling registration statement after business combination | 60 days | 60 days | |||||
Threshold period for filling registration statement within number of days of business combination | 60 days | 60 days | |||||
Threshold trading days for calculating volume weighted average trading price | D | 20 | 20 | |||||
Threshold issue price for capital raising purposes in connection with closing of business combination | $ 9.20 | $ 9.20 | |||||
Adjustment of exercise price of warrants based on market value (as a percent) | 115% | 115% | |||||
Percentage of adjustment of redemption price of stock based on market value | 180% | 180% | |||||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | 30 days | |||||
Percentage of gross proceeds on total equity proceeds | 60% | 60% | |||||
Public Warrants | BANYAN ACQUISITION CORPORATION | |||||||
WARRANT LIABILITY | |||||||
Warrants outstanding (in shares) | shares | 12,075,000 | 12,075,000 | |||||
Warrants exercisable term from the closing of the public offering | 20 days | 20 days | |||||
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | BANYAN ACQUISITION CORPORATION | |||||||
WARRANT LIABILITY | |||||||
Price per shares of common stock (in dollars per share) | $ 18 | ||||||
Threshold consecutive trading days for redemption of public warrants | D | 30 | ||||||
Public Warrants | Redemption Of Warrant Price Per Share Equals Or Exceeds10.00 | BANYAN ACQUISITION CORPORATION | |||||||
WARRANT LIABILITY | |||||||
Price per shares of common stock (in dollars per share) | $ 10 | $ 10 | |||||
Redemption price per public warrant (in dollars per share) | $ 0.10 | $ 0.10 | |||||
Minimum threshold written notice period for redemption of public warrants | 30 days | 30 days | |||||
Threshold trading days for redemption of public warrants | 20 days | 20 days | |||||
Threshold consecutive trading days for redemption of public warrants | D | 30 | 30 | |||||
Class of warrant or right redemption of warrants or rights threshold trading days before sending notice of redemption of warrants | 3 days | 3 days | |||||
Stock price trigger for redemption of public warrants | $ 10 | $ 10 | |||||
Public Warrants | Redemption Of Warrant Price Per Share Less Than 18.00 | BANYAN ACQUISITION CORPORATION | |||||||
WARRANT LIABILITY | |||||||
Threshold consecutive trading days for redemption of public warrants | D | 30 | ||||||
Private Warrants | Redemption Of Warrant Price Per Share Less Than 18.00 | BANYAN ACQUISITION CORPORATION | |||||||
WARRANT LIABILITY | |||||||
Redemption price per public warrant (in dollars per share) | $ 18 | $ 18 | |||||
Threshold trading days for redemption of public warrants | 20 days | 20 days | |||||
Threshold consecutive trading days for redemption of public warrants | D | 30 | ||||||
Class of warrant or right redemption of warrants or rights threshold trading days before sending notice of redemption of warrants | 3 days | 3 days | |||||
Private Warrants | Private Placement Warrants | BANYAN ACQUISITION CORPORATION | |||||||
WARRANT LIABILITY | |||||||
Warrants outstanding (in shares) | shares | 11,910,000 | 11,910,000 |
UNAUDITED COMMITMENTS AND CON_2
UNAUDITED COMMITMENTS AND CONTINGENCIES (Details) | 9 Months Ended | 12 Months Ended | ||||||||||||||
Sep. 26, 2023 USD ($) D $ / shares shares | Jun. 23, 2023 USD ($) $ / shares | Jun. 19, 2023 USD ($) | Jan. 24, 2022 shares | Jan. 19, 2022 shares | Nov. 30, 2021 shares | Jan. 19, 2021 shares | Sep. 30, 2023 USD ($) D item $ / shares shares | Dec. 31, 2022 USD ($) D item $ / shares | Oct. 15, 2023 $ / shares | Sep. 25, 2023 USD ($) | Jun. 22, 2023 USD ($) | Apr. 30, 2023 $ / shares | Apr. 24, 2022 $ / shares | Dec. 31, 2021 USD ($) $ / shares | Apr. 26, 2020 $ / shares | |
COMMITMENTS AND CONTINGENCIES | ||||||||||||||||
Par value of common stock | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||
Number of shares issued during the period | shares | 5,000,000 | |||||||||||||||
BANYAN ACQUISITION CORPORATION | ||||||||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||||||||
Maximum number of demands for registration of securities | item | 3 | 3 | ||||||||||||||
Underwriting cash discount per unit | $ / shares | $ 0.20 | $ 0.20 | ||||||||||||||
Aggregate underwriter cash discount | $ | $ 4,830,000 | $ 4,830,000 | ||||||||||||||
Deferred fee per unit | $ / shares | $ 0.40 | $ 0.40 | ||||||||||||||
Aggregate deferred underwriting fee payable | $ | $ 9,660,000 | $ 9,660,000 | ||||||||||||||
Total compensation from deferred underwriting commission plus the capital markets advisory fee | $ | $ 3,622,500 | $ 3,622,500 | ||||||||||||||
Accrued offering costs | $ | $ 364,557 | |||||||||||||||
Threshold trading days for calculating volume weighted average trading price | D | 20 | 20 | ||||||||||||||
Placement Agent Agreement | BANYAN ACQUISITION CORPORATION | ||||||||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||||||||
Placement fee as a percent of total transaction consideration | 5% | |||||||||||||||
Placement agent fees accrued | $ | $ 0 | |||||||||||||||
Placement Agent Agreement | William Blair | BANYAN ACQUISITION CORPORATION | ||||||||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||||||||
Success Fee | $ | $ 4,000,000 | |||||||||||||||
Business Combination Agreement | BANYAN ACQUISITION CORPORATION | ||||||||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||||||||
Par value of common stock | $ / shares | $ 0.0001 | |||||||||||||||
Business Combination Agreement | Pinstripes | BANYAN ACQUISITION CORPORATION | ||||||||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||||||||
Par value of common stock | $ / shares | $ 0.01 | |||||||||||||||
Pre-money equity value | $ | $ 379,366,110 | $ 429,000,000 | $ 429,000,000 | |||||||||||||
Price per shares of common stock (in dollars per share) | $ / shares | $ 10 | |||||||||||||||
Exchange ratio of shares | 2.5 | |||||||||||||||
Class A common stock | BANYAN ACQUISITION CORPORATION | ||||||||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||||||||
Par value of common stock | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Class A common stock | Non-Redemption Agreements | BANYAN ACQUISITION CORPORATION | ||||||||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||||||||
Non-redemption of shares | shares | 4,075,000 | |||||||||||||||
Class B common stock | BANYAN ACQUISITION CORPORATION | ||||||||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||||||||
Par value of common stock | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Number of shares issued during the period | shares | 345,000 | 1,725,000 | 345,000 | |||||||||||||
Class B common stock | Business Combination Agreement | Pinstripes | BANYAN ACQUISITION CORPORATION | ||||||||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||||||||
Number of shares issued during the period | shares | 5 | |||||||||||||||
Class B common stock | Non-Redemption Agreements | BANYAN ACQUISITION CORPORATION | ||||||||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||||||||
Price per shares of common stock (in dollars per share) | $ / shares | $ 0.88 | |||||||||||||||
Accrued offering costs | $ | $ 892,911 | |||||||||||||||
Number of shares agreed to be transferred by sponsor | shares | 1,018,750 | |||||||||||||||
Aggregate fair value of stock transferrable to unaffiliated third parties | $ | $ 893,000 | |||||||||||||||
Series I Convertible Preferred Stock | Securities purchase agreement | Pinstripes | BANYAN ACQUISITION CORPORATION | ||||||||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||||||||
Amount of bridge financing to be provided | $ | 18,000,000 | |||||||||||||||
Amount of additional bridge financing to be provided. | $ | $ 3,266,200 | |||||||||||||||
Series B-1 common stock | Business Combination Agreement | Pinstripes | BANYAN ACQUISITION CORPORATION | ||||||||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||||||||
Par value of common stock | $ / shares | $ 0.0001 | |||||||||||||||
Number of shares issued during the period | shares | 2,500,000 | |||||||||||||||
Percentage of earnout Shares shall be issued | 50% | |||||||||||||||
Volume weighted average share price | $ / shares | $ 12 | |||||||||||||||
Threshold trading days for calculating volume weighted average trading price | D | 20 | |||||||||||||||
Threshold consecutive trading days for calculating volume weighted average trading price | D | 30 | |||||||||||||||
Commencement period after the closing of the Business Combination for stock equals or exceeds $12.00 per share for any 20 trading days within any consecutive 30-trading day period | 5 months | |||||||||||||||
Series B-2 common stock | Business Combination Agreement | Pinstripes | BANYAN ACQUISITION CORPORATION | ||||||||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||||||||
Par value of common stock | $ / shares | $ 0.0001 | |||||||||||||||
Number of shares issued during the period | shares | 2,500,000 | |||||||||||||||
Percentage of earnout Shares shall be issued | 50% | |||||||||||||||
Volume weighted average share price | $ / shares | $ 14 | |||||||||||||||
Threshold trading days for calculating volume weighted average trading price | D | 20 | |||||||||||||||
Threshold consecutive trading days for calculating volume weighted average trading price | D | 30 | |||||||||||||||
Commencement period after the closing of the Business Combination for stock equals or exceeds $12.00 per share for any 20 trading days within any consecutive 30-trading day period | 5 months | |||||||||||||||
Maximum | BANYAN ACQUISITION CORPORATION | ||||||||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||||||||
Aggregate deferred underwriting fee payable | $ | $ 9,660,000 | |||||||||||||||
Minimum | BANYAN ACQUISITION CORPORATION | ||||||||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||||||||
Aggregate deferred underwriting fee payable | $ | $ 3,622,500 | |||||||||||||||
Over-allotment option | BANYAN ACQUISITION CORPORATION | ||||||||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||||||||
Underwriters option period | 45 days | |||||||||||||||
Number of units sold | shares | 3,150,000 |
UNAUDITED FAIR VALUE MEASUREM_3
UNAUDITED FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Fair value, liabilities measured on recurring basis, unobservable input reconciliation, calculation | ||||
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Change in fair value of warrant liability | |||
BANYAN ACQUISITION CORPORATION | ||||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation, calculation | ||||
Derivative warrant liabilities, Beginning balance | $ 599,875 | |||
Granted to Granite Creek | $ 14,904,213 | |||
Change in fair value | (14,304,338) | |||
Derivative warrant liabilities, Ending balance | 599,875 | |||
Warrant liability | $ 4,353,613 | 599,875 | ||
Public Warrants | BANYAN ACQUISITION CORPORATION | ||||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation, calculation | ||||
Derivative warrant liabilities, Beginning balance | 301,875 | |||
Granted to Granite Creek | 7,498,575 | |||
Change in fair value | (7,196,700) | |||
Derivative warrant liabilities, Ending balance | 301,875 | |||
Private Placement Warrants | BANYAN ACQUISITION CORPORATION | ||||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation, calculation | ||||
Derivative warrant liabilities, Beginning balance | 298,000 | |||
Granted to Granite Creek | 7,405,638 | |||
Change in fair value | (7,107,638) | |||
Derivative warrant liabilities, Ending balance | 298,000 | |||
Level 3 | BANYAN ACQUISITION CORPORATION | ||||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation, calculation | ||||
Derivative warrant liabilities, Beginning balance | 298,000 | |||
Granted to Granite Creek | 14,904,213 | |||
Transfer public warrant liability to Level 1 measurement | (7,498,575) | |||
Change in fair value | (7,107,638) | |||
Derivative warrant liabilities, Ending balance | 298,000 | |||
Level 3 | Public Warrants | BANYAN ACQUISITION CORPORATION | ||||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation, calculation | ||||
Granted to Granite Creek | 7,498,575 | |||
Transfer public warrant liability to Level 1 measurement | (7,498,575) | |||
Level 3 | Private Placement Warrants | BANYAN ACQUISITION CORPORATION | ||||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation, calculation | ||||
Derivative warrant liabilities, Beginning balance | 298,000 | |||
Granted to Granite Creek | 7,405,638 | |||
Change in fair value | (7,107,638) | |||
Derivative warrant liabilities, Ending balance | 298,000 | |||
Recurring | BANYAN ACQUISITION CORPORATION | ||||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation, calculation | ||||
Derivative warrant liabilities, Beginning balance | 5,276,500 | $ 1,052,395 | 599,875 | |
Change in fair value | (922,888) | 4,224,105 | 452,520 | |
Derivative warrant liabilities, Ending balance | 4,353,616 | 5,276,500 | 1,052,395 | 599,875 |
Warrant liability | 4,353,613 | |||
Recurring | Public Warrants | BANYAN ACQUISITION CORPORATION | ||||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation, calculation | ||||
Derivative warrant liabilities, Beginning balance | 2,656,500 | 514,395 | 301,875 | |
Change in fair value | (464,888) | 2,142,105 | 212,520 | |
Derivative warrant liabilities, Ending balance | 2,191,613 | 2,656,500 | 514,395 | 301,875 |
Recurring | Private Placement Warrants | BANYAN ACQUISITION CORPORATION | ||||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation, calculation | ||||
Derivative warrant liabilities, Beginning balance | 2,620,000 | 538,000 | 298,000 | |
Change in fair value | (458,000) | 2,082,000 | 240,000 | |
Derivative warrant liabilities, Ending balance | 2,162,000 | 2,620,000 | 538,000 | 298,000 |
Recurring | Level 3 | BANYAN ACQUISITION CORPORATION | ||||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation, calculation | ||||
Derivative warrant liabilities, Beginning balance | 2,620,000 | 538,000 | 298,000 | |
Change in fair value | (458,000) | 2,082,000 | 240,000 | |
Derivative warrant liabilities, Ending balance | 2,162,000 | 2,620,000 | 538,000 | 298,000 |
Recurring | Level 3 | Private Placement Warrants | BANYAN ACQUISITION CORPORATION | ||||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation, calculation | ||||
Derivative warrant liabilities, Beginning balance | 2,620,000 | 538,000 | 298,000 | |
Change in fair value | (458,000) | 2,082,000 | 240,000 | |
Derivative warrant liabilities, Ending balance | $ 2,162,000 | $ 2,620,000 | $ 538,000 | $ 298,000 |
UNAUDITED FAIR VALUE MEASUREM_4
UNAUDITED FAIR VALUE MEASUREMENTS - Fair Value Measurement Inputs Non-recurring (Details) - BANYAN ACQUISITION CORPORATION | Sep. 30, 2023 USD ($) $ / shares Y shares | Apr. 30, 2023 USD ($) $ / shares shares | Apr. 12, 2023 Y $ / shares | Dec. 31, 2022 item Y $ / shares | Jan. 24, 2022 $ / shares | Jan. 24, 2022 | Jan. 24, 2022 Y | Jan. 24, 2022 item |
Class B common stock | Non-Redemption Agreements | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Number of shares agreed to be transferred | shares | 1,018,750 | |||||||
Aggregate fair value of stock transferrable to unaffiliated third parties | $ | $ 893,000 | |||||||
Price per shares of common stock (in dollars per share) | $ 0.88 | |||||||
Common stock price | Class B common stock | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Derivative liability measurement input | 10.53 | |||||||
Common stock price | Private Placement Warrants | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Derivative liability measurement input | 10.21 | 9.69 | ||||||
Volatility | Class B common stock | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Derivative liability measurement input | 0.00001 | |||||||
Volatility | Private Placement Warrants | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Derivative liability measurement input | 0 | 0.1086 | 0.1086 | |||||
Risk-free rate of interest | Class B common stock | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Derivative liability measurement input | 0.0455 | |||||||
Risk-free rate of interest | Private Placement Warrants | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Derivative liability measurement input | 0.0395 | 0.0161 | 0.0161 | |||||
Term | Class B common stock | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Derivative liability measurement input | Y | 5.17 | |||||||
Term | Private Placement Warrants | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Derivative liability measurement input | Y | 5.25 | 6 | ||||||
Nonrecurring | Class B common stock | Non-Redemption Agreements | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Number of shares agreed to be transferred | shares | 1,018,750 | |||||||
Aggregate fair value of stock transferrable to unaffiliated third parties | $ | $ 893,000 | |||||||
Price per shares of common stock (in dollars per share) | $ 0.88 | |||||||
Nonrecurring | Common stock price | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Derivative liability measurement input | 10.41 | |||||||
Nonrecurring | Estimated probability of the Initial Business Combination | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Derivative liability measurement input | 0.1000 | |||||||
Nonrecurring | Volatility | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Derivative liability measurement input | 0.4000 | |||||||
Nonrecurring | Risk-free rate of interest | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Derivative liability measurement input | 0.0425 | |||||||
Nonrecurring | Term | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Derivative liability measurement input | Y | 1.50 |
UNAUDITED INCOME TAX (Details)
UNAUDITED INCOME TAX (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Oct. 15, 2023 | Sep. 30, 2023 | Oct. 09, 2022 | Sep. 30, 2022 | Oct. 15, 2023 | Oct. 09, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Apr. 30, 2023 | Dec. 31, 2022 | Apr. 24, 2022 | Dec. 31, 2021 | Apr. 25, 2021 | |
Income Tax Examination [Line Items] | |||||||||||||
Income tax provision | $ (72,000) | $ 96,000 | $ 0 | $ 144,000 | $ 192,000 | $ 38,000 | $ 13,000 | ||||||
Effective tax rate (in percent) | (0.80%) | (1.50%) | 0% | 5.40% | 2.60% | 0.40% | 0% | ||||||
BANYAN ACQUISITION CORPORATION | |||||||||||||
Income Tax Examination [Line Items] | |||||||||||||
Income tax provision | $ 98,248 | $ 217,336 | $ 897,753 | $ 325,757 | $ 783,546 | ||||||||
Effective tax rate (in percent) | (936.53%) | 9% | (20.07%) | 2.40% | 4.74% | 0% | |||||||
Statutory U.S. federal income tax rate | 21% | 21% | 21% | 21% | 21% | 21% |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | 9 Months Ended | 10 Months Ended | 12 Months Ended | ||||||||||||
Apr. 21, 2023 USD ($) $ / shares shares | Jan. 24, 2022 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) item $ / shares shares | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) $ / shares shares | Apr. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) item $ / shares shares | Apr. 24, 2022 USD ($) $ / shares shares | Apr. 25, 2021 USD ($) shares | Oct. 15, 2023 $ / shares shares | Jul. 23, 2023 shares | Oct. 09, 2022 shares | Jul. 17, 2022 shares | Apr. 26, 2020 $ / shares shares | ||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||||||||||||
Proceeds from sale of private placement warrants | $ | $ 3,758,000 | $ 56,000 | $ 0 | ||||||||||||
Temporary equity, shares outstanding (in shares) | shares | 10,203,945 | 10,085,612 | 9,585,612 | 11,054,593 | 10,999,393 | 10,203,945 | 10,203,945 | 9,310,612 | |||||||
Common stock, shares issued | shares | 6,178,962 | 6,167,254 | 6,178,962 | ||||||||||||
Common stock, shares outstanding | shares | 6,178,962 | 6,167,254 | 6,178,962 | ||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||
Class B common stock | |||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||||||||||||
Converted common stock | shares | 2,000,000 | ||||||||||||||
BANYAN ACQUISITION CORPORATION | |||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||||||||||||
Condition for future business combination number of businesses minimum | item | 1 | 1 | |||||||||||||
Proceeds from sale of private placement warrants | $ | $ 11,910,000 | $ 11,910,000 | |||||||||||||
Investment maturity period | 180 days | ||||||||||||||
Business combination extension option | 8 months | ||||||||||||||
Payments from trust account to redeem shares | $ | $ 42,423,610 | ||||||||||||||
Excise tax liability | $ | $ 2,100,318 | ||||||||||||||
Percentage of excise tax liability on shares redeemed | 1% | ||||||||||||||
Operating cash | $ | $ 304,554 | $ 54,057 | 510,893 | ||||||||||||
Working capital (deficit) | $ | $ 6,289,130 | $ 454,877 | |||||||||||||
Aggregate purchase price | $ | [1] | $ 25,000 | |||||||||||||
Months to complete acquisition | 15 months | ||||||||||||||
Extension period to complete acquisition | 21 months | ||||||||||||||
BANYAN ACQUISITION CORPORATION | Class B common stock | |||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||||||||||||
Conversion ratio | 1 | ||||||||||||||
Temporary equity, shares outstanding (in shares) | shares | 1,018,750 | ||||||||||||||
Converted common stock | shares | 2,000,000 | ||||||||||||||
Common stock, shares issued | shares | 5,245,000 | 5,245,000 | 7,245,000 | 7,245,000 | |||||||||||
Common stock, shares outstanding | shares | 5,245,000 | 5,245,000 | 7,245,000 | 7,245,000 | |||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
BANYAN ACQUISITION CORPORATION | Class A common stock | |||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||||||||||||
Number of common shares, shareholders exercised their right to redeem | shares | 20,151,313 | ||||||||||||||
Price per public share | $ / shares | $ 10.42 | ||||||||||||||
Payments from trust account to redeem shares | $ | $ 210,031,815 | ||||||||||||||
Common stock, shares issued | shares | 5,998,687 | 2,000,000 | 0 | 0 | |||||||||||
Common stock, shares outstanding | shares | 5,998,687 | 2,000,000 | 0 | 0 | |||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
BANYAN ACQUISITION CORPORATION | Trust Account | |||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||||||||||||
Purchase price, per unit | $ / shares | $ 10.20 | ||||||||||||||
Gross proceeds from initial public offering | $ | $ 246,330,000 | ||||||||||||||
BANYAN ACQUISITION CORPORATION | Initial Public Offering | |||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||||||||||||
Issuance of units in IPO (in shares) | shares | 24,150,000 | ||||||||||||||
Purchase price, per unit | $ / shares | $ 10 | ||||||||||||||
Gross proceeds from initial public offering | $ | $ 241,500,000 | ||||||||||||||
Investment maturity period | 180 days | ||||||||||||||
BANYAN ACQUISITION CORPORATION | Initial Public Offering | Trust Account | |||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||||||||||||
Purchase price, per unit | $ / shares | $ 10.20 | ||||||||||||||
Gross proceeds from initial public offering | $ | $ 246,330,000 | ||||||||||||||
BANYAN ACQUISITION CORPORATION | Private Placement | Private Placement Warrants | |||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||||||||||||
Sale of private placement warrants (in shares) | shares | 11,910,000 | ||||||||||||||
Price of warrant | $ / shares | $ 1 | ||||||||||||||
Proceeds from sale of private placement warrants | $ | $ 11,910,000 | ||||||||||||||
BANYAN ACQUISITION CORPORATION | Sponsor | Class B common stock | |||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||||||||||||
Aggregate purchase price | $ | $ 25,000 | $ 25,000 | |||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||
BANYAN ACQUISITION CORPORATION | Sponsor | Private Placement | Private Placement Warrants | |||||||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||||||||||||
Sale of private placement warrants (in shares) | shares | 11,910,000 | ||||||||||||||
Price of warrant | $ / shares | $ 1 | ||||||||||||||
Proceeds from sale of private placement warrants | $ | $ 11,910,000 | ||||||||||||||
[1] Includes 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 underwriters. 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. |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||
Apr. 21, 2023 USD ($) shares | Jan. 24, 2022 USD ($) | Sep. 30, 2023 USD ($) shares | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Sep. 30, 2023 USD ($) shares | Dec. 31, 2022 USD ($) shares | Oct. 15, 2023 USD ($) shares | Jul. 23, 2023 USD ($) shares | Apr. 30, 2023 USD ($) shares | Oct. 09, 2022 USD ($) shares | Jul. 17, 2022 USD ($) shares | Apr. 24, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Apr. 25, 2021 USD ($) shares | Apr. 26, 2020 USD ($) shares | |
Temporary equity, carrying amount | $ 75,262,000 | $ 73,488,000 | $ 53,468,000 | $ 53,468,000 | $ 53,468,000 | $ 52,218,000 | $ 44,718,000 | $ 42,018,000 | |||||||||||
Class A common stock subject to possible redemption, outstanding (in shares) | shares | 11,054,593 | 10,999,393 | 10,203,945 | 10,203,945 | 10,203,945 | 10,085,612 | 9,585,612 | 9,310,612 | |||||||||||
Class A common stock subject to possible redemption, issued (in shares) | shares | 11,054,593 | 10,203,945 | |||||||||||||||||
Unrecognized tax benefits | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||||||||
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 | |||||||||||||||||
Unrecognized tax benefits accrued for penalty | 30,821 | 30,821 | |||||||||||||||||
BANYAN ACQUISITION CORPORATION | |||||||||||||||||||
Operating cash | 304,554 | 304,554 | $ 510,893 | $ 54,057 | |||||||||||||||
Cash equivalents | 0 | $ 0 | 0 | $ 0 | |||||||||||||||
Temporary equity, accretion to redemption value | 233,048 | $ 1,082,415 | $ 813,105 | $ 1,299,483 | $ 353,852 | $ 65,397 | (3,996,857) | ||||||||||||
Unrecognized tax benefits | 0 | ||||||||||||||||||
Unrecognized tax benefits accrued for interest and penalties | 0 | ||||||||||||||||||
Additional Paid-In Capital | BANYAN ACQUISITION CORPORATION | |||||||||||||||||||
Offering costs | $ 14,647,648 | ||||||||||||||||||
Accumulated Deficit | BANYAN ACQUISITION CORPORATION | |||||||||||||||||||
Offering costs | 500,307 | ||||||||||||||||||
Temporary equity, accretion to redemption value | $ 233,048 | 1,082,415 | 813,105 | $ 1,299,483 | $ 353,852 | 65,397 | (3,996,857) | ||||||||||||
Initial Public Offering | BANYAN ACQUISITION CORPORATION | |||||||||||||||||||
Transaction costs | 15,147,955 | ||||||||||||||||||
Underwriting fees | 4,830,000 | ||||||||||||||||||
Deferred underwriting fees | 9,660,000 | ||||||||||||||||||
Offering costs | 657,955 | ||||||||||||||||||
Temporary equity, accretion to redemption value | 26,976,223 | ||||||||||||||||||
Initial Public Offering | Additional Paid-In Capital | BANYAN ACQUISITION CORPORATION | |||||||||||||||||||
Temporary equity, accretion to redemption value | 4,528,638 | ||||||||||||||||||
Initial Public Offering | Accumulated Deficit | BANYAN ACQUISITION CORPORATION | |||||||||||||||||||
Temporary equity, accretion to redemption value | $ 22,447,585 | ||||||||||||||||||
Class A Common Stock Subject to Possible Redemption | |||||||||||||||||||
Class A common stock subject to possible redemption, outstanding (in shares) | shares | 3,998,687 | 3,998,687 | |||||||||||||||||
Class A Common Stock Subject to Possible Redemption | BANYAN ACQUISITION CORPORATION | |||||||||||||||||||
Number of shares redeemed | shares | 20,151,313 | ||||||||||||||||||
Value of shares redeemed | $ (210,031,815) | (210,031,815) | $ (210,031,815) | ||||||||||||||||
Temporary equity, carrying amount | $ 3,998,687 | $ 42,423,610 | $ 42,190,562 | $ 251,139,962 | $ 42,423,610 | $ 250,326,857 | |||||||||||||
Class A common stock subject to possible redemption, outstanding (in shares) | shares | 3,998,687 | 3,998,687 | 24,150,000 | 0 | |||||||||||||||
Class A common stock subject to possible redemption, issued (in shares) | shares | 3,998,687 | 3,998,687 | 24,150,000 | 0 | |||||||||||||||
Temporary equity, accretion to redemption value | 26,976,223 | ||||||||||||||||||
Additional remeasurement | $ 6,125,425 | $ 3,996,857 | |||||||||||||||||
Class A Common Stock Subject to Possible Redemption | Additional Paid-In Capital | BANYAN ACQUISITION CORPORATION | |||||||||||||||||||
Temporary equity, accretion to redemption value | 4,528,638 | ||||||||||||||||||
Class A Common Stock Subject to Possible Redemption | Accumulated Deficit | BANYAN ACQUISITION CORPORATION | |||||||||||||||||||
Temporary equity, accretion to redemption value | $ 22,447,585 | ||||||||||||||||||
Class A Common Stock Subject to Possible Redemption | Initial Public Offering | BANYAN ACQUISITION CORPORATION | |||||||||||||||||||
Temporary equity, accretion to redemption value | (26,976,223) | ||||||||||||||||||
Class A Common Stock Subject to Possible Redemption | Initial Public Offering | Additional Paid-In Capital | BANYAN ACQUISITION CORPORATION | |||||||||||||||||||
Temporary equity, accretion to redemption value | (4,528,638) | ||||||||||||||||||
Class A Common Stock Subject to Possible Redemption | Initial Public Offering | Accumulated Deficit | BANYAN ACQUISITION CORPORATION | |||||||||||||||||||
Temporary equity, accretion to redemption value | $ (22,447,585) | ||||||||||||||||||
Class B common stock | |||||||||||||||||||
Converted common stock | shares | 2,000,000 | ||||||||||||||||||
Stock split ratio | 1 | ||||||||||||||||||
Class B common stock | BANYAN ACQUISITION CORPORATION | |||||||||||||||||||
Class A common stock subject to possible redemption, outstanding (in shares) | shares | 1,018,750 | ||||||||||||||||||
Converted common stock | shares | 2,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Calculation of basic and diluted net loss per share of common stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 5 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Oct. 15, 2023 | Jul. 23, 2023 | Oct. 09, 2022 | Jul. 17, 2022 | Oct. 15, 2023 | Oct. 09, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Apr. 30, 2023 | Apr. 24, 2022 | Apr. 25, 2021 | |
Net (loss) income | $ (7,283) | $ (3,046) | $ (3,390) | $ 5,035 | $ (10,329) | $ 1,645 | $ (7,525) | $ (9,917) | $ (29,998) | ||
Weighted average common shares outstanding, basic (in shares) | 6,535,000 | 6,168,000 | 6,550,000 | 6,168,000 | 6,210,000 | 6,108,000 | 6,079,000 | ||||
Weighted average common shares outstanding, diluted (in shares) | 6,535,000 | 6,168,000 | 6,550,000 | 16,992,000 | 6,210,000 | 6,108,000 | 6,079,000 | ||||
Earnings (loss) per share, basic (in dollars per share) | $ (1.17) | $ (0.55) | $ (1.87) | $ 0.27 | $ (1.21) | $ (1.62) | $ (4.93) | ||||
Earnings (loss) per share, diluted (in dollars per share) | $ (1.17) | $ (0.55) | $ (1.87) | $ 0.10 | $ (1.21) | $ (1.62) | $ (4.93) | ||||
Non-redeemable Class A and Class B common stock | |||||||||||
Weighted average common shares outstanding, diluted (in shares) | 7,245,000 | 7,245,000 | |||||||||
Earnings (loss) per share, diluted (in dollars per share) | $ (0.28) | $ 0.45 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - $ / shares | Jan. 24, 2022 | Oct. 15, 2023 | Apr. 30, 2023 | Apr. 24, 2022 | Apr. 25, 2021 | Apr. 26, 2020 |
INITIAL PUBLIC OFFERING | ||||||
Exercise price of warrant | $ 1.19 | $ 1.31 | $ 4.49 | $ 3.45 | $ 3.45 | |
BANYAN ACQUISITION CORPORATION | ||||||
INITIAL PUBLIC OFFERING | ||||||
Number of shares issuable per warrant | 1 | |||||
Investment maturity period | 180 days | |||||
Trust Account | BANYAN ACQUISITION CORPORATION | ||||||
INITIAL PUBLIC OFFERING | ||||||
Purchase price, per unit | $ 10.20 | |||||
Initial Public Offering | BANYAN ACQUISITION CORPORATION | ||||||
INITIAL PUBLIC OFFERING | ||||||
Number of units sold | 24,150,000 | |||||
Purchase price, per unit | $ 10 | |||||
Number of warrants in a unit | 0.5 | |||||
Investment maturity period | 180 days | |||||
Initial Public Offering | Trust Account | BANYAN ACQUISITION CORPORATION | ||||||
INITIAL PUBLIC OFFERING | ||||||
Purchase price, per unit | $ 10.20 | |||||
Initial Public Offering | Class A common stock | BANYAN ACQUISITION CORPORATION | ||||||
INITIAL PUBLIC OFFERING | ||||||
Number of shares in a unit | 1 | |||||
Initial Public Offering | Public Warrants | BANYAN ACQUISITION CORPORATION | ||||||
INITIAL PUBLIC OFFERING | ||||||
Number of warrants in a unit | 0.5 | |||||
Initial Public Offering | Public Warrants | Class A common stock | BANYAN ACQUISITION CORPORATION | ||||||
INITIAL PUBLIC OFFERING | ||||||
Number of shares issuable per warrant | 1 | |||||
Exercise price of warrant | $ 11.50 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||||||
Jan. 24, 2022 | Sep. 30, 2022 | Apr. 30, 2023 | Dec. 31, 2022 | Apr. 24, 2022 | Apr. 25, 2021 | Oct. 15, 2023 | Apr. 26, 2020 | |
PRIVATE PLACEMENT | ||||||||
Aggregate purchase price | $ 3,758,000 | $ 56,000 | $ 0 | |||||
Exercise price of warrant | $ 1.31 | $ 4.49 | $ 3.45 | $ 1.19 | $ 3.45 | |||
BANYAN ACQUISITION CORPORATION | ||||||||
PRIVATE PLACEMENT | ||||||||
Aggregate purchase price | $ 11,910,000 | $ 11,910,000 | ||||||
Number of shares per warrant | 1 | |||||||
Private Placement | Private Placement Warrants | BANYAN ACQUISITION CORPORATION | ||||||||
PRIVATE PLACEMENT | ||||||||
Number of warrants to purchase shares issued | 11,910,000 | |||||||
Price of warrants | $ 1 | |||||||
Aggregate purchase price | $ 11,910,000 | |||||||
Number of shares per warrant | 1 | |||||||
Exercise price of warrant | $ 11.50 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) | 1 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | |||||
Sep. 26, 2023 shares | Jan. 19, 2022 shares | Nov. 30, 2021 shares | Jan. 19, 2021 shares | Mar. 31, 2021 USD ($) shares | Sep. 30, 2023 USD ($) D $ / shares | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) D $ / shares | ||
RELATED PARTY TRANSACTIONS | |||||||||
Number of shares issued during the period | 5,000,000 | ||||||||
BANYAN ACQUISITION CORPORATION | |||||||||
RELATED PARTY TRANSACTIONS | |||||||||
Aggregate purchase price | $ | [1] | $ 25,000 | |||||||
Class B common stock | BANYAN ACQUISITION CORPORATION | |||||||||
RELATED PARTY TRANSACTIONS | |||||||||
Number of shares issued during the period | 345,000 | 1,725,000 | 345,000 | ||||||
Sponsor | Class B common stock | BANYAN ACQUISITION CORPORATION | |||||||||
RELATED PARTY TRANSACTIONS | |||||||||
Aggregate purchase price | $ | $ 25,000 | $ 25,000 | |||||||
Founder Shares | Sponsor | Class B common stock | BANYAN ACQUISITION CORPORATION | |||||||||
RELATED PARTY TRANSACTIONS | |||||||||
Number of shares issued during the period | 345,000 | 8,625,000 | |||||||
Aggregate purchase price | $ | $ 25,000 | ||||||||
Number of shares forfeited | 1,725,000 | ||||||||
Aggregate number of shares owned | 6,900,000 | ||||||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 23% | 23% | |||||||
Restrictions on transfer period of time after business combination completion | 1 year | 1 year | |||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | $ 12 | |||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | 20 | |||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | 30 | |||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | 150 days | |||||||
Founder Shares | Sponsor | Class B common stock | Directors, executive officers, special advisor and other third parties | BANYAN ACQUISITION CORPORATION | |||||||||
RELATED PARTY TRANSACTIONS | |||||||||
Number of shares issued during the period | 142,500 | ||||||||
[1] Includes 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 underwriters. 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. |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2023 | Dec. 31, 2022 | Oct. 15, 2023 | Jun. 01, 2023 | Apr. 30, 2023 | Apr. 24, 2022 | Jan. 24, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Apr. 26, 2020 | |
RELATED PARTY TRANSACTIONS | ||||||||||
Par value of common stock | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
BANYAN ACQUISITION CORPORATION | ||||||||||
RELATED PARTY TRANSACTIONS | ||||||||||
Outstanding balance of related party note | $ 289,425 | |||||||||
Number of shares issuable per warrant | 1 | |||||||||
Class A common stock | BANYAN ACQUISITION CORPORATION | ||||||||||
RELATED PARTY TRANSACTIONS | ||||||||||
Par value of common stock | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Promissory Note with Related Party | BANYAN ACQUISITION CORPORATION | ||||||||||
RELATED PARTY TRANSACTIONS | ||||||||||
Maximum borrowing capacity of related party transaction | $ 300,000 | |||||||||
Outstanding balance of related party note | $ 289,425 | |||||||||
Support Services Agreement | BANYAN ACQUISITION CORPORATION | ||||||||||
RELATED PARTY TRANSACTIONS | ||||||||||
Expenses per month | $ 10,000 | $ 10,000 | ||||||||
Related Party Loans | Working capital loans warrant | BANYAN ACQUISITION CORPORATION | ||||||||||
RELATED PARTY TRANSACTIONS | ||||||||||
Maximum borrowing capacity of related party transaction | 1,500,000 | 1,800,000 | ||||||||
Aggregate amount of working capital loans | 4,830,000 | |||||||||
Aggregate amount of working capital loans | 4,830,000 | |||||||||
Outstanding balance of related party note | $ 506,000 | $ 0 | $ 0 | |||||||
Price of warrant | $ 1 | $ 1 | ||||||||
Convertible Promissory Notes - Related Parties | BANYAN ACQUISITION CORPORATION | ||||||||||
RELATED PARTY TRANSACTIONS | ||||||||||
Maximum borrowing capacity of related party transaction | $ 2,000,000 | |||||||||
Outstanding balance of related party note | $ 506,000 | $ 0 | ||||||||
Maximum amount of loan convertible into warrants | $ 1,500,000 | |||||||||
Price of warrant | $ 1 | |||||||||
Convertible Promissory Notes - Related Parties | Class A common stock | BANYAN ACQUISITION CORPORATION | ||||||||||
RELATED PARTY TRANSACTIONS | ||||||||||
Number of shares issuable per warrant | 1 | |||||||||
Par value of common stock | $ 0.0001 |
STOCKHOLDERS' (DEFICIT) EQUITY
STOCKHOLDERS' (DEFICIT) EQUITY - Common Stock Shares (Details) | 1 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | ||||||||||||||
Sep. 26, 2023 shares | Apr. 21, 2023 shares | Jan. 19, 2022 shares | Nov. 30, 2021 shares | Jan. 19, 2021 shares | Mar. 31, 2021 USD ($) shares | Sep. 30, 2023 Vote $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2022 Vote $ / shares shares | Oct. 15, 2023 $ / shares shares | Jul. 23, 2023 shares | Apr. 30, 2023 $ / shares shares | Oct. 09, 2022 shares | Jul. 17, 2022 shares | Apr. 24, 2022 $ / shares shares | Apr. 25, 2021 shares | Apr. 26, 2020 $ / shares shares | ||
STOCKHOLDERS' (DEFICIT) EQUITY | ||||||||||||||||||
Common stock, shares authorized (in shares) | 35,000,000 | 20,000,000 | ||||||||||||||||
Par value of common stock | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||
Common stock, shares issued (in shares) | 6,178,962 | 6,178,962 | 6,167,254 | |||||||||||||||
Common stock, shares outstanding (in shares) | 6,178,962 | 6,178,962 | 6,167,254 | |||||||||||||||
Class A common stock subject to possible redemption, outstanding (in shares) | 11,054,593 | 10,999,393 | 10,203,945 | 10,203,945 | 10,203,945 | 10,085,612 | 9,585,612 | 9,310,612 | ||||||||||
Number of shares issued during the period | 5,000,000 | |||||||||||||||||
Class A common stock subject to possible redemption, issued (in shares) | 11,054,593 | 10,203,945 | ||||||||||||||||
BANYAN ACQUISITION CORPORATION | ||||||||||||||||||
STOCKHOLDERS' (DEFICIT) EQUITY | ||||||||||||||||||
Aggregate purchase price | $ | [1] | $ 25,000 | ||||||||||||||||
Class A common stock | BANYAN ACQUISITION CORPORATION | ||||||||||||||||||
STOCKHOLDERS' (DEFICIT) EQUITY | ||||||||||||||||||
Common stock, shares authorized (in shares) | 240,000,000 | 240,000,000 | 240,000,000 | |||||||||||||||
Par value of common stock | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||
Common stock, votes per share | Vote | 1 | 1 | ||||||||||||||||
Number of shares issued on conversion | 2,000,000 | |||||||||||||||||
Common stock, shares issued (in shares) | 5,998,687 | 2,000,000 | 0 | 0 | ||||||||||||||
Common stock, shares outstanding (in shares) | 5,998,687 | 2,000,000 | 0 | 0 | ||||||||||||||
Class A Common Stock Subject to Possible Redemption | ||||||||||||||||||
STOCKHOLDERS' (DEFICIT) EQUITY | ||||||||||||||||||
Class A common stock subject to possible redemption, outstanding (in shares) | 3,998,687 | |||||||||||||||||
Class A Common Stock Subject to Possible Redemption | BANYAN ACQUISITION CORPORATION | ||||||||||||||||||
STOCKHOLDERS' (DEFICIT) EQUITY | ||||||||||||||||||
Number of shares redeemed | 20,151,313 | |||||||||||||||||
Class A common stock subject to possible redemption, outstanding (in shares) | 3,998,687 | 0 | 24,150,000 | |||||||||||||||
Class A common stock subject to possible redemption, issued (in shares) | 3,998,687 | 0 | 24,150,000 | |||||||||||||||
Class B common stock | ||||||||||||||||||
STOCKHOLDERS' (DEFICIT) EQUITY | ||||||||||||||||||
Number of shares converted | 2,000,000 | |||||||||||||||||
Class B common stock | BANYAN ACQUISITION CORPORATION | ||||||||||||||||||
STOCKHOLDERS' (DEFICIT) EQUITY | ||||||||||||||||||
Common stock, shares authorized (in shares) | 60,000,000 | 60,000,000 | 60,000,000 | |||||||||||||||
Par value of common stock | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||
Common stock, votes per share | Vote | 1 | 1 | ||||||||||||||||
Number of shares converted | 2,000,000 | |||||||||||||||||
Conversion ratio | 1 | |||||||||||||||||
Common stock, shares issued (in shares) | 5,245,000 | 5,245,000 | 7,245,000 | 7,245,000 | ||||||||||||||
Common stock, shares outstanding (in shares) | 5,245,000 | 5,245,000 | 7,245,000 | 7,245,000 | ||||||||||||||
Class A common stock subject to possible redemption, outstanding (in shares) | 1,018,750 | |||||||||||||||||
Ratio to be applied to the stock in the conversion | 23% | 23% | ||||||||||||||||
Number of shares issued during the period | 345,000 | 1,725,000 | 345,000 | |||||||||||||||
Class B common stock | Sponsor | BANYAN ACQUISITION CORPORATION | ||||||||||||||||||
STOCKHOLDERS' (DEFICIT) EQUITY | ||||||||||||||||||
Number of shares issued during the period | 345,000 | 8,625,000 | ||||||||||||||||
Aggregate purchase price | $ | $ 25,000 | |||||||||||||||||
Number of shares forfeited | 1,725,000 | |||||||||||||||||
Class B common stock | Directors, executive officers, special advisor and other third parties | Sponsor | BANYAN ACQUISITION CORPORATION | ||||||||||||||||||
STOCKHOLDERS' (DEFICIT) EQUITY | ||||||||||||||||||
Number of shares issued during the period | 142,500 | |||||||||||||||||
[1] Includes 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 underwriters. 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. |
WARRANT LIABILITY (Details)
WARRANT LIABILITY (Details) | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2023 D $ / shares shares | Dec. 31, 2022 D $ / shares shares | Oct. 15, 2023 shares | Apr. 30, 2023 shares | Apr. 24, 2022 shares | Apr. 25, 2021 shares | Apr. 26, 2020 shares | |
WARRANT LIABILITY | |||||||
Warrants outstanding (in shares) | shares | 532,179 | 483,649 | 131,006 | 186,797 | 186,797 | ||
BANYAN ACQUISITION CORPORATION | |||||||
WARRANT LIABILITY | |||||||
Warrants outstanding (in shares) | shares | 23,985,000 | 23,985,000 | |||||
Warrants exercisable term from the closing of the public offering | 12 months | 12 months | |||||
Warrants exercisable term from the completion of business combination | 30 days | 30 days | |||||
Threshold period for filling registration statement after business combination | 60 days | 60 days | |||||
Threshold period for filling registration statement within number of days of business combination | 60 days | 60 days | |||||
Threshold trading days for calculating volume weighted average trading price | D | 20 | 20 | |||||
Threshold issue price for capital raising purposes in connection with closing of business combination | $ 9.20 | $ 9.20 | |||||
Adjustment of exercise price of warrants based on market value (as a percent) | 115% | 115% | |||||
Percentage of adjustment of redemption price of stock based on market value | 180% | 180% | |||||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | 30 days | |||||
Percentage of gross proceeds on total equity proceeds | 60% | 60% | |||||
Public Warrants | BANYAN ACQUISITION CORPORATION | |||||||
WARRANT LIABILITY | |||||||
Warrants outstanding (in shares) | shares | 12,075,000 | 12,075,000 | |||||
Warrants exercisable term from the closing of the public offering | 20 days | 20 days | |||||
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | BANYAN ACQUISITION CORPORATION | |||||||
WARRANT LIABILITY | |||||||
Price per shares of common stock (in dollars per share) | $ 18 | ||||||
Threshold consecutive trading days for redemption of public warrants | D | 30 | ||||||
Public Warrants | Redemption Of Warrant Price Per Share Equals Or Exceeds18.00 | BANYAN ACQUISITION CORPORATION | |||||||
WARRANT LIABILITY | |||||||
Price per shares of common stock (in dollars per share) | $ 18 | $ 18 | |||||
Redemption price per public warrant (in dollars per share) | $ 0.01 | $ 0.01 | |||||
Minimum threshold written notice period for redemption of public warrants | 30 days | 30 days | |||||
Threshold trading days for redemption of public warrants | 20 days | 20 days | |||||
Class of warrant or right redemption of warrants or rights threshold trading days before sending notice of redemption of warrants | 3 days | 3 days | |||||
Stock price trigger for redemption of public warrants | $ 18 | $ 18 | |||||
Public Warrants | Redemption Of Warrant Price Per Share Equals Or Exceeds10.00 | BANYAN ACQUISITION CORPORATION | |||||||
WARRANT LIABILITY | |||||||
Price per shares of common stock (in dollars per share) | 10 | 10 | |||||
Redemption price per public warrant (in dollars per share) | $ 0.10 | $ 0.10 | |||||
Minimum threshold written notice period for redemption of public warrants | 30 days | 30 days | |||||
Threshold trading days for redemption of public warrants | 20 days | 20 days | |||||
Threshold consecutive trading days for redemption of public warrants | D | 30 | 30 | |||||
Class of warrant or right redemption of warrants or rights threshold trading days before sending notice of redemption of warrants | 3 days | 3 days | |||||
Stock price trigger for redemption of public warrants | $ 10 | $ 10 | |||||
Public Warrants | Redemption Of Warrant Price Per Share Less Than 18.00 | BANYAN ACQUISITION CORPORATION | |||||||
WARRANT LIABILITY | |||||||
Threshold consecutive trading days for redemption of public warrants | D | 30 | ||||||
Private Warrants | Redemption Of Warrant Price Per Share Less Than 18.00 | BANYAN ACQUISITION CORPORATION | |||||||
WARRANT LIABILITY | |||||||
Redemption price per public warrant (in dollars per share) | $ 18 | $ 18 | |||||
Threshold trading days for redemption of public warrants | 20 days | 20 days | |||||
Threshold consecutive trading days for redemption of public warrants | D | 30 | ||||||
Class of warrant or right redemption of warrants or rights threshold trading days before sending notice of redemption of warrants | 3 days | 3 days | |||||
Private Warrants | Private Placement Warrants | BANYAN ACQUISITION CORPORATION | |||||||
WARRANT LIABILITY | |||||||
Warrants outstanding (in shares) | shares | 11,910,000 | 11,910,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 9 Months Ended | 12 Months Ended | ||||||||||||||
Sep. 26, 2023 USD ($) D $ / shares shares | Jun. 23, 2023 USD ($) $ / shares | Jun. 19, 2023 USD ($) | Jan. 24, 2022 shares | Jan. 19, 2022 shares | Nov. 30, 2021 shares | Jan. 19, 2021 shares | Sep. 30, 2023 USD ($) D item $ / shares shares | Dec. 31, 2022 USD ($) D item $ / shares | Oct. 15, 2023 $ / shares | Sep. 25, 2023 USD ($) | Jun. 22, 2023 USD ($) | Apr. 30, 2023 $ / shares | Apr. 24, 2022 $ / shares | Dec. 31, 2021 USD ($) $ / shares | Apr. 26, 2020 $ / shares | |
COMMITMENTS AND CONTINGENCIES | ||||||||||||||||
Par value of common stock | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||
Number of shares issued during the period | shares | 5,000,000 | |||||||||||||||
BANYAN ACQUISITION CORPORATION | ||||||||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||||||||
Maximum number of demands for registration of securities | item | 3 | 3 | ||||||||||||||
Underwriting cash discount per unit | $ / shares | $ 0.20 | $ 0.20 | ||||||||||||||
Aggregate underwriter cash discount | $ | $ 4,830,000 | $ 4,830,000 | ||||||||||||||
Deferred fee per unit | $ / shares | $ 0.40 | $ 0.40 | ||||||||||||||
Aggregate deferred underwriting fee payable | $ | $ 9,660,000 | $ 9,660,000 | ||||||||||||||
Total compensation from deferred underwriting commission plus the capital markets advisory fee | $ | $ 3,622,500 | $ 3,622,500 | ||||||||||||||
Accrued offering costs | $ | $ 364,557 | |||||||||||||||
Threshold trading days for calculating volume weighted average trading price | D | 20 | 20 | ||||||||||||||
Placement Agent Agreement | BANYAN ACQUISITION CORPORATION | ||||||||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||||||||
Placement fee as a percent of total transaction consideration | 5% | |||||||||||||||
Placement agent fees accrued | $ | $ 0 | |||||||||||||||
Placement Agent Agreement | William Blair | BANYAN ACQUISITION CORPORATION | ||||||||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||||||||
Success Fee | $ | $ 4,000,000 | |||||||||||||||
Business Combination Agreement | BANYAN ACQUISITION CORPORATION | ||||||||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||||||||
Par value of common stock | $ / shares | $ 0.0001 | |||||||||||||||
Business Combination Agreement | Pinstripes | BANYAN ACQUISITION CORPORATION | ||||||||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||||||||
Par value of common stock | $ / shares | $ 0.01 | |||||||||||||||
Pre-money equity value | $ | $ 379,366,110 | $ 429,000,000 | $ 429,000,000 | |||||||||||||
Price per shares of common stock (in dollars per share) | $ / shares | $ 10 | |||||||||||||||
Exchange ratio of shares | 2.5 | |||||||||||||||
Class A common stock | BANYAN ACQUISITION CORPORATION | ||||||||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||||||||
Par value of common stock | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Class A common stock | Non-Redemption Agreements | BANYAN ACQUISITION CORPORATION | ||||||||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||||||||
Non-redemption of shares | shares | 4,075,000 | |||||||||||||||
Class B common stock | BANYAN ACQUISITION CORPORATION | ||||||||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||||||||
Par value of common stock | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Number of shares issued during the period | shares | 345,000 | 1,725,000 | 345,000 | |||||||||||||
Class B common stock | Business Combination Agreement | Pinstripes | BANYAN ACQUISITION CORPORATION | ||||||||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||||||||
Number of shares issued during the period | shares | 5 | |||||||||||||||
Class B common stock | Non-Redemption Agreements | BANYAN ACQUISITION CORPORATION | ||||||||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||||||||
Price per shares of common stock (in dollars per share) | $ / shares | $ 0.88 | |||||||||||||||
Accrued offering costs | $ | $ 892,911 | |||||||||||||||
Number of shares agreed to be transferred by sponsor | shares | 1,018,750 | |||||||||||||||
Aggregate fair value of stock transferrable to unaffiliated third parties | $ | $ 893,000 | |||||||||||||||
Series I Convertible Preferred Stock | Securities purchase agreement | Pinstripes | BANYAN ACQUISITION CORPORATION | ||||||||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||||||||
Amount of bridge financing to be provided | $ | 18,000,000 | |||||||||||||||
Amount of additional bridge financing to be provided. | $ | $ 3,266,200 | |||||||||||||||
Series B-1 common stock | Business Combination Agreement | Pinstripes | BANYAN ACQUISITION CORPORATION | ||||||||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||||||||
Par value of common stock | $ / shares | $ 0.0001 | |||||||||||||||
Number of shares issued during the period | shares | 2,500,000 | |||||||||||||||
Percentage of earnout Shares shall be issued | 50% | |||||||||||||||
Volume weighted average share price | $ / shares | $ 12 | |||||||||||||||
Threshold trading days for calculating volume weighted average trading price | D | 20 | |||||||||||||||
Threshold consecutive trading days for calculating volume weighted average trading price | D | 30 | |||||||||||||||
Commencement period after the closing of the Business Combination for stock equals or exceeds $12.00 per share for any 20 trading days within any consecutive 30-trading day period | 5 months | |||||||||||||||
Series B-2 common stock | Business Combination Agreement | Pinstripes | BANYAN ACQUISITION CORPORATION | ||||||||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||||||||
Par value of common stock | $ / shares | $ 0.0001 | |||||||||||||||
Number of shares issued during the period | shares | 2,500,000 | |||||||||||||||
Percentage of earnout Shares shall be issued | 50% | |||||||||||||||
Volume weighted average share price | $ / shares | $ 14 | |||||||||||||||
Threshold trading days for calculating volume weighted average trading price | D | 20 | |||||||||||||||
Threshold consecutive trading days for calculating volume weighted average trading price | D | 30 | |||||||||||||||
Commencement period after the closing of the Business Combination for stock equals or exceeds $12.00 per share for any 20 trading days within any consecutive 30-trading day period | 5 months | |||||||||||||||
Maximum | BANYAN ACQUISITION CORPORATION | ||||||||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||||||||
Aggregate deferred underwriting fee payable | $ | $ 9,660,000 | |||||||||||||||
Minimum | BANYAN ACQUISITION CORPORATION | ||||||||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||||||||
Aggregate deferred underwriting fee payable | $ | $ 3,622,500 | |||||||||||||||
Over-allotment option | BANYAN ACQUISITION CORPORATION | ||||||||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||||||||
Underwriters option period | 45 days | |||||||||||||||
Number of units sold | shares | 3,150,000 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Fair value, liabilities measured on recurring basis, unobservable input reconciliation, calculation | ||||
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Change in fair value of warrant liability | |||
BANYAN ACQUISITION CORPORATION | ||||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation, calculation | ||||
Derivative warrant liabilities, Beginning balance | $ 599,875 | |||
Granted to Granite Creek | $ 14,904,213 | |||
Change in fair value | (14,304,338) | |||
Derivative warrant liabilities, Ending balance | 599,875 | |||
Warrant liability | $ 4,353,613 | 599,875 | ||
Public Warrants | BANYAN ACQUISITION CORPORATION | ||||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation, calculation | ||||
Derivative warrant liabilities, Beginning balance | 301,875 | |||
Granted to Granite Creek | 7,498,575 | |||
Change in fair value | (7,196,700) | |||
Derivative warrant liabilities, Ending balance | 301,875 | |||
Private Placement Warrants | BANYAN ACQUISITION CORPORATION | ||||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation, calculation | ||||
Derivative warrant liabilities, Beginning balance | 298,000 | |||
Granted to Granite Creek | 7,405,638 | |||
Change in fair value | (7,107,638) | |||
Derivative warrant liabilities, Ending balance | 298,000 | |||
Level 3 | BANYAN ACQUISITION CORPORATION | ||||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation, calculation | ||||
Derivative warrant liabilities, Beginning balance | 298,000 | |||
Granted to Granite Creek | 14,904,213 | |||
Transfer public warrant liability to Level 1 measurement | (7,498,575) | |||
Change in fair value | (7,107,638) | |||
Derivative warrant liabilities, Ending balance | 298,000 | |||
Level 3 | Public Warrants | BANYAN ACQUISITION CORPORATION | ||||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation, calculation | ||||
Granted to Granite Creek | 7,498,575 | |||
Transfer public warrant liability to Level 1 measurement | (7,498,575) | |||
Level 3 | Private Placement Warrants | BANYAN ACQUISITION CORPORATION | ||||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation, calculation | ||||
Derivative warrant liabilities, Beginning balance | 298,000 | |||
Granted to Granite Creek | 7,405,638 | |||
Change in fair value | (7,107,638) | |||
Derivative warrant liabilities, Ending balance | 298,000 | |||
Recurring | BANYAN ACQUISITION CORPORATION | ||||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation, calculation | ||||
Derivative warrant liabilities, Beginning balance | 5,276,500 | $ 1,052,395 | 599,875 | |
Change in fair value | (922,888) | 4,224,105 | 452,520 | |
Derivative warrant liabilities, Ending balance | 4,353,616 | 5,276,500 | 1,052,395 | 599,875 |
Warrant liability | 4,353,613 | |||
Recurring | Public Warrants | BANYAN ACQUISITION CORPORATION | ||||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation, calculation | ||||
Derivative warrant liabilities, Beginning balance | 2,656,500 | 514,395 | 301,875 | |
Change in fair value | (464,888) | 2,142,105 | 212,520 | |
Derivative warrant liabilities, Ending balance | 2,191,613 | 2,656,500 | 514,395 | 301,875 |
Recurring | Private Placement Warrants | BANYAN ACQUISITION CORPORATION | ||||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation, calculation | ||||
Derivative warrant liabilities, Beginning balance | 2,620,000 | 538,000 | 298,000 | |
Change in fair value | (458,000) | 2,082,000 | 240,000 | |
Derivative warrant liabilities, Ending balance | 2,162,000 | 2,620,000 | 538,000 | 298,000 |
Recurring | Level 3 | BANYAN ACQUISITION CORPORATION | ||||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation, calculation | ||||
Derivative warrant liabilities, Beginning balance | 2,620,000 | 538,000 | 298,000 | |
Change in fair value | (458,000) | 2,082,000 | 240,000 | |
Derivative warrant liabilities, Ending balance | 2,162,000 | 2,620,000 | 538,000 | 298,000 |
Recurring | Level 3 | Private Placement Warrants | BANYAN ACQUISITION CORPORATION | ||||
Fair value, liabilities measured on recurring basis, unobservable input reconciliation, calculation | ||||
Derivative warrant liabilities, Beginning balance | 2,620,000 | 538,000 | 298,000 | |
Change in fair value | (458,000) | 2,082,000 | 240,000 | |
Derivative warrant liabilities, Ending balance | $ 2,162,000 | $ 2,620,000 | $ 538,000 | $ 298,000 |
FAIR VALUE MEASUREMENTS - Asset
FAIR VALUE MEASUREMENTS - Assets and Liabilities Accounted at Fair value on Recurring Basis (Details) - BANYAN ACQUISITION CORPORATION - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Assets: | ||
Treasury securities held in trust account | $ 42,423,610 | $ 250,326,857 |
Level 1 | Recurring | ||
Assets: | ||
Treasury securities held in trust account | 42,423,610 | 250,326,857 |
Level 1 | Recurring | Public Warrants | ||
Liabilities: | ||
Warranty liability | 2,191,613 | 301,875 |
Level 3 | Recurring | Private Placement Warrants | ||
Liabilities: | ||
Warranty liability | $ 2,162,000 | $ 298,000 |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair Value Measurement Inputs Recurring (Details) - BANYAN ACQUISITION CORPORATION | Jan. 24, 2022 $ / shares shares | Sep. 30, 2023 $ / shares Y | Dec. 31, 2022 item Y $ / shares | Jan. 24, 2022 | Jan. 24, 2022 Y | Jan. 24, 2022 item |
Initial Public Offering | ||||||
Fair value, assets and liabilities measured on recurring basis | ||||||
Number of warrants in a unit | shares | 0.5 | |||||
Initial Public Offering | Class A common stock | ||||||
Fair value, assets and liabilities measured on recurring basis | ||||||
Number of shares in a unit | shares | 1 | |||||
Public Warrants | Initial Public Offering | ||||||
Fair value, assets and liabilities measured on recurring basis | ||||||
Number of warrants in a unit | shares | 0.5 | |||||
Common stock price | Class B common stock | ||||||
Fair value, assets and liabilities measured on recurring basis | ||||||
Derivative liability measurement input | 10.53 | |||||
Common stock price | Public Warrants | ||||||
Fair value, assets and liabilities measured on recurring basis | ||||||
Derivative liability measurement input | 9.69 | |||||
Common stock price | Private Placement Warrants | ||||||
Fair value, assets and liabilities measured on recurring basis | ||||||
Derivative liability measurement input | 9.69 | 10.21 | ||||
Exercise price | Class B common stock | ||||||
Fair value, assets and liabilities measured on recurring basis | ||||||
Derivative liability measurement input | 11.50 | |||||
Exercise price | Public Warrants | ||||||
Fair value, assets and liabilities measured on recurring basis | ||||||
Derivative liability measurement input | 11.50 | |||||
Exercise price | Private Placement Warrants | ||||||
Fair value, assets and liabilities measured on recurring basis | ||||||
Derivative liability measurement input | 11.50 | 11.50 | ||||
Risk-free rate of interest | Class B common stock | ||||||
Fair value, assets and liabilities measured on recurring basis | ||||||
Derivative liability measurement input | 0.0455 | |||||
Risk-free rate of interest | Public Warrants | ||||||
Fair value, assets and liabilities measured on recurring basis | ||||||
Derivative liability measurement input | 0.0161 | 0.0161 | ||||
Risk-free rate of interest | Private Placement Warrants | ||||||
Fair value, assets and liabilities measured on recurring basis | ||||||
Derivative liability measurement input | 0.0395 | 0.0161 | 0.0161 | |||
Volatility | Class B common stock | ||||||
Fair value, assets and liabilities measured on recurring basis | ||||||
Derivative liability measurement input | 0.00001 | |||||
Volatility | Public Warrants | ||||||
Fair value, assets and liabilities measured on recurring basis | ||||||
Derivative liability measurement input | 0.1085 | 0.1085 | ||||
Volatility | Private Placement Warrants | ||||||
Fair value, assets and liabilities measured on recurring basis | ||||||
Derivative liability measurement input | 0 | 0.1086 | 0.1086 | |||
Term | Class B common stock | ||||||
Fair value, assets and liabilities measured on recurring basis | ||||||
Derivative liability measurement input | Y | 5.17 | |||||
Term | Public Warrants | ||||||
Fair value, assets and liabilities measured on recurring basis | ||||||
Derivative liability measurement input | Y | 6 | |||||
Term | Private Placement Warrants | ||||||
Fair value, assets and liabilities measured on recurring basis | ||||||
Derivative liability measurement input | Y | 5.25 | 6 | ||||
Value of one warrant | Class B common stock | ||||||
Fair value, assets and liabilities measured on recurring basis | ||||||
Derivative liability measurement input | 0.182 | |||||
Value of one warrant | Public Warrants | ||||||
Fair value, assets and liabilities measured on recurring basis | ||||||
Derivative liability measurement input | 0.62 | 0.03 | ||||
Value of one warrant | Private Placement Warrants | ||||||
Fair value, assets and liabilities measured on recurring basis | ||||||
Derivative liability measurement input | 0.62 | 0.03 | ||||
Dividend yield | Class B common stock | ||||||
Fair value, assets and liabilities measured on recurring basis | ||||||
Derivative liability measurement input | 0 | |||||
Dividend yield | Public Warrants | ||||||
Fair value, assets and liabilities measured on recurring basis | ||||||
Derivative liability measurement input | 0 | 0 | ||||
Dividend yield | Private Placement Warrants | ||||||
Fair value, assets and liabilities measured on recurring basis | ||||||
Derivative liability measurement input | 0 | 0 | 0 |
FAIR VALUE MEASUREMENTS - Fai_2
FAIR VALUE MEASUREMENTS - Fair Value Measurement Inputs Non-recurring (Details) - BANYAN ACQUISITION CORPORATION | Sep. 30, 2023 USD ($) $ / shares Y shares | Apr. 30, 2023 USD ($) $ / shares shares | Apr. 12, 2023 Y $ / shares | Dec. 31, 2022 item Y $ / shares | Jan. 24, 2022 $ / shares | Jan. 24, 2022 | Jan. 24, 2022 Y | Jan. 24, 2022 item |
Class B common stock | Non-Redemption Agreements | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Number of shares agreed to be transferred | shares | 1,018,750 | |||||||
Aggregate fair value of stock transferrable to unaffiliated third parties | $ | $ 893,000 | |||||||
Price per shares of common stock (in dollars per share) | $ 0.88 | |||||||
Common stock price | Class B common stock | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Derivative liability measurement input | 10.53 | |||||||
Common stock price | Private Placement Warrants | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Derivative liability measurement input | 10.21 | 9.69 | ||||||
Common stock price | Public Warrants | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Derivative liability measurement input | 9.69 | |||||||
Volatility | Class B common stock | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Derivative liability measurement input | 0.00001 | |||||||
Volatility | Private Placement Warrants | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Derivative liability measurement input | 0 | 0.1086 | 0.1086 | |||||
Volatility | Public Warrants | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Derivative liability measurement input | 0.1085 | 0.1085 | ||||||
Risk-free rate of interest | Class B common stock | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Derivative liability measurement input | 0.0455 | |||||||
Risk-free rate of interest | Private Placement Warrants | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Derivative liability measurement input | 0.0395 | 0.0161 | 0.0161 | |||||
Risk-free rate of interest | Public Warrants | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Derivative liability measurement input | 0.0161 | 0.0161 | ||||||
Term | Class B common stock | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Derivative liability measurement input | Y | 5.17 | |||||||
Term | Private Placement Warrants | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Derivative liability measurement input | Y | 5.25 | 6 | ||||||
Term | Public Warrants | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Derivative liability measurement input | Y | 6 | |||||||
Exercise price | Class B common stock | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Derivative liability measurement input | 11.50 | |||||||
Exercise price | Private Placement Warrants | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Derivative liability measurement input | 11.50 | 11.50 | ||||||
Exercise price | Public Warrants | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Derivative liability measurement input | 11.50 | |||||||
Value of one warrant | Class B common stock | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Derivative liability measurement input | 0.182 | |||||||
Value of one warrant | Private Placement Warrants | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Derivative liability measurement input | 0.03 | 0.62 | ||||||
Value of one warrant | Public Warrants | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Derivative liability measurement input | 0.03 | 0.62 | ||||||
Dividend yield | Class B common stock | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Derivative liability measurement input | 0 | |||||||
Dividend yield | Private Placement Warrants | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Derivative liability measurement input | 0 | 0 | 0 | |||||
Dividend yield | Public Warrants | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Derivative liability measurement input | 0 | 0 | ||||||
Nonrecurring | Class B common stock | Non-Redemption Agreements | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Number of shares agreed to be transferred | shares | 1,018,750 | |||||||
Aggregate fair value of stock transferrable to unaffiliated third parties | $ | $ 893,000 | |||||||
Price per shares of common stock (in dollars per share) | $ 0.88 | |||||||
Nonrecurring | Common stock price | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Derivative liability measurement input | 10.41 | |||||||
Nonrecurring | Estimated probability of the Initial Business Combination | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Derivative liability measurement input | 0.1000 | |||||||
Nonrecurring | Volatility | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Derivative liability measurement input | 0.4000 | |||||||
Nonrecurring | Risk-free rate of interest | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Derivative liability measurement input | 0.0425 | |||||||
Nonrecurring | Term | ||||||||
Fair value, assets and liabilities measured on nonrecurring basis | ||||||||
Derivative liability measurement input | Y | 1.50 |
INCOME TAX - Net deferred tax a
INCOME TAX - Net deferred tax assets (Details) - USD ($) | Apr. 30, 2023 | Dec. 31, 2022 | Apr. 24, 2022 | Dec. 31, 2021 |
Deferred tax assets | ||||
Net operating loss carryforwards | $ 14,961,000 | $ 9,069,000 | ||
Deferred Tax Assets, Gross | 53,098,000 | 54,106,000 | ||
Valuation allowance | (43,021,000) | (38,756,000) | ||
Deferred tax liabilities | ||||
Total deferred tax liabilities | (10,077,000) | (15,350,000) | ||
Deferred Tax Assets, Net | $ 0 | $ 0 | ||
BANYAN ACQUISITION CORPORATION | ||||
Deferred tax assets | ||||
Capitalized start-up costs | $ 329,224 | $ 4,009 | ||
Net operating loss carryforwards | 2,334 | |||
Deferred Tax Assets, Gross | 329,224 | 6,343 | ||
Valuation allowance | (317,149) | (6,343) | ||
Deferred tax liabilities | ||||
Accrued expenses & other | (12,075) | |||
Total deferred tax liabilities | (12,075) | |||
Deferred Tax Assets, Net | $ 0 | $ 0 |
INCOME TAX - Components of the
INCOME TAX - Components of the income tax provision (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Oct. 15, 2023 | Sep. 30, 2023 | Oct. 09, 2022 | Sep. 30, 2022 | Oct. 15, 2023 | Oct. 09, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Apr. 30, 2023 | Dec. 31, 2022 | Apr. 24, 2022 | Dec. 31, 2021 | Apr. 25, 2021 | |
Current expense | |||||||||||||
State | $ 192,000 | $ 38,000 | $ 13,000 | ||||||||||
Deferred benefit | |||||||||||||
Change in Valuation Allowance | 4,300,000 | 3,700,000 | 7,800,000 | ||||||||||
Income tax expense | $ (72,000) | $ 96,000 | $ 0 | $ 144,000 | $ 192,000 | $ 38,000 | $ 13,000 | ||||||
BANYAN ACQUISITION CORPORATION | |||||||||||||
Current expense | |||||||||||||
Federal | $ 783,546 | ||||||||||||
State | 0 | $ 0 | |||||||||||
Deferred benefit | |||||||||||||
Federal | (312,476) | (4,673) | |||||||||||
State | 1,670 | (1,670) | |||||||||||
Change in Valuation Allowance | 310,806 | $ 6,343 | |||||||||||
Income tax expense | $ 98,248 | $ 217,336 | $ 897,753 | $ 325,757 | $ 783,546 |
INCOME TAX - Reconciliation of
INCOME TAX - Reconciliation of the federal income tax rate to effective tax (Details) | 3 Months Ended | 5 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Oct. 15, 2023 | Sep. 30, 2023 | Oct. 09, 2022 | Sep. 30, 2022 | Oct. 15, 2023 | Oct. 09, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Apr. 30, 2023 | Dec. 31, 2022 | Apr. 24, 2022 | Dec. 31, 2021 | Apr. 25, 2021 | |
Income Tax Examination [Line Items] | |||||||||||||
Effective Income Tax Rate Reconciliation, Percent | (0.80%) | (1.50%) | 0% | 5.40% | 2.60% | 0.40% | 0% | ||||||
BANYAN ACQUISITION CORPORATION | |||||||||||||
Income Tax Examination [Line Items] | |||||||||||||
Statutory U.S. federal income tax rate | 21% | 21% | 21% | 21% | 21% | 21% | |||||||
Change in fair value of warrant liabilities | (18.15%) | 0% | |||||||||||
State taxes, net of federal tax benefit | (0.01%) | 7.51% | |||||||||||
Change in valuation allowance | 1.88% | (28.51%) | |||||||||||
Effective Income Tax Rate Reconciliation, Percent | (936.53%) | 9% | (20.07%) | 2.40% | 4.74% | 0% |
INCOME TAX - Additional informa
INCOME TAX - Additional information (Details) - BANYAN ACQUISITION CORPORATION - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Examination [Line Items] | ||
State net operating loss carryforwards | $ 0 | |
Federal operating loss carryforwards | 0 | |
change in the valuation allowance | $ 310,806 | $ 6,343 |
Nature of Business and Basis _4
Nature of Business and Basis of Presentation (Details) $ in Thousands | 3 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Sep. 26, 2023 shares | Oct. 15, 2023 USD ($) location state | Oct. 09, 2022 USD ($) | Oct. 15, 2023 USD ($) location segment state | Oct. 09, 2022 USD ($) | Apr. 30, 2023 USD ($) segment state location | Apr. 24, 2022 USD ($) | Apr. 25, 2021 USD ($) | |
Accounting Policies [Abstract] | ||||||||
Number of locations | location | 14 | 14 | 13 | |||||
Number of states | state | 9 | 9 | 9 | |||||
Number of operating segments | segment | 1 | 1 | ||||||
Number of reportable segments | segment | 1 | 1 | ||||||
Credit and debit card receivables | $ 1,417 | $ 1,417 | $ 1,381 | $ 1,374 | $ 1,381 | |||
Deposits | 6,679 | 6,679 | 5,453 | 5,366 | ||||
Pre-opening expenses | 3,026 | $ 459 | 5,304 | $ 985 | $ 4,935 | $ 0 | $ 0 | |
Number of shares issued (in shares) | shares | 5,000,000 | |||||||
Transaction costs | $ 4,126 | 4,126 | ||||||
Payments for transaction costs | $ 1,540 |
Nature of Business and Basis _5
Nature of Business and Basis of Presentation - Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | |||
Oct. 15, 2023 | Oct. 09, 2022 | Oct. 15, 2023 | Oct. 09, 2022 | Apr. 30, 2023 | Apr. 24, 2022 | Apr. 25, 2021 | |
Disaggregation of Revenue [Line Items] | |||||||
Total revenue | $ 24,623 | $ 23,944 | $ 50,364 | $ 48,925 | $ 111,273 | $ 77,098 | $ 25,017 |
Gift card revenue, net | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Contract liability | 1,479 | 1,479 | 1,896 | 1,892 | |||
Total revenue | 472 | 363 | 1,128 | 1,128 | 2,170 | 1,246 | 539 |
Redemptions, net of discounts | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Total revenue | 369 | 293 | 883 | 666 | 1,415 | 960 | 444 |
Breakage | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Total revenue | $ 103 | $ 70 | $ 245 | $ 462 | $ 755 | $ 286 | $ 95 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Oct. 15, 2023 | Apr. 30, 2023 | Apr. 24, 2022 |
Inventory [Line Items] | |||
Total | $ 830 | $ 802 | $ 703 |
Beverage | |||
Inventory [Line Items] | |||
Total | 582 | 545 | 459 |
Food | |||
Inventory [Line Items] | |||
Total | $ 248 | $ 257 | $ 244 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Oct. 15, 2023 | Apr. 30, 2023 | Apr. 24, 2022 |
Property, Plant and Equipment [Line Items] | |||
Total cost | $ 136,696 | $ 126,463 | $ 108,690 |
Less: accumulated depreciation | (66,962) | (63,621) | (58,310) |
Property and equipment, net | 69,734 | 62,842 | 50,380 |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | 70,421 | 61,534 | 65,048 |
Furniture, fixtures, and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | 38,428 | 33,361 | 34,381 |
Building and building improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | 7,000 | 7,000 | 7,000 |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | $ 20,847 | $ 24,568 | $ 2,261 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Oct. 15, 2023 | Apr. 30, 2023 | Apr. 24, 2022 |
Debt Instrument [Line Items] | |||
Long-term debt | $ 43,622 | ||
Less: Unamortized debt issuance costs and discounts | $ (7,301) | (6,367) | $ (109) |
Total | 44,202 | 37,255 | 23,946 |
Current portion of long-term notes payable | (2,243) | (1,044) | (10,126) |
Long-term notes payable | 41,959 | 36,211 | 13,820 |
PPP and SBA loans | |||
Debt Instrument [Line Items] | |||
Long-term debt | 500 | 500 | 8,789 |
Term loans | |||
Debt Instrument [Line Items] | |||
Long-term debt | 25,000 | 22,500 | 5,598 |
Equipment loan | |||
Debt Instrument [Line Items] | |||
Long-term debt | 16,500 | 11,500 | 0 |
Convertible notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | 5,000 | 5,000 | 5,000 |
Finance obligations | |||
Debt Instrument [Line Items] | |||
Long-term debt | 4,397 | 3,995 | 4,488 |
Total | 665 | ||
Other | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 106 | $ 127 | $ 180 |
Debt - Narrative (Details)
Debt - Narrative (Details) $ in Thousands | 3 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Oct. 15, 2023 USD ($) | Oct. 09, 2022 USD ($) | Oct. 15, 2023 USD ($) | Oct. 09, 2022 USD ($) | Apr. 30, 2023 USD ($) | Apr. 24, 2022 USD ($) | Apr. 25, 2021 USD ($) debt_instrument | Apr. 20, 2020 USD ($) | |
Debt Instrument [Line Items] | ||||||||
Gain on extinguishment of debt | $ 0 | $ (10) | $ 0 | $ 8,448 | $ 8,355 | $ 2,800 | $ 388 | |
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% | |||||||
Gain on extinguishment of debt | $ 8,448 | $ 8,458 | $ 2,728 |
Debt - Term Loans (Details)
Debt - Term Loans (Details) | Mar. 07, 2023 USD ($) tranche store | Oct. 15, 2023 USD ($) | Sep. 29, 2023 USD ($) | Jul. 27, 2023 USD ($) | Apr. 30, 2023 USD ($) | Apr. 24, 2022 USD ($) |
Debt Instrument [Line Items] | ||||||
Debt outstanding | $ 44,202,000 | $ 37,255,000 | $ 23,946,000 | |||
Debt issuance costs, net of amortization | $ 1,356,000 | |||||
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] | ||||||
Number of tranches | tranche | 2 | |||||
Maximum borrowing capacity | $ 35,000,000 | |||||
Interest rate | 15% | 15% | ||||
Debt issuance costs, net of amortization | $ 1,354,000 | |||||
Debt discount | 2,421,000 | |||||
Loan commitment asset | 1,407,000 | |||||
Term loans | Term Loan Facility, Tranche 1 | ||||||
Debt Instrument [Line Items] | ||||||
Debt outstanding | 22,500,000 | |||||
Debt outstanding | $ 22,500,000 | 22,500,000 | ||||
Term loans | Term Loan Facility, Tranche 2 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 15% | |||||
Additional borrowing capacity | $ 12,500,000 | $ 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 | 127,000 | |||||
Debt discount | 110,000 | |||||
Loan commitment asset | 237,000 | |||||
Debt outstanding | 0 | |||||
Term loans | August 2023 Term Loan Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance costs, net of amortization | 1,238,000 | |||||
Debt discount | 2,327,000 | |||||
Loan commitment asset | $ 974,000 |
Debt - Equipment Loan (Details)
Debt - Equipment Loan (Details) - USD ($) $ in Thousands | Apr. 19, 2023 | Oct. 15, 2023 | Jul. 27, 2023 | Apr. 30, 2023 | Apr. 24, 2022 | Jun. 04, 2021 |
Debt Instrument [Line Items] | ||||||
Unamortized debt issuance costs and discounts | $ 7,301 | $ 6,367 | $ 109 | |||
Debt issuance costs, net of amortization | 1,356 | |||||
Convertible Note Agreements | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 1.07% | |||||
Equipment loan | Equipment Loan | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 11,500 | $ 5,000 | ||||
Periodic payment | $ 431 | |||||
Interest rate | 12% | 12% | ||||
Unamortized debt issuance costs and discounts | 3,736 | 2,770 | ||||
Debt issuance costs, net of amortization | 68 | 76 | ||||
Debt discount | $ 3,668 | $ 2,694 |
Debt - Convertible Debt (Detail
Debt - Convertible Debt (Details) $ / shares in Units, $ in Thousands | Oct. 15, 2023 USD ($) | Apr. 30, 2023 USD ($) | Apr. 24, 2022 USD ($) debt_instrument | Jun. 04, 2021 USD ($) debt_instrument $ / shares | Apr. 25, 2021 USD ($) debt_instrument |
Convertible Note Agreements | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 1.07% | ||||
Convertible notes | |||||
Debt Instrument [Line Items] | |||||
Number of debt instruments | debt_instrument | 5 | 3 | |||
Face amount | $ 775 | $ 375 | |||
Convertible notes | Convertible Note Agreements | |||||
Debt Instrument [Line Items] | |||||
Number of debt instruments | debt_instrument | 2 | ||||
Face amount | $ 5,000 | ||||
Annual premium payment, percentage of principal | 6.93% | ||||
Conversion price (in dollars per share) | $ / shares | $ 10 | ||||
Accrued interest | $ 819 | $ 660 | $ 308 |
Debt - Finance Obligations_Debt
Debt - Finance Obligations/Debt Covenants (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Oct. 15, 2023 | Dec. 31, 2011 | Apr. 30, 2023 | Apr. 24, 2022 | |
Debt Instrument [Line Items] | ||||
Debt outstanding | $ 44,202,000 | $ 37,255,000 | $ 23,946,000 | |
Minimum liquidity | 1,000,000 | |||
Finance obligations | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ 665,000 | |||
Interest rate | 10% | |||
Debt term | 5 years | |||
Debt outstanding | $ 665,000 | |||
Finance obligations | Northbrook, Illinois Financing Obligation | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ 7,000,000 | |||
Interest rate | 8.15% | |||
Debt term | 15 years | |||
Debt outstanding | $ 3,733,000 | $ 3,995,000 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | |||
Oct. 15, 2023 | Oct. 09, 2022 | Oct. 15, 2023 | Oct. 09, 2022 | Apr. 30, 2023 | Apr. 24, 2022 | Apr. 25, 2021 | |
Income Tax Disclosure [Abstract] | |||||||
Effective tax rate (in percent) | (0.80%) | (1.50%) | 0% | 5.40% | 2.60% | 0.40% | 0% |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Oct. 15, 2023 | Oct. 09, 2022 | Oct. 15, 2023 | Oct. 09, 2022 | Apr. 30, 2023 | Apr. 24, 2022 | Apr. 25, 2021 | |
Leases [Abstract] | ||||||||
Lease abatement | $ 4,673 | |||||||
Deferred rent | 4,500 | |||||||
Increase in lease liability | 2,678 | $ (4,697) | $ (4,101) | $ (7,632) | $ (8,451) | $ (8,041) | ||
Decrease in occupancy costs | 9,173 | |||||||
Gain on lease modification | $ 3,281 | 3,281 | 0 | |||||
Leases which have not yet commenced | $ 93,682 | 93,682 | $ 93,682 | |||||
Operating lease expense | $ 394 | $ 266 | $ 1,003 | $ 444 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | |||
Oct. 15, 2023 | Oct. 09, 2022 | Oct. 15, 2023 | Oct. 09, 2022 | Apr. 30, 2023 | Apr. 24, 2022 | Apr. 25, 2021 | |
Leases [Abstract] | |||||||
Operating lease cost | $ 3,545 | $ 3,037 | $ 3,878 | $ 5,799 | $ 14,199 | $ 12,381 | $ 11,211 |
Variable lease cost | 1,570 | 1,576 | 2,870 | 3,133 | |||
Total lease cost | $ 5,115 | $ 4,613 | $ 6,748 | $ 8,932 | $ 17,858 | $ 10,609 | $ 13,276 |
Redeemable Convertible Prefer_5
Redeemable Convertible Preferred Stock (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Oct. 09, 2022 USD ($) debt_instrument | Apr. 30, 2023 USD ($) vote $ / shares shares | Apr. 24, 2022 USD ($) debt_instrument | Apr. 25, 2021 USD ($) debt_instrument | Oct. 15, 2023 Vote $ / shares shares | |
Temporary Equity [Line Items] | |||||
Number of votes | 1 | 1 | |||
Temporary equity, par value, (per share) | $ / shares | $ 0.01 | $ 0.01 | |||
Temporary equity, shares authorized (in shares) | shares | 18,867,011 | 21,867,011 | |||
Conversion ratio | shares | 1 | ||||
Debt converted | $ | $ 1,050 | $ 0 | $ 0 | ||
Convertible notes | |||||
Temporary Equity [Line Items] | |||||
Face amount | $ | $ 775 | $ 375 | |||
Number of debt instruments | debt_instrument | 5 | 3 | |||
Debt converted | $ | $ 1,050 | ||||
Number of debt instruments converted | debt_instrument | 7 | ||||
Number of debt instruments extinguished | debt_instrument | 1 | ||||
Debt repaid | $ | $ 100 | ||||
Unallocated Preferred Stock | |||||
Temporary Equity [Line Items] | |||||
Temporary equity, shares authorized (in shares) | shares | 2,375,000 | 3,132,989 | |||
Preferred stock (as converted to common shares) | |||||
Temporary Equity [Line Items] | |||||
Temporary equity, shares authorized (in shares) | shares | 21,242,011 | 25,000,000 |
Redeemable Convertible Prefer_6
Redeemable Convertible Preferred Stock - Schedule of Preferred Stock (Details) - USD ($) $ in Thousands | Oct. 15, 2023 | Jul. 23, 2023 | Apr. 30, 2023 | Oct. 09, 2022 | Jul. 17, 2022 | Apr. 24, 2022 | Apr. 25, 2021 | Apr. 26, 2020 |
Temporary Equity [Line Items] | ||||||||
Temporary equity, shares authorized (in shares) | 21,867,011 | 18,867,011 | ||||||
Temporary equity, shares outstanding (in shares) | 11,054,593 | 10,999,393 | 10,203,945 | 10,203,945 | 10,203,945 | 10,085,612 | 9,585,612 | 9,310,612 |
Temporary equity, shares issued (in shares) | 11,054,593 | 10,203,945 | ||||||
Temporary equity, carrying amount | $ 75,262 | $ 73,488 | $ 53,468 | $ 53,468 | $ 53,468 | $ 52,218 | $ 44,718 | $ 42,018 |
Temporary equity, liquidation value | $ 114,663 | $ 85,715 | ||||||
Series A Preferred Stock | ||||||||
Temporary Equity [Line Items] | ||||||||
Temporary equity, shares authorized (in shares) | 2,301,202 | 2,301,202 | ||||||
Temporary equity, shares outstanding (in shares) | 2,301,200 | 2,301,200 | ||||||
Temporary equity, shares issued (in shares) | 2,301,200 | 2,301,200 | ||||||
Temporary equity, carrying amount | $ 1,151 | $ 1,151 | ||||||
Temporary equity, liquidation value | $ 2,915 | $ 2,873 | ||||||
Series B Preferred Stock | ||||||||
Temporary Equity [Line Items] | ||||||||
Temporary equity, shares authorized (in shares) | 471,164 | 471,164 | ||||||
Temporary equity, shares outstanding (in shares) | 464,914 | 464,914 | ||||||
Temporary equity, shares issued (in shares) | 464,914 | 464,914 | ||||||
Temporary equity, carrying amount | $ 930 | $ 930 | ||||||
Temporary equity, liquidation value | $ 2,303 | $ 2,268 | ||||||
Series C Preferred Stock | ||||||||
Temporary Equity [Line Items] | ||||||||
Temporary equity, shares authorized (in shares) | 240,000 | 240,000 | ||||||
Temporary equity, shares outstanding (in shares) | 120,000 | 120,000 | ||||||
Temporary equity, shares issued (in shares) | 120,000 | 120,000 | ||||||
Temporary equity, carrying amount | $ 300 | $ 300 | ||||||
Temporary equity, liquidation value | $ 707 | $ 696 | ||||||
Series D Preferred Stock | ||||||||
Temporary Equity [Line Items] | ||||||||
Temporary equity, shares authorized (in shares) | 3,229,645 | 3,229,645 | ||||||
Temporary equity, shares outstanding (in shares) | 2,670,373 | 2,670,373 | ||||||
Temporary equity, shares issued (in shares) | 2,670,373 | 2,670,373 | ||||||
Temporary equity, carrying amount | $ 10,340 | $ 10,340 | ||||||
Temporary equity, liquidation value | $ 20,404 | $ 20,043 | ||||||
Series E Preferred Stock | ||||||||
Temporary Equity [Line Items] | ||||||||
Temporary equity, shares authorized (in shares) | 5,000,000 | 5,000,000 | ||||||
Temporary equity, shares outstanding (in shares) | 367,833 | 367,833 | ||||||
Temporary equity, shares issued (in shares) | 367,833 | 367,833 | ||||||
Temporary equity, carrying amount | $ 2,207 | $ 2,207 | ||||||
Temporary equity, liquidation value | $ 3,809 | $ 3,727 | ||||||
Series F Preferred Stock | ||||||||
Temporary Equity [Line Items] | ||||||||
Temporary equity, shares authorized (in shares) | 4,125,000 | 4,125,000 | ||||||
Temporary equity, shares outstanding (in shares) | 3,411,292 | 3,411,292 | ||||||
Temporary equity, shares issued (in shares) | 3,411,292 | 3,411,292 | ||||||
Temporary equity, carrying amount | $ 27,290 | $ 27,290 | ||||||
Temporary equity, liquidation value | $ 41,724 | $ 40,720 | ||||||
Series G Preferred Stock | ||||||||
Temporary Equity [Line Items] | ||||||||
Temporary equity, shares authorized (in shares) | 500,000 | 500,000 | ||||||
Temporary equity, shares outstanding (in shares) | 355,000 | 355,000 | ||||||
Temporary equity, shares issued (in shares) | 355,000 | 355,000 | ||||||
Temporary equity, carrying amount | $ 3,550 | $ 3,550 | ||||||
Temporary equity, liquidation value | $ 5,109 | $ 4,979 | ||||||
Series H Preferred Stock | ||||||||
Temporary Equity [Line Items] | ||||||||
Temporary equity, shares authorized (in shares) | 3,000,000 | 3,000,000 | ||||||
Temporary equity, shares outstanding (in shares) | 513,333 | 513,333 | ||||||
Temporary equity, shares issued (in shares) | 513,333 | 513,333 | ||||||
Temporary equity, carrying amount | $ 7,700 | $ 7,700 | ||||||
Temporary equity, liquidation value | $ 10,692 | $ 10,409 | ||||||
Series I Preferred Stock | ||||||||
Temporary Equity [Line Items] | ||||||||
Temporary equity, shares authorized (in shares) | 3,000,000 | |||||||
Temporary equity, shares outstanding (in shares) | 850,648 | |||||||
Temporary equity, shares issued (in shares) | 850,648 | |||||||
Temporary equity, carrying amount | $ 21,794 | |||||||
Temporary equity, liquidation value | $ 27,000 |
Redeemable Convertible Prefer_7
Redeemable Convertible Preferred Stock - A through H Preferred Stock (Details) - USD ($) | 5 Months Ended | 12 Months Ended | ||
Oct. 15, 2023 | Apr. 30, 2023 | Apr. 24, 2022 | Apr. 25, 2021 | |
Temporary Equity [Line Items] | ||||
Dividend rate percentage | 8% | 8% | ||
Dividends payable | $ 0 | $ 0 | $ 0 | $ 0 |
Cumulative dividends | $ 23,013,000 | $ 20,653,000 | $ 16,691,000 | $ 13,084,000 |
Voting percentage | 66.67% | 66.67% | ||
Minimum | ||||
Temporary Equity [Line Items] | ||||
Stock price trigger (in dollars per share) | $ 0.50 | $ 0.50 | ||
Maximum | ||||
Temporary Equity [Line Items] | ||||
Stock price trigger (in dollars per share) | 15 | 15 | ||
Series A Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Liquidation preference (in dollars per share) | 0.50 | 0.50 | ||
Series B Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Liquidation preference (in dollars per share) | 2 | 2 | ||
Series C Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Liquidation preference (in dollars per share) | 2.50 | 2.50 | ||
Series D Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Liquidation preference (in dollars per share) | 3.87 | 3.87 | ||
Series E Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Liquidation preference (in dollars per share) | 6 | 6 | ||
Series F Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Liquidation preference (in dollars per share) | 8 | 8 | ||
Series G Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Liquidation preference (in dollars per share) | 10 | 10 | ||
Series H Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Liquidation preference (in dollars per share) | $ 15 | $ 15 | ||
Series I Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Cumulative dividends | $ 528,000 | |||
Liquidation preference (in dollars per share) | $ 25 |
Redeemable Convertible Prefer_8
Redeemable Convertible Preferred Stock - Series I Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 5 Months Ended | |||||
Aug. 01, 2023 | Jun. 30, 2023 | Oct. 15, 2023 | Apr. 30, 2023 | Apr. 24, 2022 | Apr. 25, 2021 | |
Temporary Equity [Line Items] | ||||||
Cumulative dividends | $ 23,013 | $ 20,653 | $ 16,691 | $ 13,084 | ||
Bridge Loan | ||||||
Temporary Equity [Line Items] | ||||||
Face amount | $ 18,000 | |||||
Proceeds from convertible debt | $ 1,380 | $ 1,886 | ||||
Series I Preferred Stock | ||||||
Temporary Equity [Line Items] | ||||||
Cumulative dividends | $ 528 | |||||
Dividend rate (in dollars per share) | $ 2 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ in Thousands | 5 Months Ended | 12 Months Ended | |||
Oct. 19, 2023 | Oct. 15, 2023 | Apr. 30, 2023 | Apr. 24, 2022 | Dec. 31, 2008 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Unrecognized expense | $ 5,112 | $ 1,483 | |||
Restricted Stock | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Awards outstanding (in shares) | 0 | 0 | 0 | ||
Stock options | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Unrecognized expense, period of recognition | 3 years 14 days | 2 years 6 months | |||
2008 Equity Incentive Plan | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Shares authorized (in shares) | 2,900,000 | ||||
Vesting percentage | 20% | ||||
Vesting period | 5 years | ||||
Expiration period | 10 years | ||||
Expiration period, employee termination | 90 days | ||||
2023 Stock Option Plan | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Shares authorized (in shares) | 1,500,000 | ||||
Vesting percentage | 20% | ||||
Vesting period | 5 years | ||||
Expiration period | 10 years | ||||
Expiration period, employee termination | 90 days |
Stock-Based Compensation - Opti
Stock-Based Compensation - Options Outstanding (Details) - USD ($) $ / shares in Units, $ in Thousands | 5 Months Ended | 12 Months Ended | |||
Oct. 15, 2023 | Apr. 30, 2023 | Apr. 24, 2022 | Apr. 25, 2021 | Apr. 26, 2020 | |
Number of Options | |||||
Outstanding, beginning balance (in shares) | 2,284,399,000 | 2,143,885,000 | 2,267,594,000 | 2,225,200,000 | |
Granted (in shares) | 619,500,000 | 644,500,000 | 547,000,000 | 433,163,000 | |
Exercised (in shares) | 0 | (11,708,000) | (10,000,000) | (77,000,000) | |
Expired (in shares) | (13,000,000) | (40,500,000) | (27,500,000) | ||
Forfeited or cancelled (in shares) | (41,047,000) | (451,778,000) | (633,209,000) | (313,769,000) | |
Outstanding, ending balance (in shares) | 2,849,852,000 | 2,284,399,000 | 2,143,885,000 | 2,267,594,000 | 2,225,200,000 |
Exercisable (in shares) | 1,299,441,000 | 1,201,860,000 | 1,037,077,000 | ||
Weighted-average Exercise Price | |||||
Outstanding, beginning balance (in dollars per share) | $ 9.84 | $ 8.27 | $ 6.88 | $ 6.64 | |
Granted (in dollars per share) | 22.77 | 15 | 12.54 | 8 | |
Exercised (in dollars per share) | 0 | 5.63 | 3 | 2.52 | |
Expired (in dollars per share) | 3.35 | 3 | 3 | ||
Forfeited or cancelled (in dollars per share) | 14.65 | 10.45 | 7.30 | 7.53 | |
Outstanding, ending balance (in dollars per share) | 12.61 | 9.84 | 8.27 | $ 6.88 | $ 6.64 |
Exercisable (in dollars per share) | $ 7.53 | $ 7.07 | $ 6.36 | ||
Weighted-average Remaining Contractual Term (in years) | 6 years 10 months 24 days | 6 years 6 months 21 days | 6 years 9 months 25 days | 7 years 1 month 24 days | 7 years 6 months 25 days |
Exercisable, Weighted-average Remaining Contractual Term (in years) | 4 years 7 months 20 days | 4 years 9 months 7 days | 5 years 21 days | ||
Aggregate Intrinsic Value (in thousands) | $ 8,250 | $ 16,628 |
Warrants - Rollforward (Details
Warrants - Rollforward (Details) - $ / shares | 5 Months Ended | 12 Months Ended |
Oct. 15, 2023 | Apr. 30, 2023 | |
Number of Warrants | ||
Warrants outstanding, beginning (in shares) | 483,649 | 131,006 |
Granted (in shares) | 48,530 | 386,119 |
Expired (in shares) | 0 | 33,476 |
Warrants outstanding, ending (in shares) | 532,179 | 483,649 |
Weighted-Average Exercise Price | ||
Warrants, Weighted-Average Exercise Price, beginning (in dollars per share) | $ 1.31 | $ 4.49 |
Granted (in dollars per share) | 0.01 | 0.20 |
Expired (in dollars per share) | 0 | 1 |
Warrants, Weighted-Average Exercise Price, ending (in dollars per share) | $ 1.19 | $ 1.31 |
Warrants - Narrative (Details)
Warrants - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||||||
Dec. 29, 2023 | Oct. 20, 2023 | Sep. 29, 2023 | Aug. 01, 2023 | Jul. 31, 2023 | Apr. 19, 2023 | Jul. 31, 2023 | Apr. 30, 2023 | Apr. 30, 2023 | Oct. 15, 2023 | Apr. 24, 2022 | Apr. 25, 2021 | Apr. 26, 2020 | |
Class of Warrant or Right [Line Items] | |||||||||||||
Exercise price of warrant (in dollars per share) | $ 1.31 | $ 1.31 | $ 1.19 | $ 4.49 | $ 3.45 | $ 3.45 | |||||||
Expiration period | 10 years | 10 years | 10 years | ||||||||||
Warrants exercised (in shares) | 11,443 | 111,619 | |||||||||||
Term loans | Term Loan, Tranche 2 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Draw on loan | $ 5,000 | $ 5,000 | $ 1,500 | $ 1,000 | |||||||||
Silverview Credit Partners LP | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Exercise price of warrant (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||
Warrants outstanding | $ 1,712 | $ 1,712 | |||||||||||
Warrants exercised (in shares) | 162,946 | 258,303 | 267,000 | ||||||||||
Service Provider | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Exercise price of warrant (in dollars per share) | $ 10 | $ 10 | |||||||||||
Fair value of warrants (in dollars per share) | 10 | $ 10 | |||||||||||
Warrants exercised (in shares) | 7,500 | ||||||||||||
Granite Creek Capital Partners LLC | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Exercise price of warrant (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.001 | ||||||||||
Warrants outstanding | $ 1,925 | $ 1,925 | $ 2,202 | ||||||||||
Warrants exercised (in shares) | 48,530 | 111,619 | |||||||||||
Warrants Not Amended | Silverview Credit Partners LP | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants exercised (in shares) | 8,697 | ||||||||||||
Warrants, Tranche 2 Loan Commitment | Silverview Credit Partners LP | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants exercised (in shares) | 7,629 | ||||||||||||
Contingently Issuable Warrants | Silverview Credit Partners LP | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants issued (in shares) | 76,285 | ||||||||||||
Warrants outstanding | $ 1,049 | ||||||||||||
Warrants exercised (in shares) | 87,728 | ||||||||||||
Issued Warrants | Silverview Credit Partners LP | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants exercised (in shares) | 179,272 |
Warrants - Warrant Liability (D
Warrants - Warrant Liability (Details) - Warrants - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 15, 2023 | Jul. 23, 2023 | |
Fair value, liabilities measured on recurring basis, unobservable input reconciliation, calculation | ||
Derivative warrant liabilities, Beginning balance | $ 2,334 | $ 1,925 |
Granted to Granite Creek | 1,015 | |
Reclassification of liability-classified warrants | 1,834 | |
Issuance of contingently issuable shares | (173) | |
Change in fair value | (1,759) | 409 |
Derivative warrant liabilities, Ending balance | $ 3,251 | $ 2,334 |
Net Earnings (Loss) Per Share_2
Net Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Oct. 15, 2023 | Jul. 23, 2023 | Oct. 09, 2022 | Jul. 17, 2022 | Oct. 15, 2023 | Oct. 09, 2022 | Apr. 30, 2023 | Apr. 24, 2022 | Apr. 25, 2021 | |
Numerator: | |||||||||
Net (loss) income | $ (7,283) | $ (3,046) | $ (3,390) | $ 5,035 | $ (10,329) | $ 1,645 | $ (7,525) | $ (9,917) | $ (29,998) |
Cumulative unpaid dividends on preferred stock | (394) | 0 | (528) | 0 | |||||
Change in redemption amount of preferred stock | 0 | 0 | (1,423) | 0 | |||||
Net loss on which diluted earnings per share is calculated | (7,677) | (3,390) | (12,280) | 1,645 | (7,525) | (9,917) | (29,998) | ||
Net loss on which basic earnings per share is calculated | $ (7,677) | $ (3,390) | $ (12,280) | $ 1,645 | $ (7,525) | $ (9,917) | $ (29,998) | ||
Denominator: | |||||||||
Weighted average common shares outstanding, basic (in shares) | 6,535,000 | 6,168,000 | 6,550,000 | 6,168,000 | 6,210,000 | 6,108,000 | 6,079,000 | ||
Dilutive awards outstanding (in shares) | 0 | 0 | 0 | 10,824,000 | |||||
Weighted average common shares outstanding, diluted (in shares) | 6,535,000 | 6,168,000 | 6,550,000 | 16,992,000 | 6,210,000 | 6,108,000 | 6,079,000 | ||
Earnings (loss) per share: | |||||||||
Earnings (loss) per share, basic (in dollars per share) | $ (1.17) | $ (0.55) | $ (1.87) | $ 0.27 | $ (1.21) | $ (1.62) | $ (4.93) | ||
Earnings (loss) per share, diluted (in dollars per share) | $ (1.17) | $ (0.55) | $ (1.87) | $ 0.10 | $ (1.21) | $ (1.62) | $ (4.93) |
Net Earnings (Loss) Per Share -
Net Earnings (Loss) Per Share - Antidilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | 5 Months Ended | 12 Months Ended | |||
Oct. 15, 2023 | Oct. 09, 2022 | Oct. 15, 2023 | Apr. 30, 2023 | Apr. 24, 2022 | Apr. 25, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total common stock equivalents | 15,927 | 13,072 | 15,927 | 13,093 | 12,861 | 12,040 |
Stock options | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total common stock equivalents | 2,850 | 2,256 | 2,850 | 2,284 | 2,144 | 2,268 |
Preferred stock (as converted to common shares) | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total common stock equivalents | 12,383 | 10,204 | 12,383 | 10,204 | 10,086 | 9,586 |
Convertible debt (as converted to common shares) | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total common stock equivalents | 513 | 507 | 513 | 500 | 500 | 0 |
Contingently issuable warrants | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total common stock equivalents | 76 | 0 | 76 | |||
Warrants | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total common stock equivalents | 105 | 105 | 105 | 105 | 131 | 187 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | |||
Oct. 15, 2023 | Oct. 09, 2022 | Oct. 15, 2023 | Oct. 09, 2022 | Apr. 30, 2023 | Apr. 24, 2022 | Apr. 25, 2021 | |
Related Party | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Accounts payable | $ 8,158 | $ 8,158 | $ 7,349 | $ 7,258 | |||
Design Services And Equipment Supply | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Related party transaction | 10 | $ 21 | 1,367 | $ 4,119 | 6,553 | 1,043 | $ 576 |
Design Services And Equipment Supply | Related Party | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Accounts payable | $ 1,742 | $ 1,742 | $ 1,911 | $ 837 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | ||||||||||||
Dec. 29, 2023 | Dec. 04, 2023 | Nov. 22, 2023 | Oct. 20, 2023 | Sep. 29, 2023 | Aug. 01, 2023 | Apr. 19, 2023 | Jul. 31, 2023 | Apr. 30, 2023 | Oct. 15, 2023 | Apr. 24, 2022 | Apr. 25, 2021 | Apr. 26, 2020 | |
Subsequent Event [Line Items] | |||||||||||||
Warrants exercised (in shares) | 11,443 | 111,619 | |||||||||||
Exercise price of warrant (in dollars per share) | $ 1.31 | $ 1.19 | $ 4.49 | $ 3.45 | $ 3.45 | ||||||||
Expiration period | 10 years | 10 years | |||||||||||
Second Amended and Restated Business Combination Agreement | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Shares issued in business combination (in shares) | 4,000,000 | ||||||||||||
Granite Creek Capital Partners LLC | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Warrants exercised (in shares) | 48,530 | 111,619 | |||||||||||
Exercise price of warrant (in dollars per share) | $ 0.01 | $ 0.001 | |||||||||||
Warrant 1 | Granite Creek Capital Partners LLC | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Warrants exercised (in shares) | 111,619 | ||||||||||||
Exercise price of warrant (in dollars per share) | $ 0.01 | ||||||||||||
Warrant 2 | Granite Creek Capital Partners LLC | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Warrants exercised (in shares) | 48,530 | ||||||||||||
Exercise price of warrant (in dollars per share) | $ 0.001 | ||||||||||||
Senior Notes | Oaktree Capital Management, L.P. | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Interest rate | 12.50% | ||||||||||||
Debt term | 5 years | ||||||||||||
Face amount | $ 90,000,000 | ||||||||||||
Interest rate, paid in cash or kind | 7.50% | ||||||||||||
Term Loan, Tranche 2 | Term loans | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Draw on loan | $ 5,000,000 | $ 5,000,000 | $ 1,500,000 | $ 1,000,000 | |||||||||
Interest rate | 15% | 15% | |||||||||||
Senior Secured Notes, Initial Notes | Oaktree Capital Management, L.P. | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Exercise price of warrant (in dollars per share) | $ 0.01 | ||||||||||||
Warrants issued (in shares) | 2,500,000 | ||||||||||||
Expiration period | 10 years | ||||||||||||
Senior Secured Notes, Initial Notes | Oaktree Capital Management, L.P. | Class of Warrant or Right, Scenario 1 | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Price per shares of common stock (in dollars per share) | $ 8 | ||||||||||||
Senior Secured Notes, Initial Notes | Oaktree Capital Management, L.P. | Class of Warrant or Right, Scenario 2 | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Price per shares of common stock (in dollars per share) | $ 6 | ||||||||||||
Senior Secured Notes, Initial Notes | Oaktree Capital Management, L.P. | Minimum | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Warrants issued (in shares) | 412,500 | ||||||||||||
Senior Secured Notes, Initial Notes | Oaktree Capital Management, L.P. | Maximum | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Warrants issued (in shares) | 187,500 | ||||||||||||
Senior Secured Notes, Initial Notes | Senior Notes | Oaktree Capital Management, L.P. | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Face amount | $ 50,000,000 | ||||||||||||
Senior Secured Notes, Additional Notes | Oaktree Capital Management, L.P. | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Exercise price of warrant (in dollars per share) | $ 0.01 | ||||||||||||
Warrants issued (in shares) | 1,750,000 | ||||||||||||
Expiration period | 10 years | ||||||||||||
Senior Secured Notes, Additional Notes | Oaktree Capital Management, L.P. | Class of Warrant or Right, Scenario 1 | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Price per shares of common stock (in dollars per share) | $ 6 | ||||||||||||
Senior Secured Notes, Additional Notes | Oaktree Capital Management, L.P. | Maximum | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Warrants issued (in shares) | 150,000 | ||||||||||||
Senior Secured Notes, Additional Notes | Senior Notes | Oaktree Capital Management, L.P. | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Face amount | $ 40,000,000 | ||||||||||||
Senior Secured Notes, Additional Notes | Senior Notes | Oaktree Capital Management, L.P. | Minimum | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Additional purchase period | 9 months | ||||||||||||
Senior Secured Notes, Additional Notes | Senior Notes | Oaktree Capital Management, L.P. | Maximum | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Additional purchase period | 12 months |
Nature of Business - 10K (Detai
Nature of Business - 10K (Details) | 5 Months Ended | 12 Months Ended |
Oct. 15, 2023 location segment state | Apr. 30, 2023 segment state location | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of locations | location | 14 | 13 |
Number of states | state | 9 | 9 |
Number of operating segments | 1 | 1 |
Number of reportable segments | 1 | 1 |
Significant Accounting Polici_4
Significant Accounting Policies - 10K - Error Corrections (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2023 | Oct. 15, 2023 | Jul. 23, 2023 | Oct. 09, 2022 | Jul. 17, 2022 | Oct. 15, 2023 | Oct. 09, 2022 | Apr. 30, 2023 | Apr. 24, 2022 | Apr. 25, 2021 | Apr. 26, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Property and equipment, net | $ 69,734 | $ 69,734 | $ 62,842 | $ 50,380 | |||||||
Operating lease right-of-use assets | 49,185 | 49,185 | 55,604 | 53,276 | |||||||
Total assets | 141,303 | 141,303 | 130,927 | 114,472 | |||||||
Accrued occupancy costs | 5,556 | 5,556 | 14,940 | 15,244 | |||||||
Other accrued liabilities | 10,227 | 10,227 | 8,613 | 7,519 | |||||||
Current portion of operating lease liabilities | 10,824 | 10,824 | 10,727 | 8,898 | |||||||
Total current liabilities | 61,035 | 61,035 | 61,978 | 67,127 | |||||||
Operating lease liabilities | 89,888 | 89,888 | 91,398 | 85,552 | |||||||
Total liabilities | 194,619 | 194,619 | 192,457 | 171,810 | |||||||
Common stock | 62 | 62 | 62 | 62 | |||||||
Additional paid-in capital | 482 | 482 | 3,733 | 1,650 | |||||||
Accumulated deficit | (129,122) | (129,122) | (118,793) | (111,268) | |||||||
Total stockholders' deficit | (128,578) | $ (119,460) | $ (107,785) | $ (104,463) | (128,578) | $ (107,785) | (114,998) | (109,556) | $ (99,975) | $ (70,422) | |
Total liabilities, redeemable convertible preferred stock, and stockholders' deficit | 141,303 | 141,303 | 130,927 | 114,472 | |||||||
Store labor and benefits | 9,337 | 9,052 | 18,634 | 18,066 | 40,415 | 24,145 | 10,776 | ||||
Store occupancy costs, excluding depreciation | 4,583 | 4,217 | 5,590 | 8,246 | 18,375 | 12,592 | 14,920 | ||||
Other store operating expenses, excluding depreciation | 5,134 | 3,864 | 9,556 | 8,178 | 18,655 | 14,531 | 7,037 | ||||
General and administrative expenses | 3,774 | 3,312 | 7,302 | 7,311 | 13,205 | 12,316 | 6,320 | ||||
Depreciation expense | 3,341 | 3,714 | 8,086 | 8,818 | 8,805 | ||||||
Operating loss | (7,206) | (3,019) | (8,078) | (6,202) | (13,729) | (11,331) | (29,538) | ||||
Loss Before Income Taxes | (7,355) | (3,294) | (10,329) | 1,789 | (7,333) | (9,879) | (29,985) | ||||
Net (loss) income | $ (7,283) | (3,046) | $ (3,390) | 5,035 | $ (10,329) | $ 1,645 | $ (7,525) | $ (9,917) | $ (29,998) | ||
Earnings (loss) per share, basic (in dollars per share) | $ (1.17) | $ (0.55) | $ (1.87) | $ 0.27 | $ (1.21) | $ (1.62) | $ (4.93) | ||||
Earnings (loss) per share, diluted (in dollars per share) | $ (1.17) | $ (0.55) | $ (1.87) | $ 0.10 | $ (1.21) | $ (1.62) | $ (4.93) | ||||
Stock based compensation | $ 220 | 141 | $ 59 | 52 | $ 295 | $ 280 | $ 365 | ||||
Non-cash operating lease expense | $ 2,646 | $ 2,560 | 5,252 | 4,155 | 5,269 | ||||||
Accrued occupancy costs | (4,210) | (2,038) | (3,595) | (5,363) | 16,100 | ||||||
Other accrued liabilities | 289 | (408) | (662) | 276 | 1,917 | ||||||
Increase in lease liability | $ 2,678 | (4,697) | (4,101) | (7,632) | (8,451) | (8,041) | |||||
Non-cash capital expenditures included in accounts payable | 2,798 | 3,288 | 9,924 | 1,054 | 16 | ||||||
Net cash used in operating activities | (15,924) | (997) | (12,040) | (5,586) | (8,185) | ||||||
Common | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Total stockholders' deficit | 62 | 62 | 62 | 62 | 62 | 62 | 62 | 62 | 61 | 61 | |
Additional Paid-In Capital | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Total stockholders' deficit | 482 | 2,317 | 1,777 | 1,708 | 482 | 1,777 | 3,733 | 1,650 | 1,315 | 870 | |
Stock based compensation | 220 | 141 | 59 | 52 | 295 | 280 | 365 | ||||
Accumulated Deficit | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Total stockholders' deficit | (129,122) | (121,839) | (109,623) | (106,233) | (129,122) | (109,623) | (118,793) | (111,268) | (101,351) | (71,353) | |
Net (loss) income | (7,283) | $ (3,046) | $ (3,390) | $ 5,035 | (7,525) | (9,917) | (29,998) | ||||
As Reported | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Property and equipment, net | 50,627 | ||||||||||
Operating lease right-of-use assets | 52,958 | ||||||||||
Total assets | 114,401 | ||||||||||
Accrued occupancy costs | 15,723 | ||||||||||
Other accrued liabilities | 7,358 | ||||||||||
Current portion of operating lease liabilities | 9,177 | ||||||||||
Total current liabilities | 68,140 | ||||||||||
Operating lease liabilities | 82,413 | ||||||||||
Total liabilities | 169,684 | ||||||||||
Common stock | 57 | ||||||||||
Additional paid-in capital | 1,350 | ||||||||||
Accumulated deficit | (108,908) | ||||||||||
Total stockholders' deficit | (107,501) | (97,546) | (68,389) | ||||||||
Total liabilities, redeemable convertible preferred stock, and stockholders' deficit | 114,401 | ||||||||||
Store labor and benefits | 23,984 | ||||||||||
Store occupancy costs, excluding depreciation | 12,958 | 14,524 | |||||||||
Other store operating expenses, excluding depreciation | 15,162 | 7,317 | |||||||||
General and administrative expenses | 11,639 | 5,978 | |||||||||
Depreciation expense | 8,846 | ||||||||||
Operating loss | (11,518) | (29,080) | |||||||||
Loss Before Income Taxes | (10,066) | (29,527) | |||||||||
Net (loss) income | $ (10,104) | $ (29,540) | |||||||||
Earnings (loss) per share, basic (in dollars per share) | $ (1.65) | $ (4.86) | |||||||||
Earnings (loss) per share, diluted (in dollars per share) | $ (1.65) | $ (4.86) | |||||||||
Stock based compensation | $ 93 | $ 303 | |||||||||
Non-cash operating lease expense | 4,114 | ||||||||||
Stock based compensation | 93 | ||||||||||
Accrued occupancy costs | (4,703) | ||||||||||
Other accrued liabilities | 115 | ||||||||||
Increase in lease liability | (8,705) | ||||||||||
Non-cash capital expenditures included in accounts payable | 1,328 | ||||||||||
Net cash used in operating activities | (5,586) | ||||||||||
As Reported | Common | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Total stockholders' deficit | 56 | ||||||||||
As Reported | Additional Paid-In Capital | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Total stockholders' deficit | 1,350 | 1,202 | 819 | ||||||||
As Reported | Accumulated Deficit | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Total stockholders' deficit | (108,908) | (98,804) | (69,264) | ||||||||
Adjustment | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Property and equipment, net | (247) | ||||||||||
Operating lease right-of-use assets | 318 | ||||||||||
Total assets | 71 | ||||||||||
Accrued occupancy costs | (479) | ||||||||||
Other accrued liabilities | 161 | ||||||||||
Current portion of operating lease liabilities | (279) | ||||||||||
Total current liabilities | (1,013) | ||||||||||
Operating lease liabilities | 3,139 | ||||||||||
Total liabilities | 2,126 | ||||||||||
Common stock | 5 | ||||||||||
Additional paid-in capital | 300 | ||||||||||
Accumulated deficit | (2,360) | ||||||||||
Total stockholders' deficit | (2,055) | (2,429) | (2,033) | ||||||||
Total liabilities, redeemable convertible preferred stock, and stockholders' deficit | 71 | ||||||||||
Store labor and benefits | 161 | ||||||||||
Store occupancy costs, excluding depreciation | (366) | 396 | |||||||||
Other store operating expenses, excluding depreciation | (631) | (280) | |||||||||
General and administrative expenses | 677 | 342 | |||||||||
Depreciation expense | (28) | ||||||||||
Operating loss | 187 | (458) | |||||||||
Loss Before Income Taxes | 187 | (458) | |||||||||
Net (loss) income | $ 187 | $ (458) | |||||||||
Earnings (loss) per share, basic (in dollars per share) | $ 0.03 | $ (0.08) | |||||||||
Earnings (loss) per share, diluted (in dollars per share) | $ 0.03 | $ (0.08) | |||||||||
Stock based compensation | $ 187 | $ 62 | |||||||||
Non-cash operating lease expense | 41 | ||||||||||
Stock based compensation | 187 | ||||||||||
Accrued occupancy costs | (660) | ||||||||||
Other accrued liabilities | 161 | ||||||||||
Increase in lease liability | 254 | ||||||||||
Non-cash capital expenditures included in accounts payable | (274) | ||||||||||
Net cash used in operating activities | 0 | ||||||||||
Adjustment | Common | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Total stockholders' deficit | 5 | ||||||||||
Adjustment | Additional Paid-In Capital | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Total stockholders' deficit | 300 | 113 | 51 | ||||||||
Adjustment | Accumulated Deficit | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Total stockholders' deficit | (2,361) | (2,547) | (2,089) | ||||||||
As Corrected | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Property and equipment, net | 50,380 | ||||||||||
Operating lease right-of-use assets | 53,276 | ||||||||||
Total assets | 114,472 | ||||||||||
Accrued occupancy costs | 15,244 | ||||||||||
Other accrued liabilities | 7,519 | ||||||||||
Current portion of operating lease liabilities | 8,898 | ||||||||||
Total current liabilities | 67,127 | ||||||||||
Operating lease liabilities | 85,552 | ||||||||||
Total liabilities | 171,810 | ||||||||||
Common stock | 62 | ||||||||||
Additional paid-in capital | 1,650 | ||||||||||
Accumulated deficit | (111,268) | ||||||||||
Total stockholders' deficit | (109,556) | (99,975) | (70,422) | ||||||||
Total liabilities, redeemable convertible preferred stock, and stockholders' deficit | 114,472 | ||||||||||
Store labor and benefits | 24,145 | ||||||||||
Store occupancy costs, excluding depreciation | 12,592 | 14,920 | |||||||||
Other store operating expenses, excluding depreciation | 14,531 | 7,037 | |||||||||
General and administrative expenses | 12,316 | 6,320 | |||||||||
Depreciation expense | 8,818 | ||||||||||
Operating loss | (11,331) | (29,538) | |||||||||
Loss Before Income Taxes | (9,879) | (29,985) | |||||||||
Net (loss) income | $ (9,917) | $ (29,998) | |||||||||
Earnings (loss) per share, basic (in dollars per share) | $ (1.62) | $ (4.93) | |||||||||
Earnings (loss) per share, diluted (in dollars per share) | $ (1.62) | $ (4.93) | |||||||||
Stock based compensation | $ 280 | $ 365 | |||||||||
Non-cash operating lease expense | 4,155 | ||||||||||
Stock based compensation | 280 | ||||||||||
Accrued occupancy costs | (5,363) | ||||||||||
Other accrued liabilities | 276 | ||||||||||
Increase in lease liability | (8,451) | ||||||||||
Non-cash capital expenditures included in accounts payable | 1,054 | ||||||||||
Net cash used in operating activities | (5,586) | ||||||||||
As Corrected | Common | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Total stockholders' deficit | 61 | ||||||||||
As Corrected | Additional Paid-In Capital | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Total stockholders' deficit | 1,650 | 1,315 | 870 | ||||||||
As Corrected | Accumulated Deficit | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Total stockholders' deficit | (111,269) | (101,351) | $ (71,353) | ||||||||
Nonrelated Party | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Accounts payable | $ 24,027 | 24,027 | 19,305 | 16,932 | |||||||
Accounts payable | $ 3,258 | $ 3,578 | $ (7,551) | 1,820 | $ 1,004 | ||||||
Nonrelated Party | As Reported | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Accounts payable | 17,348 | ||||||||||
Accounts payable | 1,961 | ||||||||||
Nonrelated Party | Adjustment | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Accounts payable | (416) | ||||||||||
Accounts payable | (141) | ||||||||||
Nonrelated Party | As Corrected | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Accounts payable | 16,932 | ||||||||||
Accounts payable | $ 1,820 |
Significant Accounting Polici_5
Significant Accounting Policies - 10K - Other Narrative (Details) $ in Thousands | 3 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | |||
Oct. 15, 2023 USD ($) | Oct. 09, 2022 USD ($) | Oct. 15, 2023 USD ($) | Oct. 09, 2022 USD ($) | Apr. 30, 2023 USD ($) location | Apr. 24, 2022 USD ($) | Apr. 25, 2021 USD ($) | |
Accounting Policies [Abstract] | |||||||
Credit and debit card receivables | $ 1,417 | $ 1,417 | $ 1,381 | $ 1,374 | $ 1,381 | ||
Employee retention credits | 0 | 7,852 | 4,019 | ||||
Impairment charge | 2,363 | 0 | 0 | ||||
Pre-opening expenses | $ 3,026 | $ 459 | $ 5,304 | $ 985 | $ 4,935 | $ 0 | $ 0 |
New locations under construction | location | 6 |
Significant Accounting Polici_6
Significant Accounting Policies - 10K - Property and Equipment, net (Details) | Apr. 30, 2023 |
Furniture, fixtures, and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Depreciable life | 3 years |
Furniture, fixtures, and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Depreciable life | 10 years |
Leasehold improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Depreciable life | 10 years |
Leasehold improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Depreciable life | 20 years |
Building and building improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Depreciable life | 15 years |
Building and building improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Depreciable life | 30 years |
Significant Accounting Polici_7
Significant Accounting Policies - 10K - Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | |||
Oct. 15, 2023 | Oct. 09, 2022 | Oct. 15, 2023 | Oct. 09, 2022 | Apr. 30, 2023 | Apr. 24, 2022 | Apr. 25, 2021 | |
Accounting Policies [Abstract] | |||||||
Deposits | $ 6,679 | $ 6,679 | $ 5,453 | $ 5,366 | |||
Disaggregation of Revenue [Line Items] | |||||||
Total revenue | 24,623 | $ 23,944 | 50,364 | $ 48,925 | 111,273 | 77,098 | $ 25,017 |
Gift card revenue, net | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Contract liability | 1,479 | 1,479 | 1,896 | 1,892 | |||
Total revenue | 472 | 363 | 1,128 | 1,128 | 2,170 | 1,246 | 539 |
Redemptions, net of discounts | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Total revenue | 369 | 293 | 883 | 666 | 1,415 | 960 | 444 |
Breakage | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Total revenue | $ 103 | $ 70 | $ 245 | $ 462 | $ 755 | $ 286 | $ 95 |
Significant Accounting Polici_8
Significant Accounting Policies - 10K - Advertising Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Apr. 30, 2023 | Apr. 24, 2022 | Apr. 25, 2021 | |
Advertising Expense [Line Items] | |||
Advertising expense | $ 3,648 | $ 3,436 | $ 1,724 |
General and administrative expenses | |||
Advertising Expense [Line Items] | |||
Advertising expense | 3,044 | 3,436 | 1,724 |
Pre-opening expenses | |||
Advertising Expense [Line Items] | |||
Advertising expense | $ 604 | $ 0 | $ 0 |
Inventory - 10K (Details)
Inventory - 10K (Details) - USD ($) $ in Thousands | Oct. 15, 2023 | Apr. 30, 2023 | Apr. 24, 2022 |
Inventory [Line Items] | |||
Total | $ 830 | $ 802 | $ 703 |
Beverage | |||
Inventory [Line Items] | |||
Total | 582 | 545 | 459 |
Food | |||
Inventory [Line Items] | |||
Total | $ 248 | $ 257 | $ 244 |
Property and Equipment - 10K (D
Property and Equipment - 10K (Details) - USD ($) $ in Thousands | Oct. 15, 2023 | Apr. 30, 2023 | Apr. 24, 2022 |
Property, Plant and Equipment [Line Items] | |||
Total cost | $ 136,696 | $ 126,463 | $ 108,690 |
Less: accumulated depreciation | (66,962) | (63,621) | (58,310) |
Property and equipment, net | 69,734 | 62,842 | 50,380 |
Q1 Impairment Charge | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | 129,244 | ||
Less: accumulated depreciation | (66,402) | ||
Property and equipment, net | 62,842 | ||
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | 70,421 | 61,534 | 65,048 |
Leasehold improvements | Q1 Impairment Charge | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | 63,606 | ||
Furniture, fixtures, and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | 38,428 | 33,361 | 34,381 |
Furniture, fixtures, and equipment | Q1 Impairment Charge | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | 34,069 | ||
Building and building improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | 7,000 | 7,000 | 7,000 |
Building and building improvements | Q1 Impairment Charge | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | 7,000 | ||
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | $ 20,847 | 24,568 | $ 2,261 |
Construction in progress | Q1 Impairment Charge | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | $ 24,569 |
Other Long Term Assets - 10K (D
Other Long Term Assets - 10K (Details) $ in Thousands | Apr. 30, 2023 USD ($) |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Debt issuance costs, net of amortization | $ 1,356 |
Other Accrued Liabilities - 1_3
Other Accrued Liabilities - 10K (Details) - USD ($) $ in Thousands | Sep. 29, 2023 | Apr. 19, 2023 | Oct. 15, 2023 | Apr. 30, 2023 | Apr. 24, 2022 | Apr. 25, 2021 | Apr. 26, 2020 |
Payables and Accruals [Abstract] | |||||||
Accrued payroll | $ 2,241 | $ 1,873 | |||||
Warrant liability | 1,925 | 0 | |||||
Accrued sales and income taxes | 1,072 | 933 | |||||
Accrued interest | 924 | 636 | |||||
Landlord advances on construction buildout | 912 | 3,407 | |||||
Accrued insurance | 864 | 354 | |||||
Accrued other | 387 | 316 | |||||
Accrued professional fees | 288 | 0 | |||||
Other accrued liabilities | $ 10,227 | $ 8,613 | $ 7,519 | ||||
Warrants outstanding (in shares) | 532,179 | 483,649 | 131,006 | 186,797 | 186,797 | ||
Warrants exercised (in shares) | 11,443 | 111,619 | |||||
Stock and Warrants Issued During Period, Value, Preferred Stock and Warrants | $ 1,925 |
Accrued Occupancy Costs - 10K_2
Accrued Occupancy Costs - 10K (Details) - USD ($) $ in Thousands | Oct. 15, 2023 | Apr. 30, 2023 | Apr. 24, 2022 |
Payables and Accruals [Abstract] | |||
2025 | $ 1,800 | ||
2026 | 220 | ||
Long-term accrued occupancy costs | $ 699 | $ 2,020 | $ 5,311 |
Short-term Borrowings - 10K (De
Short-term Borrowings - 10K (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Apr. 30, 2023 USD ($) debt_instrument $ / shares | Apr. 24, 2022 USD ($) debt_instrument | Apr. 25, 2021 USD ($) debt_instrument | |
Short-Term Debt [Line Items] | |||
Short-term borrowings | $ 0 | $ 1,150 | |
Debt converted | 1,050 | 0 | $ 0 |
Convertible Notes | |||
Short-Term Debt [Line Items] | |||
Short-term borrowings | $ 0 | $ 1,150 | |
Number of debt instruments | debt_instrument | 5 | 3 | |
Face amount | $ 775 | $ 375 | |
Interest rate | 8% | ||
Debt term | 1 year | ||
Conversion price (in dollars per share) | $ / shares | $ 10 | ||
Debt converted | $ 1,050 | ||
Repayment of short-term borrowings | $ 100 | ||
Number of debt instruments converted | debt_instrument | 7 | ||
Number of debt instruments extinguished | debt_instrument | 1 | ||
Convertible Notes | Related Party | |||
Short-Term Debt [Line Items] | |||
Number of debt instruments | debt_instrument | 1 | ||
Face amount | $ 125 |
Long-term Financing Arrangeme_3
Long-term Financing Arrangements - 10K - Components (Details) - USD ($) $ in Thousands | Oct. 15, 2023 | Apr. 30, 2023 | Apr. 24, 2022 |
Debt Instrument [Line Items] | |||
Long-term debt | $ 43,622 | ||
Less: Unamortized debt issuance costs and discounts | $ (7,301) | (6,367) | $ (109) |
Total | 44,202 | 37,255 | 23,946 |
Current portion of long-term notes payable | (2,243) | (1,044) | (10,126) |
Long-term notes payable | 41,959 | 36,211 | 13,820 |
PPP and SBA loans | |||
Debt Instrument [Line Items] | |||
Long-term debt | 500 | 500 | 8,789 |
Term loans | |||
Debt Instrument [Line Items] | |||
Long-term debt | 25,000 | 22,500 | 5,598 |
Equipment loan | |||
Debt Instrument [Line Items] | |||
Long-term debt | 16,500 | 11,500 | 0 |
Convertible notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | 5,000 | 5,000 | 5,000 |
Finance obligations | |||
Debt Instrument [Line Items] | |||
Long-term debt | 4,397 | 3,995 | 4,488 |
Total | 665 | ||
Other | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 106 | $ 127 | $ 180 |
Long-term Financing Arrangeme_4
Long-term Financing Arrangements - 10K - Gain on Extinguishment of Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | |||
Oct. 15, 2023 | Oct. 09, 2022 | Oct. 15, 2023 | Oct. 09, 2022 | Apr. 30, 2023 | Apr. 24, 2022 | Apr. 25, 2021 | |
Debt Disclosure [Abstract] | |||||||
Forgiveness of PPP loans and accrued interest | $ 8,458 | $ 2,728 | $ 0 | ||||
Extinguishment of residual issuance cost | (93) | 0 | 0 | ||||
Other | (10) | 72 | 388 | ||||
Total | $ 0 | $ (10) | $ 0 | $ 8,448 | $ 8,355 | $ 2,800 | $ 388 |
Long-term Financing Arrangeme_5
Long-term Financing Arrangements - 10K - Narrative (Details) $ in Thousands | 3 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Oct. 15, 2023 USD ($) | Oct. 09, 2022 USD ($) | Oct. 15, 2023 USD ($) | Oct. 09, 2022 USD ($) | Apr. 30, 2023 USD ($) | Apr. 24, 2022 USD ($) | Apr. 25, 2021 USD ($) debt_instrument | Apr. 20, 2020 USD ($) | |
Debt Instrument [Line Items] | ||||||||
Gain on extinguishment of debt | $ 0 | $ (10) | $ 0 | $ 8,448 | $ 8,355 | $ 2,800 | $ 388 | |
Proceeds from long-term borrowings | 7,499 | $ 0 | 29,080 | 5,350 | 3,415 | |||
Long-term debt | 43,622 | |||||||
Total | 44,202 | 44,202 | 37,255 | 23,946 | ||||
PPP and SBA loans | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt | $ 500 | 500 | 500 | 8,789 | ||||
Paycheck Protection Program Loan | PPP and SBA loans | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount | $ 3,265 | $ 7,725 | ||||||
Number of debt instruments | debt_instrument | 3 | |||||||
Debt term | 2 years | |||||||
Interest rate | 1% | |||||||
Gain on extinguishment of debt | $ 8,448 | $ 8,458 | 2,728 | |||||
SBA loans | PPP and SBA loans | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount | 500 | |||||||
Interest rate | 3.75% | |||||||
Proceeds from long-term borrowings | 350 | $ 150 | ||||||
Monthly installment amount | $ 3 | |||||||
Total | $ 500 | $ 500 |
Long-term Financing Arrangeme_6
Long-term Financing Arrangements - Term Loans (Details) | Mar. 07, 2023 USD ($) tranche store | Oct. 15, 2023 USD ($) | Sep. 29, 2023 USD ($) | Jul. 27, 2023 USD ($) | Apr. 30, 2023 USD ($) | Apr. 24, 2022 USD ($) |
Debt Instrument [Line Items] | ||||||
Debt outstanding | $ 44,202,000 | $ 37,255,000 | $ 23,946,000 | |||
Debt issuance costs, net of amortization | 1,356,000 | |||||
Unamortized debt issuance costs and discounts | 7,301,000 | $ 6,367,000 | $ 109,000 | |||
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] | ||||||
Number of tranches | tranche | 2 | |||||
Maximum borrowing capacity | $ 35,000,000 | |||||
Interest rate | 15% | 15% | ||||
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 | $ 22,500,000 | 22,500,000 | ||||
Debt outstanding | 22,500,000 | |||||
Term loans | Term Loan Facility, Tranche 2 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 15% | |||||
Debt outstanding | 0 | |||||
Additional borrowing capacity | $ 12,500,000 | $ 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 | 127,000 | |||||
Debt discount | 110,000 | |||||
Loan commitment asset | 237,000 | |||||
Term loans | August 2023 Term Loan Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance costs, net of amortization | 1,238,000 | |||||
Debt discount | 2,327,000 | |||||
Loan commitment asset | 974,000 | |||||
Unamortized debt issuance costs and discounts | $ 4,539,000 |
Long-term Financing Arrangeme_7
Long-term Financing Arrangements - Equipment Loan (Details) - USD ($) $ in Thousands | Apr. 19, 2023 | Oct. 15, 2023 | Jul. 27, 2023 | Apr. 30, 2023 | Apr. 24, 2022 |
Debt Instrument [Line Items] | |||||
Unamortized debt issuance costs and discounts | $ 7,301 | $ 6,367 | $ 109 | ||
Debt issuance costs, net of amortization | 1,356 | ||||
Equipment loan | Equipment Loan | |||||
Debt Instrument [Line Items] | |||||
Face amount | $ 11,500 | $ 5,000 | |||
Periodic payment | $ 431 | ||||
Interest rate | 12% | 12% | |||
Unamortized debt issuance costs and discounts | 3,736 | 2,770 | |||
Debt issuance costs, net of amortization | 68 | 76 | |||
Debt discount | $ 3,668 | $ 2,694 |
Long-term Financing Arrangeme_8
Long-term Financing Arrangements - Convertible Debt (Details) $ / shares in Units, $ in Thousands | Oct. 15, 2023 USD ($) | Apr. 30, 2023 USD ($) | Apr. 24, 2022 USD ($) debt_instrument | Jun. 04, 2021 USD ($) debt_instrument $ / shares | Apr. 25, 2021 USD ($) debt_instrument |
Convertible Note Agreements | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 1.07% | ||||
Convertible notes | |||||
Debt Instrument [Line Items] | |||||
Number of debt instruments | debt_instrument | 5 | 3 | |||
Face amount | $ 775 | $ 375 | |||
Convertible notes | Convertible Note Agreements | |||||
Debt Instrument [Line Items] | |||||
Number of debt instruments | debt_instrument | 2 | ||||
Face amount | $ 5,000 | ||||
Annual premium payment, percentage of principal | 6.93% | ||||
Conversion price (in dollars per share) | $ / shares | $ 10 | ||||
Accrued interest | $ 819 | $ 660 | $ 308 |
Long-term Financing Arrangeme_9
Long-term Financing Arrangements - Finance Obligations/Other Loans/Debt Covenants (Details) | 3 Months Ended | 12 Months Ended | |||
Oct. 15, 2023 USD ($) | Apr. 30, 2023 USD ($) | Dec. 31, 2011 USD ($) | Apr. 24, 2022 USD ($) | Nov. 30, 2019 debt_instrument | |
Debt Instrument [Line Items] | |||||
Debt outstanding | $ 44,202,000 | $ 37,255,000 | $ 23,946,000 | ||
Minimum liquidity | 1,000,000 | ||||
Long-term debt | 43,622,000 | ||||
Finance obligations | |||||
Debt Instrument [Line Items] | |||||
Face amount | $ 665,000 | ||||
Interest rate | 10% | ||||
Debt term | 5 years | ||||
Debt outstanding | $ 665,000 | ||||
Long-term debt | 4,397,000 | $ 3,995,000 | 4,488,000 | ||
Finance obligations | Ascentium Capital LLC | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 8.50% | ||||
Debt outstanding | $ 127,000 | 180,000 | |||
Number of debt instruments | debt_instrument | 7 | ||||
Finance obligations | Ascentium Capital LLC | Minimum | |||||
Debt Instrument [Line Items] | |||||
Periodic payment | 600,000 | ||||
Finance obligations | Ascentium Capital LLC | Maximum | |||||
Debt Instrument [Line Items] | |||||
Periodic payment | 800,000 | ||||
Finance obligations | Northbrook, Illinois Financing Obligation | |||||
Debt Instrument [Line Items] | |||||
Face amount | $ 7,000,000 | ||||
Interest rate | 8.15% | ||||
Debt term | 15 years | ||||
Debt outstanding | $ 3,733,000 | 3,995,000 | |||
Long-term debt | $ 3,995,000 | $ 4,488,000 |
Long-term Financing Arrangem_10
Long-term Financing Arrangements - 10K - Principal Maturities (Details) $ in Thousands | Apr. 30, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2024 | $ 1,044 |
2025 | 3,124 |
2026 | 9,604 |
2027 | 7,125 |
2028 | 22,225 |
Thereafter | 500 |
Total | $ 43,622 |
Income Taxes - 10K - Income Tax
Income Taxes - 10K - Income Tax Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | |||
Oct. 15, 2023 | Oct. 09, 2022 | Oct. 15, 2023 | Oct. 09, 2022 | Apr. 30, 2023 | Apr. 24, 2022 | Apr. 25, 2021 | |
Current: | |||||||
State and local | $ 192 | $ 38 | $ 13 | ||||
Total current | 192 | 38 | 13 | ||||
Income tax expense | $ (72) | $ 96 | $ 0 | $ 144 | $ 192 | $ 38 | $ 13 |
Income Taxes - 10K - Effective
Income Taxes - 10K - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | |||
Oct. 15, 2023 | Oct. 09, 2022 | Oct. 15, 2023 | Oct. 09, 2022 | Apr. 30, 2023 | Apr. 24, 2022 | Apr. 25, 2021 | |
Income Tax Disclosure [Abstract] | |||||||
U.S. federal provision at statutory tax rate | $ (1,540) | $ (2,075) | $ (6,297) | ||||
State income taxes, net of federal benefit | (711) | (762) | (1,387) | ||||
Permanent differences | 102 | 140 | 148 | ||||
PPP loan forgiveness | (1,755) | (573) | 0 | ||||
Stock compensation | (12) | (2) | (29) | ||||
Tax credits | (157) | (361) | (255) | ||||
Change in valuation allowance | 4,265 | 3,671 | 7,833 | ||||
Income tax expense | $ (72) | $ 96 | $ 0 | $ 144 | $ 192 | $ 38 | $ 13 |
Income Taxes - 10K - Narrative
Income Taxes - 10K - Narrative (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Oct. 15, 2023 | Oct. 09, 2022 | Oct. 15, 2023 | Oct. 09, 2022 | Apr. 30, 2023 | Apr. 24, 2022 | Apr. 25, 2021 | Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||||||||
Effective tax rate (in percent) | (0.80%) | (1.50%) | 0% | 5.40% | 2.60% | 0.40% | 0% | |
Operating Loss Carryforwards [Line Items] | ||||||||
NOL deferred tax asset | $ 14,961,000 | $ 9,069,000 | ||||||
Increase in deferred tax assets valuation allowance | 4,300,000 | 3,700,000 | $ 7,800,000 | |||||
Unrecognized tax benefits | 0 | 0 | $ 0 | |||||
Accrued interest and penalties related to unrecognized tax benefits | 0 | $ 0 | ||||||
Federal | ||||||||
Operating Loss Carryforwards [Line Items] | ||||||||
Net operating loss carryforwards | 61,400,000 | |||||||
NOLs subject to expiration | 15,100,000 | |||||||
NOLs not subject to expiration | 46,300,000 | |||||||
State | ||||||||
Operating Loss Carryforwards [Line Items] | ||||||||
Net operating loss carryforwards | 61,300,000 | |||||||
NOLs subject to expiration | $ 61,300,000 |
Income Taxes - 10K - Deferred T
Income Taxes - 10K - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Apr. 30, 2023 | Apr. 24, 2022 |
Deferred tax assets: | ||
Accrued occupancy costs | $ 0 | $ 597 |
Amount due to customers | 1,474 | 1,657 |
Operating lease liabilities | 28,481 | 25,785 |
Section 163(j) limitation | 1,481 | 1,017 |
Net operating losses | 14,961 | 9,069 |
Tax credits | 4,328 | 4,171 |
Other accrued liabilities | 97 | 54 |
Stock compensation | 271 | 223 |
Property and equipment - State | 2,002 | 2,625 |
Property and equipment - Federal | 0 | 8,905 |
Other | 3 | 3 |
Deferred tax assets | 53,098 | 54,106 |
Valuation allowance | (43,021) | (38,756) |
Net deferred tax assets | 10,077 | 15,350 |
Deferred tax liabilities: | ||
Property and equipment | (4,599) | 0 |
Operating lease right-of-use assets | (5,478) | (15,350) |
Total deferred tax liabilities | (10,077) | (15,350) |
Net deferred tax liabilities | $ 0 | $ 0 |
Leases - 10K - Narrative (Detai
Leases - 10K - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Oct. 15, 2023 | Oct. 09, 2022 | Apr. 30, 2023 | Apr. 24, 2022 | Apr. 25, 2021 | |
Lessee, Lease, Description [Line Items] | ||||||
Increase in lease liability | $ 2,678 | $ (4,697) | $ (4,101) | $ (7,632) | $ (8,451) | $ (8,041) |
Leases which have not yet commenced | $ 93,682 | $ 93,682 | ||||
COVID-19 | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Increase of right of use assets | 16,586 | 1,061 | ||||
Increase in lease liability | $ 16,586 | $ 1,061 | ||||
Maximum | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Renewal term | 10 years | |||||
Minimum | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Renewal term | 5 years |
Leases - 10K - Lease Expense (D
Leases - 10K - Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | |||
Oct. 15, 2023 | Oct. 09, 2022 | Oct. 15, 2023 | Oct. 09, 2022 | Apr. 30, 2023 | Apr. 24, 2022 | Apr. 25, 2021 | |
Leases [Abstract] | |||||||
Operating lease cost | $ 3,545 | $ 3,037 | $ 3,878 | $ 5,799 | $ 14,199 | $ 12,381 | $ 11,211 |
Variable lease cost | 3,616 | (1,995) | 1,926 | ||||
Short-term lease cost | 43 | 223 | 139 | ||||
Total lease cost | $ 5,115 | $ 4,613 | $ 6,748 | $ 8,932 | $ 17,858 | $ 10,609 | $ 13,276 |
Leases - 10K - Supplemental Cas
Leases - 10K - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Apr. 30, 2023 | Apr. 24, 2022 | Apr. 25, 2021 | |
Leases [Abstract] | |||
Operating cash flows from operating leases | $ 25,549 | $ 20,896 | $ 2,017 |
Leases - 10K - Future Fixed Lea
Leases - 10K - Future Fixed Lease Payments for Operating Leases (Details) $ in Thousands | Apr. 30, 2023 USD ($) |
Leases [Abstract] | |
2024 | $ 17,116 |
2025 | 23,398 |
2026 | 17,885 |
2027 | 17,131 |
2028 | 16,104 |
Thereafter | 68,017 |
Total lease payments | 159,651 |
Less: interest | (57,526) |
Total | $ 102,125 |
Leases - 10K - Other Informatio
Leases - 10K - Other Information (Details) | Apr. 30, 2023 | Apr. 24, 2022 |
Leases [Abstract] | ||
Weighted-average remaining lease term (years) | 9 years 9 months 18 days | 9 years 6 months |
Weighted-average discount rate | 9.50% | 8.60% |
Redeemable Convertible Prefer_9
Redeemable Convertible Preferred Stock - 10K - Narrative (Details) | 5 Months Ended | 12 Months Ended | ||
Oct. 15, 2023 USD ($) Vote $ / shares shares | Apr. 30, 2023 USD ($) vote $ / shares shares | Apr. 24, 2022 USD ($) | Apr. 25, 2021 USD ($) | |
Temporary Equity [Line Items] | ||||
Number of votes | 1 | 1 | ||
Temporary equity, par value, (per share) | $ / shares | $ 0.01 | $ 0.01 | ||
Temporary equity, shares authorized (in shares) | 21,867,011 | 18,867,011 | ||
Conversion ratio | 1 | |||
Dividend rate percentage | 8% | 8% | ||
Dividends payable | $ | $ 0 | $ 0 | $ 0 | $ 0 |
Cumulative dividends | $ | $ 23,013,000 | $ 20,653,000 | $ 16,691,000 | $ 13,084,000 |
Minimum | ||||
Temporary Equity [Line Items] | ||||
Stock price trigger (in dollars per share) | $ / shares | $ 0.50 | $ 0.50 | ||
Maximum | ||||
Temporary Equity [Line Items] | ||||
Stock price trigger (in dollars per share) | $ / shares | $ 15 | $ 15 | ||
Unallocated Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Temporary equity, shares authorized (in shares) | 3,132,989 | 2,375,000 | ||
Series A Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Temporary equity, shares authorized (in shares) | 2,301,202 | 2,301,202 | ||
Liquidation preference (in dollars per share) | $ / shares | $ 0.50 | $ 0.50 | ||
Series B Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Temporary equity, shares authorized (in shares) | 471,164 | 471,164 | ||
Liquidation preference (in dollars per share) | $ / shares | $ 2 | $ 2 | ||
Series C Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Temporary equity, shares authorized (in shares) | 240,000 | 240,000 | ||
Liquidation preference (in dollars per share) | $ / shares | $ 2.50 | $ 2.50 | ||
Series D Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Temporary equity, shares authorized (in shares) | 3,229,645 | 3,229,645 | ||
Liquidation preference (in dollars per share) | $ / shares | $ 3.87 | $ 3.87 | ||
Series E Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Temporary equity, shares authorized (in shares) | 5,000,000 | 5,000,000 | ||
Liquidation preference (in dollars per share) | $ / shares | $ 6 | $ 6 | ||
Series F Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Temporary equity, shares authorized (in shares) | 4,125,000 | 4,125,000 | ||
Liquidation preference (in dollars per share) | $ / shares | $ 8 | $ 8 | ||
Series G Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Temporary equity, shares authorized (in shares) | 500,000 | 500,000 | ||
Liquidation preference (in dollars per share) | $ / shares | $ 10 | $ 10 | ||
Series H Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Temporary equity, shares authorized (in shares) | 3,000,000 | 3,000,000 | ||
Liquidation preference (in dollars per share) | $ / shares | $ 15 | $ 15 | ||
Preferred stock (as converted to common shares) | ||||
Temporary Equity [Line Items] | ||||
Temporary equity, shares authorized (in shares) | 25,000,000 | 21,242,011 |
Redeemable Convertible Prefe_10
Redeemable Convertible Preferred Stock - 10K - Schedule of Preferred Stock (Details) - USD ($) $ in Thousands | Oct. 15, 2023 | Jul. 23, 2023 | Apr. 30, 2023 | Oct. 09, 2022 | Jul. 17, 2022 | Apr. 24, 2022 | Apr. 25, 2021 | Apr. 26, 2020 |
Temporary Equity [Line Items] | ||||||||
Temporary equity, shares authorized (in shares) | 21,867,011 | 18,867,011 | ||||||
Temporary equity, shares issued (in shares) | 11,054,593 | 10,203,945 | ||||||
Temporary equity, shares outstanding (in shares) | 11,054,593 | 10,999,393 | 10,203,945 | 10,203,945 | 10,203,945 | 10,085,612 | 9,585,612 | 9,310,612 |
Temporary equity, carrying amount | $ 75,262 | $ 73,488 | $ 53,468 | $ 53,468 | $ 53,468 | $ 52,218 | $ 44,718 | $ 42,018 |
Temporary equity, liquidation value | $ 114,663 | $ 85,715 | ||||||
Series A Preferred Stock | ||||||||
Temporary Equity [Line Items] | ||||||||
Temporary equity, shares authorized (in shares) | 2,301,202 | 2,301,202 | ||||||
Temporary equity, shares issued (in shares) | 2,301,200 | 2,301,200 | ||||||
Temporary equity, shares outstanding (in shares) | 2,301,200 | 2,301,200 | ||||||
Temporary equity, carrying amount | $ 1,151 | $ 1,151 | ||||||
Temporary equity, liquidation value | $ 2,915 | $ 2,873 | ||||||
Series B Preferred Stock | ||||||||
Temporary Equity [Line Items] | ||||||||
Temporary equity, shares authorized (in shares) | 471,164 | 471,164 | ||||||
Temporary equity, shares issued (in shares) | 464,914 | 464,914 | ||||||
Temporary equity, shares outstanding (in shares) | 464,914 | 464,914 | ||||||
Temporary equity, carrying amount | $ 930 | $ 930 | ||||||
Temporary equity, liquidation value | $ 2,303 | $ 2,268 | ||||||
Series C Preferred Stock | ||||||||
Temporary Equity [Line Items] | ||||||||
Temporary equity, shares authorized (in shares) | 240,000 | 240,000 | ||||||
Temporary equity, shares issued (in shares) | 120,000 | 120,000 | ||||||
Temporary equity, shares outstanding (in shares) | 120,000 | 120,000 | ||||||
Temporary equity, carrying amount | $ 300 | $ 300 | ||||||
Temporary equity, liquidation value | $ 707 | $ 696 | ||||||
Series D Preferred Stock | ||||||||
Temporary Equity [Line Items] | ||||||||
Temporary equity, shares authorized (in shares) | 3,229,645 | 3,229,645 | ||||||
Temporary equity, shares issued (in shares) | 2,670,373 | 2,670,373 | ||||||
Temporary equity, shares outstanding (in shares) | 2,670,373 | 2,670,373 | ||||||
Temporary equity, carrying amount | $ 10,340 | $ 10,340 | ||||||
Temporary equity, liquidation value | $ 20,404 | $ 20,043 | ||||||
Series E Preferred Stock | ||||||||
Temporary Equity [Line Items] | ||||||||
Temporary equity, shares authorized (in shares) | 5,000,000 | 5,000,000 | ||||||
Temporary equity, shares issued (in shares) | 367,833 | 367,833 | ||||||
Temporary equity, shares outstanding (in shares) | 367,833 | 367,833 | ||||||
Temporary equity, carrying amount | $ 2,207 | $ 2,207 | ||||||
Temporary equity, liquidation value | $ 3,809 | $ 3,727 | ||||||
Series F Preferred Stock | ||||||||
Temporary Equity [Line Items] | ||||||||
Temporary equity, shares authorized (in shares) | 4,125,000 | 4,125,000 | ||||||
Temporary equity, shares issued (in shares) | 3,411,292 | 3,411,292 | ||||||
Temporary equity, shares outstanding (in shares) | 3,411,292 | 3,411,292 | ||||||
Temporary equity, carrying amount | $ 27,290 | $ 27,290 | ||||||
Temporary equity, liquidation value | $ 41,724 | $ 40,720 | ||||||
Series G Preferred Stock | ||||||||
Temporary Equity [Line Items] | ||||||||
Temporary equity, shares authorized (in shares) | 500,000 | 500,000 | ||||||
Temporary equity, shares issued (in shares) | 355,000 | 355,000 | ||||||
Temporary equity, shares outstanding (in shares) | 355,000 | 355,000 | ||||||
Temporary equity, carrying amount | $ 3,550 | $ 3,550 | ||||||
Temporary equity, liquidation value | $ 5,109 | $ 4,979 | ||||||
Series H Preferred Stock | ||||||||
Temporary Equity [Line Items] | ||||||||
Temporary equity, shares authorized (in shares) | 3,000,000 | 3,000,000 | ||||||
Temporary equity, shares issued (in shares) | 513,333 | 513,333 | ||||||
Temporary equity, shares outstanding (in shares) | 513,333 | 513,333 | ||||||
Temporary equity, carrying amount | $ 7,700 | $ 7,700 | ||||||
Temporary equity, liquidation value | $ 10,692 | $ 10,409 |
Stock-Based Compensation - 10_2
Stock-Based Compensation - 10K - Narrative (Details) - USD ($) $ in Thousands | 5 Months Ended | 12 Months Ended | |||
Oct. 15, 2023 | Apr. 30, 2023 | Apr. 24, 2022 | Apr. 25, 2021 | Dec. 31, 2008 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Intrinsic value of options exercised | $ 19 | $ 0 | $ 3 | ||
Unrecognized expense | $ 5,112 | 1,483 | |||
Aggregate intrinsic value of options outstanding | $ 8,250 | 16,628 | |||
Aggregate intrinsic value of options exercisable | $ 12,076 | ||||
Restricted Stock | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Awards outstanding (in shares) | 0 | 0 | 0 | ||
Stock options | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Unrecognized expense, period of recognition | 3 years 14 days | 2 years 6 months | |||
2008 Equity Incentive Plan | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Shares authorized (in shares) | 2,900,000 | ||||
Vesting percentage | 20% | ||||
Vesting period | 5 years | ||||
Expiration period | 10 years | ||||
Expiration period, employee termination | 90 days | ||||
Common stock available for future grants (in shares) | 92,430 |
Stock-Based Compensation - 10_3
Stock-Based Compensation - 10K - Valuation Assumptions (Details) - $ / shares | 12 Months Ended | ||
Apr. 30, 2023 | Apr. 24, 2022 | Apr. 25, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Weighted average grant-date fair value (in dollars per share) | $ 1.86 | $ 1.71 | $ 1.39 |
Stock options | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Expected volatility | 70% | 72% | |
Expected dividends | 0% | 0% | 0% |
Expected term (in years) | 6 years 6 months | 6 years 6 months | |
Risk-free rate | 2.88% | 0.34% | |
Stock options | Minimum | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Expected volatility | 35% | ||
Risk-free rate | 2.67% | ||
Stock options | Maximum | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Expected volatility | 40% | ||
Risk-free rate | 4.10% |
Stock-Based Compensation - 10_4
Stock-Based Compensation - 10K - Options Outstanding (Details) - $ / shares | 5 Months Ended | 12 Months Ended | |||
Oct. 15, 2023 | Apr. 30, 2023 | Apr. 24, 2022 | Apr. 25, 2021 | Apr. 26, 2020 | |
Number of Options | |||||
Outstanding, beginning balance (in shares) | 2,284,399,000 | 2,143,885,000 | 2,267,594,000 | 2,225,200,000 | |
Granted (in shares) | 619,500,000 | 644,500,000 | 547,000,000 | 433,163,000 | |
Exercised (in shares) | 0 | (11,708,000) | (10,000,000) | (77,000,000) | |
Expired (in shares) | (13,000,000) | (40,500,000) | (27,500,000) | ||
Forfeited or cancelled (in shares) | (41,047,000) | (451,778,000) | (633,209,000) | (313,769,000) | |
Outstanding, ending balance (in shares) | 2,849,852,000 | 2,284,399,000 | 2,143,885,000 | 2,267,594,000 | 2,225,200,000 |
Exercisable (in shares) | 1,299,441,000 | 1,201,860,000 | 1,037,077,000 | ||
Weighted-average Exercise Price | |||||
Outstanding, beginning balance (in dollars per share) | $ 9.84 | $ 8.27 | $ 6.88 | $ 6.64 | |
Granted (in dollars per share) | 22.77 | 15 | 12.54 | 8 | |
Exercised (in dollars per share) | 0 | 5.63 | 3 | 2.52 | |
Expired (in dollars per share) | 3.35 | 3 | 3 | ||
Forfeited or cancelled (in dollars per share) | 14.65 | 10.45 | 7.30 | 7.53 | |
Outstanding, ending balance (in dollars per share) | 12.61 | 9.84 | 8.27 | $ 6.88 | $ 6.64 |
Exercisable (in dollars per share) | $ 7.53 | $ 7.07 | $ 6.36 | ||
Weighted-average Remaining Contractual Term (in years) | 6 years 10 months 24 days | 6 years 6 months 21 days | 6 years 9 months 25 days | 7 years 1 month 24 days | 7 years 6 months 25 days |
Exercisable, Weighted-average Remaining Contractual Term (in years) | 4 years 7 months 20 days | 4 years 9 months 7 days | 5 years 21 days |
Warrants - 10K - Rollforward (D
Warrants - 10K - Rollforward (Details) - $ / shares | 5 Months Ended | 12 Months Ended | |
Oct. 15, 2023 | Apr. 30, 2023 | Apr. 24, 2022 | |
Number of Warrants | |||
Warrants outstanding, beginning (in shares) | 483,649 | 131,006 | 186,797 |
Granted (in shares) | 48,530 | 386,119 | |
Exercised (in shares) | (55,791) | ||
Expired (in shares) | 0 | (33,476) | |
Warrants outstanding, ending (in shares) | 532,179 | 483,649 | 131,006 |
Weighted-Average Exercise Price | |||
Warrants, Weighted-Average Exercise Price, beginning (in dollars per share) | $ 1.31 | $ 4.49 | $ 3.45 |
Granted (in dollars per share) | 0.01 | 0.20 | |
Exercised (in dollars per share) | 1 | ||
Expired (in dollars per share) | 0 | 1 | |
Warrants, Weighted-Average Exercise Price, ending (in dollars per share) | $ 1.19 | $ 1.31 | $ 4.49 |
Warrants - 10K - Narrative (Det
Warrants - 10K - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||||
Sep. 29, 2023 | Aug. 01, 2023 | Jul. 31, 2023 | Apr. 19, 2023 | Jul. 31, 2023 | Apr. 30, 2023 | Apr. 30, 2023 | Oct. 15, 2023 | Apr. 24, 2022 | Apr. 25, 2021 | Apr. 26, 2020 | |
Class of Warrant or Right [Line Items] | |||||||||||
Warrants exercised (in shares) | 11,443 | 111,619 | |||||||||
Exercise price of warrant (in dollars per share) | $ 1.31 | $ 1.31 | $ 1.19 | $ 4.49 | $ 3.45 | $ 3.45 | |||||
Expiration period | 10 years | 10 years | 10 years | ||||||||
Silverview Credit Partners LP | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Warrants exercised (in shares) | 162,946 | 258,303 | 267,000 | ||||||||
Warrants outstanding | $ 1,712 | $ 1,712 | |||||||||
Exercise price of warrant (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||
Service Provider | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Warrants exercised (in shares) | 7,500 | ||||||||||
Exercise price of warrant (in dollars per share) | 10 | $ 10 | |||||||||
Fair value of warrants (in dollars per share) | $ 10 | $ 10 | |||||||||
Granite Creek Capital Partners LLC | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Warrants exercised (in shares) | 48,530 | 111,619 | |||||||||
Warrants outstanding | $ 1,925 | $ 1,925 | $ 2,202 | ||||||||
Exercise price of warrant (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.001 |
Net Loss Per Share - 10K (Detai
Net Loss Per Share - 10K (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | |||
Oct. 15, 2023 | Oct. 09, 2022 | Oct. 15, 2023 | Oct. 09, 2022 | Apr. 30, 2023 | Apr. 24, 2022 | Apr. 25, 2021 | |
Earnings Per Share [Abstract] | |||||||
Net loss on which basic earnings per share is calculated | $ (7,677) | $ (3,390) | $ (12,280) | $ 1,645 | $ (7,525) | $ (9,917) | $ (29,998) |
Net loss on which diluted earnings per share is calculated | $ (7,677) | $ (3,390) | $ (12,280) | $ 1,645 | $ (7,525) | $ (9,917) | $ (29,998) |
Number of weighted shares on which basic and diluted earnings per share is calculated, basic (in shares) | 6,535,000 | 6,168,000 | 6,550,000 | 6,168,000 | 6,210,000 | 6,108,000 | 6,079,000 |
Number of weighted shares on which basic and diluted earnings per share is calculated, diluted (in shares) | 6,535,000 | 6,168,000 | 6,550,000 | 16,992,000 | 6,210,000 | 6,108,000 | 6,079,000 |
Loss per share, basic (in dollars per share) | $ (1.17) | $ (0.55) | $ (1.87) | $ 0.27 | $ (1.21) | $ (1.62) | $ (4.93) |
Loss per share, diluted (in dollars per share) | $ (1.17) | $ (0.55) | $ (1.87) | $ 0.10 | $ (1.21) | $ (1.62) | $ (4.93) |
Net Loss Per Share - 10K - Anti
Net Loss Per Share - 10K - Antidilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | 5 Months Ended | 12 Months Ended | |||
Oct. 15, 2023 | Oct. 09, 2022 | Oct. 15, 2023 | Apr. 30, 2023 | Apr. 24, 2022 | Apr. 25, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total common stock equivalents | 15,927 | 13,072 | 15,927 | 13,093 | 12,861 | 12,040 |
Stock options | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total common stock equivalents | 2,850 | 2,256 | 2,850 | 2,284 | 2,144 | 2,268 |
Preferred stock (as converted to common shares) | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total common stock equivalents | 12,383 | 10,204 | 12,383 | 10,204 | 10,086 | 9,586 |
Convertible debt (as converted to common shares) | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total common stock equivalents | 513 | 507 | 513 | 500 | 500 | 0 |
Warrants | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total common stock equivalents | 105 | 105 | 105 | 105 | 131 | 187 |
Related Party Transactions - _2
Related Party Transactions - 10K (Details) - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | |||
Oct. 15, 2023 | Oct. 09, 2022 | Oct. 15, 2023 | Oct. 09, 2022 | Apr. 30, 2023 | Apr. 24, 2022 | Apr. 25, 2021 | |
Related Party | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Accounts payable | $ 8,158 | $ 8,158 | $ 7,349 | $ 7,258 | |||
Design Services And Equipment Supply | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Related party transaction | 10 | $ 21 | 1,367 | $ 4,119 | 6,553 | 1,043 | $ 576 |
Design Services And Equipment Supply | Related Party | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Accounts payable | $ 1,742 | $ 1,742 | $ 1,911 | $ 837 |
Subsequent Events - 10K (Detail
Subsequent Events - 10K (Details) - USD ($) $ in Thousands | 1 Months Ended | |||||
Jun. 30, 2023 | Sep. 29, 2023 | Aug. 01, 2023 | Jul. 27, 2023 | Jun. 22, 2023 | Mar. 07, 2023 | |
Subsequent Event [Line Items] | ||||||
Lease abatement | $ 4,318 | |||||
Deferred rent | $ 4,500 | |||||
Rent deferral, payment period | 5 years | |||||
Term loans | Term Loan Facility, Tranche 2 | ||||||
Subsequent Event [Line Items] | ||||||
Interest rate | 15% | |||||
Additional borrowing capacity | $ 1,500 | $ 1,000 | $ 12,500 | |||
Subsequent Event | Term loans | Term Loan Facility, Tranche 2 | ||||||
Subsequent Event [Line Items] | ||||||
Interest rate | 15% | |||||
Additional borrowing capacity | $ 1 | |||||
Subsequent Event | Term loans | Term Loan Agreement | ||||||
Subsequent Event [Line Items] | ||||||
Maximum borrowing capacity | $ 5,000 | |||||
Interest rate | 12% | |||||
Bridge financing | ||||||
Subsequent Event [Line Items] | ||||||
Face amount | $ 18,000 | |||||
Bridge financing | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Face amount | $ 1,900 | $ 1,380 | $ 18,000 |
Uncategorized Items - pnst-2024
Label | Element | Value |
Adjustments to Additional Paid in Capital, Warrant Issued | us-gaap_AdjustmentsToAdditionalPaidInCapitalWarrantIssued | $ 173,000 |