Item 5.07 Submission of Matters to a Vote of Security Holders
On April 18, 2023, Banyan Acquisition Corporation (the "Company") convened and
then adjourned, without conducting any other business, the Company's special
meeting of stockholders (the "Special Meeting") at which the Company's
stockholders will vote on, among other things, proposals to amend the Company's
amended and restated certificate of incorporation (the "Charter") and trust
agreement (the "Trust Agreement") to extend the date by which the Company has to
consummate a business combination (the "Extension Proposals") from April 24,
2023 to December 24, 2023 (the "Proposed Extension"), and will reconvene the
Special Meeting at April 21, 2023 at 10:00 a.m., Eastern time, via a virtual
meeting live webcast at https://www.cstproxy.com/banyanacquisition/2023 (the
same virtual location as the adjourned Special Meeting). The only proposal
submitted for a vote of the stockholders at the Special Meeting was the approval
of the adjournment of such meeting to a later date or dates (the "Adjournment
Proposal"). The Extension Proposals and the Adjournment Proposal are described
in greater detail in the definitive proxy statement of the Company, which was
filed with the Securities and Exchange Commission (the "SEC") on March 30, 2023,
as supplemented by the additional definitive proxy materials filed on March 31,
2023, April 6, 2023, April 12, 2023, April 13, 2023 and April 17, 2023 (the
"Extension Proxy Statement"). The Extension Proxy Statement was mailed on or
about March 31, 2023 to the Company's stockholders of record as of March 24,
2023. Stockholders may obtain a copy of the Extension Proxy Statement at the
SEC's website (www.sec.gov).
On April 18, 2023, the Company held the Special Meeting. On March 24, 2023, the
record date for the Special Meeting, there were 31,395,000 shares of common
stock of the Company entitled to be voted at the Special Meeting, 77.2% of which
were represented in person or by proxy.
The Company's stockholders approved the Adjournment Proposal by the votes set
forth below:
For Against Abstain
22,306,203 2,364,051 0
Forms of Charter Amendment and Trust Amendment
A revised form of the proposed amendment to the Company's Charter, to effect the
Proposed Extension (the "Charter Amendment") is attached hereto as Exhibit 99.1,
which form clarifies that no additional funds will be deposited in the Company's
trust account in connection with the exercise of the Proposed Extension option.
An updated form of the proposed amendment to the Trust Agreement, to effect the
Proposed Extension (the "Trust Amendment") is attached hereto as Exhibit 99.2,
which form also clarifies that no additional funds will be deposited in the
Company's trust account in connection with the exercise of the Proposed
Extension option. The foregoing changes are consistent with the existing
description of the Charter Amendment and the Trust Amendment disclosure in the
Extension Proxy Statement, and the forms of the Charter Amendment and the Trust
Amendment attached hereto are hereby incorporated by reference herein (with all
applicable references in the Extension Proxy Statement now referring to such
forms).
If the Extension Proposals are approved at the reconvened Special Meeting, the
Company expects to file the Charter Amendment in the form attached hereto as
Exhibit 99.1 with the Secretary of State of Delaware, and to execute the Trust
Amendment in the form attached hereto as Exhibit 99.2 with Continental Stock
Transfer & Trust Company, as Trustee.
Participants in the Solicitation
The Company, Banyan Acquisition Sponsor LLC and the Company's directors and
executive officers and other persons may be deemed to be participants in the
solicitation of proxies from the Company's stockholders in respect of the
Extension Meeting. Important information regarding the Company's directors and
executive officers is available in its Extension Proxy Statement filed with the
SEC on March 30, 2023. Additional information regarding the participants in the
proxy solicitation and a description of their direct and indirect interests are
contained in the Extension Proxy Statement.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any such
jurisdiction.
Additional Information
The Company has filed the Extension Proxy Statement with the SEC for the
Extension Meeting to consider and vote upon the Extension Proposals and other
matters and, beginning on or about March 31, 2023, mailed the Extension Proxy
Statement and other relevant documents to its stockholders as of the March 24,
2023 record date for the Extension Meeting. The Company's stockholders and other
interested persons are advised to read the Extension Proxy Statement and any
other relevant documents that have been or will be filed with the SEC in
connection with the Company's solicitation of proxies for the Extension Meeting
because these documents will contain important information about the Company,
the Extension Proposals and related matters. Stockholders may also obtain a free
copy of the Extension Proxy Statement, as well as other relevant documents that
have been or will be filed with the SEC, without charge, at the SEC's website
located at www.sec.gov or by directing your request to Morrow Sodali LLC by
telephone by dialing (800) 662-5200 or (203) 658-9400 or by sending an email to
BYN.info@investor.morrowsodali.com.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
99.1 Updated Form of Proposed Charter Amendment.
99.2 Updated Form of Proposed Trust Amendment.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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