United States securities and exchange commission logo
December 27, 2021
Keith Jaffee
Chief Executive Officer
Banyan Acquisition Corp
400 Skokie Blvd
Suite 820
Northbrook, Illinois 60062
Re: Banyan Acquisition
Corp
Amended
Registration Statement on Form S-1
Filed on December
2, 2021
File No. 333-258599
Dear Mr. Jaffee:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
December 2, 2021 letter.
Amended Registration Statement on Form S-1 filed December 2, 2021
General
1. We note that the class
B common stock will automatically convert at the time of the initial
business combination,
but may convert before the initial business combination at the
option of the holder.
Please explain the reasons why a shareholder of class B common
shares would convert
into class A common shares prior to the completion of the initial
business combination
and explain whether they would gain any rights as holders of class
A common shares that
they would not be entitled to as holders of class B common share.
Keith Jaffee
FirstName LastNameKeith
Banyan Acquisition Corp Jaffee
Comapany27,
December NameBanyan
2021 Acquisition Corp
December
Page 2 27, 2021 Page 2
FirstName LastName
2. We note the disclosure on page 13 that you may reduce the exercise
price of the warrants
for certain periods of time in certain circumstances at your sole
discretion. Please also
clearly disclose the "certain circumstances" and "certain periods of
time" that you may
reduce the exercise price, including whether there is a minimum period
of time during
which the exercise price may be reduced. Please also clarify how you
will notify warrant
holders of this reduction in the exercise price. Lastly, clarify
whether this provision
would also apply to the private placement warrants.
Exhibits
3. We note the decrease in the offering size and the change in the
fraction of a warrant per
unit and the additional changes relating to the change in the
offering. Please re-file all
exhibits that changed as a result of these changes.
You may contact William Demarest at 202-551-3432 or Wilson Lee at
202-551-3468 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Pam Howell at 202-551-3357 or James Lopez at 202-551-3536 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of Real
Estate & Construction
cc: Brian Hecht