00018526334/28false2024Q3P3D00018526332023-05-012024-01-070001852633us-gaap:CommonClassAMember2023-05-012024-01-070001852633pnst:RedeemableWarrantsMember2023-05-012024-01-070001852633us-gaap:CommonClassAMember2024-02-15xbrli:shares0001852633pnst:CommonClassB2Member2024-02-150001852633pnst:CommonClassB1Member2024-02-150001852633pnst:CommonClassB3Member2024-02-1500018526332024-01-07iso4217:USD00018526332023-04-300001852633us-gaap:NonrelatedPartyMember2024-01-070001852633us-gaap:NonrelatedPartyMember2023-04-300001852633us-gaap:RelatedPartyMember2024-01-070001852633us-gaap:RelatedPartyMember2023-04-30iso4217:USDxbrli:shares0001852633us-gaap:FoodAndBeverageMember2023-10-162024-01-070001852633us-gaap:FoodAndBeverageMember2022-10-102023-01-010001852633us-gaap:FoodAndBeverageMember2023-05-012024-01-070001852633us-gaap:FoodAndBeverageMember2022-04-252023-01-010001852633pnst:RecreationRevenueMember2023-10-162024-01-070001852633pnst:RecreationRevenueMember2022-10-102023-01-010001852633pnst:RecreationRevenueMember2023-05-012024-01-070001852633pnst:RecreationRevenueMember2022-04-252023-01-0100018526332023-10-162024-01-0700018526332022-10-102023-01-0100018526332022-04-252023-01-010001852633srt:ScenarioPreviouslyReportedMember2023-04-300001852633srt:ScenarioPreviouslyReportedMemberus-gaap:CommonStockMember2023-04-300001852633srt:ScenarioPreviouslyReportedMemberus-gaap:AdditionalPaidInCapitalMember2023-04-300001852633srt:ScenarioPreviouslyReportedMemberus-gaap:RetainedEarningsMember2023-04-300001852633srt:RestatementAdjustmentMember2023-04-300001852633srt:RestatementAdjustmentMemberus-gaap:CommonStockMember2023-04-300001852633srt:RestatementAdjustmentMemberus-gaap:AdditionalPaidInCapitalMember2023-04-300001852633us-gaap:CommonStockMember2023-04-300001852633us-gaap:AdditionalPaidInCapitalMember2023-04-300001852633us-gaap:RetainedEarningsMember2023-04-300001852633us-gaap:RetainedEarningsMember2023-05-012023-07-2300018526332023-05-012023-07-230001852633pnst:Series1PreferredStockMember2023-05-012023-07-230001852633us-gaap:AdditionalPaidInCapitalMember2023-05-012023-07-2300018526332023-07-230001852633us-gaap:CommonStockMember2023-07-230001852633us-gaap:AdditionalPaidInCapitalMember2023-07-230001852633us-gaap:RetainedEarningsMember2023-07-230001852633us-gaap:RetainedEarningsMember2023-07-242023-10-1500018526332023-07-242023-10-150001852633us-gaap:AdditionalPaidInCapitalMember2023-07-242023-10-150001852633pnst:Series1PreferredStockMember2023-07-242023-10-1500018526332023-10-150001852633us-gaap:CommonStockMember2023-10-150001852633us-gaap:AdditionalPaidInCapitalMember2023-10-150001852633us-gaap:RetainedEarningsMember2023-10-150001852633us-gaap:RetainedEarningsMember2023-10-162024-01-070001852633us-gaap:AdditionalPaidInCapitalMember2023-10-162024-01-070001852633us-gaap:CommonStockMember2023-10-162024-01-070001852633us-gaap:RedeemableConvertiblePreferredStockMemberus-gaap:CommonStockMember2023-10-162024-01-070001852633us-gaap:RedeemableConvertiblePreferredStockMemberus-gaap:AdditionalPaidInCapitalMember2023-10-162024-01-070001852633us-gaap:RedeemableConvertiblePreferredStockMember2023-10-162024-01-070001852633pnst:WarrantsReverseRecapitalizationMemberus-gaap:CommonStockMember2023-10-162024-01-070001852633pnst:ConvertibleNotesReverseRecapitalizationMemberus-gaap:CommonStockMember2023-10-162024-01-070001852633pnst:ConvertibleNotesReverseRecapitalizationMemberus-gaap:AdditionalPaidInCapitalMember2023-10-162024-01-070001852633pnst:ConvertibleNotesReverseRecapitalizationMember2023-10-162024-01-070001852633pnst:ConvertibleNotesReverseRecapitalizationInterestForfeitMemberus-gaap:AdditionalPaidInCapitalMember2023-10-162024-01-070001852633pnst:ConvertibleNotesReverseRecapitalizationInterestForfeitMember2023-10-162024-01-070001852633pnst:WarrantsReverseRecapitalizationMemberus-gaap:AdditionalPaidInCapitalMember2023-10-162024-01-070001852633pnst:WarrantsReverseRecapitalizationMember2023-10-162024-01-070001852633us-gaap:CommonStockMember2024-01-070001852633us-gaap:AdditionalPaidInCapitalMember2024-01-070001852633us-gaap:RetainedEarningsMember2024-01-070001852633srt:ScenarioPreviouslyReportedMember2022-04-240001852633srt:ScenarioPreviouslyReportedMemberus-gaap:CommonStockMember2022-04-240001852633srt:ScenarioPreviouslyReportedMemberus-gaap:AdditionalPaidInCapitalMember2022-04-240001852633srt:ScenarioPreviouslyReportedMemberus-gaap:RetainedEarningsMember2022-04-240001852633srt:RestatementAdjustmentMember2022-04-240001852633srt:RestatementAdjustmentMemberus-gaap:CommonStockMember2022-04-240001852633srt:RestatementAdjustmentMemberus-gaap:AdditionalPaidInCapitalMember2022-04-2400018526332022-04-240001852633us-gaap:CommonStockMember2022-04-240001852633us-gaap:AdditionalPaidInCapitalMember2022-04-240001852633us-gaap:RetainedEarningsMember2022-04-240001852633us-gaap:RetainedEarningsMember2022-04-252022-07-1700018526332022-04-252022-07-170001852633us-gaap:SeriesGPreferredStockMember2022-04-252022-07-170001852633us-gaap:SeriesHPreferredStockMember2022-04-252022-07-170001852633us-gaap:CommonStockMember2022-04-252022-07-170001852633us-gaap:AdditionalPaidInCapitalMember2022-04-252022-07-1700018526332022-07-170001852633us-gaap:CommonStockMember2022-07-170001852633us-gaap:AdditionalPaidInCapitalMember2022-07-170001852633us-gaap:RetainedEarningsMember2022-07-170001852633us-gaap:RetainedEarningsMember2022-07-182022-10-0900018526332022-07-182022-10-090001852633us-gaap:AdditionalPaidInCapitalMember2022-07-182022-10-0900018526332022-10-090001852633us-gaap:CommonStockMember2022-10-090001852633us-gaap:AdditionalPaidInCapitalMember2022-10-090001852633us-gaap:RetainedEarningsMember2022-10-090001852633us-gaap:RetainedEarningsMember2022-10-102023-01-010001852633us-gaap:CommonStockMember2022-10-102023-01-010001852633us-gaap:AdditionalPaidInCapitalMember2022-10-102023-01-0100018526332023-01-010001852633us-gaap:CommonStockMember2023-01-010001852633us-gaap:AdditionalPaidInCapitalMember2023-01-010001852633us-gaap:RetainedEarningsMember2023-01-010001852633us-gaap:NonrelatedPartyMember2023-05-012024-01-070001852633us-gaap:NonrelatedPartyMember2022-04-252023-01-010001852633us-gaap:RelatedPartyMember2023-05-012024-01-070001852633us-gaap:RelatedPartyMember2022-04-252023-01-010001852633us-gaap:RedeemableConvertiblePreferredStockMember2023-05-012024-01-070001852633us-gaap:RedeemableConvertiblePreferredStockMember2022-04-252023-01-010001852633us-gaap:CommonStockMember2023-05-012024-01-070001852633us-gaap:CommonStockMember2022-04-252023-01-010001852633us-gaap:PreferredStockMember2023-05-012024-01-070001852633us-gaap:PreferredStockMember2022-04-252023-01-010001852633pnst:LegacyPinstripesCommonStockMember2023-05-012024-01-070001852633pnst:LegacyPinstripesCommonStockMember2022-04-252023-01-01pnst:locationpnst:statepnst:segment0001852633pnst:GiftCardRevenueMember2024-01-070001852633pnst:GiftCardRevenueMember2023-04-300001852633pnst:GiftCardRevenueRedemptionsMember2023-10-162024-01-070001852633pnst:GiftCardRevenueRedemptionsMember2022-10-102023-01-010001852633pnst:GiftCardRevenueRedemptionsMember2023-05-012024-01-070001852633pnst:GiftCardRevenueRedemptionsMember2022-04-252023-01-010001852633pnst:GiftCardRevenueBreakageMember2023-10-162024-01-070001852633pnst:GiftCardRevenueBreakageMember2022-10-102023-01-010001852633pnst:GiftCardRevenueBreakageMember2023-05-012024-01-070001852633pnst:GiftCardRevenueBreakageMember2022-04-252023-01-010001852633pnst:GiftCardRevenueMember2023-10-162024-01-070001852633pnst:GiftCardRevenueMember2022-10-102023-01-010001852633pnst:GiftCardRevenueMember2023-05-012024-01-070001852633pnst:GiftCardRevenueMember2022-04-252023-01-010001852633us-gaap:CommonClassAMember2024-01-070001852633pnst:CommonClassB1Member2024-01-070001852633pnst:CommonClassB2Member2024-01-070001852633pnst:CommonClassB3Member2024-01-0700018526332023-12-280001852633pnst:SeriesIConvertiblePreferredStockMember2023-12-280001852633pnst:ConvertiblePreferredStockSettledForUnpaidDividendsMember2023-12-280001852633pnst:LegacyPinstripesCommonStockMember2023-12-282023-12-280001852633pnst:SeriesIInvestorsMemberpnst:SeriesIConvertiblePreferredStockAndConvertiblePreferredStockSettledForUnpaidDividendsMember2023-12-282023-12-280001852633us-gaap:CommonClassAMemberpnst:Scenario1Member2023-12-282023-12-280001852633us-gaap:CommonClassAMemberpnst:Scenario1Member2023-12-280001852633us-gaap:CommonClassAMemberpnst:Scenario2Member2023-12-282023-12-280001852633us-gaap:CommonClassAMemberpnst:Scenario2Member2023-12-280001852633pnst:RedeemableClassACommonStockMemberpnst:BanyanAcquisitionCorporationMember2023-12-280001852633us-gaap:CommonClassAMemberpnst:BanyanRedeemableClassACommonStockStockholdersMember2023-12-280001852633us-gaap:CommonClassAMemberpnst:BanyanAcquisitionCorporationMember2023-12-280001852633pnst:LegacyPinstripesStockholdersMemberus-gaap:CommonClassAMember2023-12-280001852633pnst:SeriesIInvestorsMemberus-gaap:CommonClassAMember2023-12-280001852633us-gaap:CommonClassAMemberpnst:CertainInvestorsBanyanMember2023-12-280001852633pnst:NewPinstripesCommonStockMemberpnst:BanyanClassACommonStockStockholdersMember2023-12-280001852633pnst:LegacyPinstripesStockholdersMember2023-12-280001852633pnst:ThirdPartyMemberpnst:NewPinstripesCommonStockMember2023-12-282023-12-280001852633pnst:ThirdPartyMember2023-12-280001852633us-gaap:CommonClassAMemberpnst:BanyanAcquisitionCorporationMember2023-12-290001852633us-gaap:CommonClassBMemberpnst:BanyanAcquisitionCorporationMember2023-12-290001852633pnst:BanyanStockholdersMemberpnst:SponsorEarnoutSharesMember2023-12-290001852633pnst:LegacyPinstripesStockholdersMemberpnst:TargetEarnoutSharesMember2023-12-290001852633pnst:LegacyPinstripesStockholdersMemberpnst:EBITDAEarnoutSharesMember2023-12-290001852633pnst:Tranche1LoanMemberus-gaap:SeniorNotesMember2023-12-290001852633pnst:OaktreeWarrantsMember2023-12-290001852633pnst:LegacyPinstripesStockholdersMember2023-12-290001852633pnst:BanyanStockholdersMember2023-12-290001852633pnst:SeriesIInvestorsMember2023-12-290001852633pnst:OtherPartiesMember2023-12-2900018526332023-12-290001852633pnst:BeverageMember2024-01-070001852633pnst:BeverageMember2023-04-300001852633pnst:FoodMember2024-01-070001852633pnst:FoodMember2023-04-300001852633us-gaap:LeaseholdImprovementsMember2024-01-070001852633us-gaap:LeaseholdImprovementsMember2023-04-300001852633pnst:FurnitureFixturesAndEquipmentMember2024-01-070001852633pnst:FurnitureFixturesAndEquipmentMember2023-04-300001852633us-gaap:BuildingAndBuildingImprovementsMember2024-01-070001852633us-gaap:BuildingAndBuildingImprovementsMember2023-04-300001852633us-gaap:ConstructionInProgressMember2024-01-070001852633us-gaap:ConstructionInProgressMember2023-04-300001852633us-gaap:UnsecuredDebtMember2024-01-070001852633us-gaap:UnsecuredDebtMember2023-04-300001852633us-gaap:LineOfCreditMember2024-01-070001852633us-gaap:LineOfCreditMember2023-04-300001852633us-gaap:SecuredDebtMember2024-01-070001852633us-gaap:SecuredDebtMember2023-04-300001852633us-gaap:SeniorNotesMember2024-01-070001852633us-gaap:SeniorNotesMember2023-04-300001852633us-gaap:ConvertibleDebtMember2024-01-070001852633us-gaap:ConvertibleDebtMember2023-04-300001852633us-gaap:NotesPayableOtherPayablesMember2024-01-070001852633us-gaap:NotesPayableOtherPayablesMember2023-04-300001852633pnst:OtherLongTermDebtMember2024-01-070001852633pnst:OtherLongTermDebtMember2023-04-300001852633pnst:PaycheckProtectionProgramLoanMemberus-gaap:UnsecuredDebtMember2020-04-200001852633pnst:PaycheckProtectionProgramLoanMemberus-gaap:UnsecuredDebtMember2022-04-24pnst:debt_instrument0001852633pnst:PaycheckProtectionProgramLoanMemberus-gaap:UnsecuredDebtMember2021-04-262022-04-24xbrli:pure0001852633pnst:PaycheckProtectionProgramLoanMemberus-gaap:UnsecuredDebtMember2022-04-252023-01-0100018526332023-03-07pnst:tranche0001852633us-gaap:LineOfCreditMember2023-03-070001852633us-gaap:LineOfCreditMemberpnst:LiveOakBankingCompanyMember2023-03-072023-03-070001852633us-gaap:LineOfCreditMemberpnst:TermLoanFacilityTranche1Member2024-01-070001852633us-gaap:LineOfCreditMemberpnst:TermLoanFacilityTranche1Member2023-04-300001852633us-gaap:LineOfCreditMemberpnst:TermLoanFacilityTranche2Member2023-03-07pnst:store0001852633us-gaap:LineOfCreditMemberpnst:TermLoanFacilityTranche2Member2023-04-300001852633us-gaap:LineOfCreditMemberpnst:March2023TermLoanFacilityMember2023-04-300001852633us-gaap:LineOfCreditMemberpnst:TermLoanFacilityTranche2Member2023-07-270001852633us-gaap:LineOfCreditMemberpnst:TermLoanFacilityTranche2Member2023-09-290001852633us-gaap:LineOfCreditMemberpnst:TermLoanFacilityTranche2Member2023-10-200001852633us-gaap:LineOfCreditMemberpnst:TermLoanFacilityTranche2Member2023-12-290001852633us-gaap:LineOfCreditMemberpnst:TermLoanFacilityTranche2Member2023-07-272024-01-070001852633us-gaap:LineOfCreditMemberpnst:TermLoanFacilityTranche2Member2024-01-070001852633us-gaap:LineOfCreditMemberpnst:August2023TermLoanFacilityMember2024-01-070001852633us-gaap:SecuredDebtMember2023-04-190001852633us-gaap:SecuredDebtMember2023-04-192023-04-190001852633us-gaap:SecuredDebtMember2023-07-270001852633us-gaap:SeniorNotesMember2023-12-292023-12-290001852633us-gaap:SeniorNotesMember2023-12-290001852633pnst:Tranche2LoanMemberus-gaap:SeniorNotesMember2023-12-290001852633pnst:Scenario1Memberus-gaap:SeniorNotesMember2023-12-290001852633pnst:Tranche2LoanMemberus-gaap:SeniorNotesMember2023-12-292023-12-290001852633pnst:Tranche2LoanMemberus-gaap:SeniorNotesMember2023-05-012024-01-070001852633pnst:Tranche2LoanMemberus-gaap:SeniorNotesMember2023-10-162024-01-070001852633pnst:Tranche2LoanMemberus-gaap:SeniorNotesMember2024-01-070001852633us-gaap:ConvertibleDebtMember2021-06-0400018526332021-06-040001852633us-gaap:ConvertibleDebtMember2023-05-012024-01-070001852633us-gaap:NotesPayableOtherPayablesMemberpnst:NorthbrookIllinoisFinancingObligationMember2011-12-310001852633us-gaap:NotesPayableOtherPayablesMemberpnst:NorthbrookIllinoisFinancingObligationMember2011-01-012011-12-310001852633us-gaap:NotesPayableOtherPayablesMemberpnst:NorthbrookIllinoisFinancingObligationMember2024-01-070001852633us-gaap:NotesPayableOtherPayablesMemberpnst:NorthbrookIllinoisFinancingObligationMember2023-04-300001852633us-gaap:NotesPayableOtherPayablesMember2023-10-162024-01-0700018526332023-06-3000018526332023-06-012023-06-300001852633us-gaap:PreferredStockMember2023-10-150001852633pnst:BanyanAcquisitionCorporationMemberus-gaap:CommonClassAMember2023-12-280001852633us-gaap:SeriesAPreferredStockMember2023-04-300001852633us-gaap:SeriesAPreferredStockMember2023-05-012024-01-070001852633us-gaap:SeriesAPreferredStockMember2024-01-070001852633us-gaap:SeriesBPreferredStockMember2023-04-300001852633us-gaap:SeriesBPreferredStockMember2023-05-012024-01-070001852633us-gaap:SeriesBPreferredStockMember2024-01-070001852633us-gaap:SeriesCPreferredStockMember2023-04-300001852633us-gaap:SeriesCPreferredStockMember2023-05-012024-01-070001852633us-gaap:SeriesCPreferredStockMember2024-01-070001852633us-gaap:SeriesDPreferredStockMember2023-04-300001852633us-gaap:SeriesDPreferredStockMember2023-05-012024-01-070001852633us-gaap:SeriesDPreferredStockMember2024-01-070001852633us-gaap:SeriesEPreferredStockMember2023-04-300001852633us-gaap:SeriesEPreferredStockMember2023-05-012024-01-070001852633us-gaap:SeriesEPreferredStockMember2024-01-070001852633us-gaap:SeriesFPreferredStockMember2023-04-300001852633us-gaap:SeriesFPreferredStockMember2023-05-012024-01-070001852633us-gaap:SeriesFPreferredStockMember2024-01-070001852633us-gaap:SeriesGPreferredStockMember2023-04-300001852633us-gaap:SeriesGPreferredStockMember2023-05-012024-01-070001852633us-gaap:SeriesGPreferredStockMember2024-01-070001852633us-gaap:SeriesHPreferredStockMember2023-04-300001852633us-gaap:SeriesHPreferredStockMember2023-05-012024-01-070001852633us-gaap:SeriesHPreferredStockMember2024-01-070001852633pnst:SeriesIPreferredStockMember2023-04-300001852633pnst:SeriesIPreferredStockMember2023-05-012024-01-070001852633pnst:SeriesIPreferredStockMember2024-01-070001852633pnst:A2008EquityIncentivePlanMember2008-12-310001852633pnst:A2023StockOptionPlanMember2023-10-190001852633pnst:A2023OmnibusPlanMember2023-12-290001852633pnst:A2023OmnibusPlanMember2023-10-192023-10-190001852633us-gaap:RestrictedStockMember2024-01-070001852633srt:ScenarioPreviouslyReportedMember2022-04-252023-04-3000018526332022-04-252023-04-300001852633us-gaap:EmployeeStockOptionMember2023-05-012024-01-070001852633pnst:SilverviewCreditPartnersLPMember2023-04-300001852633pnst:ServiceProviderMember2024-01-070001852633pnst:SilverviewCreditPartnersLPMember2023-07-310001852633pnst:SilverviewCreditPartnersLPMemberpnst:AmendedWarrantsMember2023-08-010001852633pnst:WarrantsNotAmendedMemberpnst:SilverviewCreditPartnersLPMember2023-08-010001852633pnst:SilverviewCreditPartnersLPMember2023-08-010001852633us-gaap:LineOfCreditMemberpnst:TermLoanTranche2Member2023-08-012023-08-010001852633pnst:SilverviewCreditPartnersLPMemberpnst:IssuedWarrantsMember2023-08-010001852633pnst:SilverviewCreditPartnersLPMemberpnst:ContingentlyIssuableWarrantsMember2023-08-010001852633pnst:Tranche2WarrantsMember2023-09-290001852633us-gaap:LineOfCreditMemberpnst:TermLoanTranche2Member2023-09-292023-09-290001852633pnst:Tranche2WarrantsMember2023-09-292023-09-290001852633pnst:Tranche2WarrantsMember2023-10-200001852633us-gaap:LineOfCreditMemberpnst:TermLoanTranche2Member2023-10-202023-10-200001852633pnst:Tranche2WarrantsMember2023-10-202023-10-200001852633pnst:Tranche2WarrantsMember2023-12-290001852633us-gaap:LineOfCreditMemberpnst:TermLoanTranche2Member2023-12-292023-12-290001852633pnst:Tranche2WarrantsMember2023-12-292023-12-290001852633pnst:GraniteCreekCapitalPartnersLLCMember2023-04-300001852633pnst:GraniteCreekCapitalPartnersLLCMember2023-08-310001852633pnst:SilverviewCreditPartnersLPMember2023-12-040001852633pnst:GraniteCreekCapitalPartnersLLCMember2023-12-040001852633pnst:GraniteCreekCapitalPartnersLLCMember2023-07-310001852633pnst:PublicWarrantsMemberpnst:BanyanAcquisitionCorporationMember2022-01-240001852633pnst:PrivatePlacementWarrantsMemberus-gaap:PrivatePlacementMemberpnst:BanyanAcquisitionCorporationMember2022-01-240001852633pnst:BanyanAcquisitionCorporationMember2023-12-290001852633pnst:PublicWarrantsMember2023-12-290001852633pnst:PrivatePlacementWarrantsMember2023-12-290001852633pnst:PublicWarrantsMember2023-05-012024-01-070001852633pnst:PrivatePlacementWarrantsMember2023-05-012024-01-070001852633pnst:PublicWarrantsMember2024-01-070001852633pnst:RedemptionOfWarrantPricePerShareEqualsOrExceeds18.00Memberpnst:BanyanAcquisitionCorporationMemberpnst:PublicWarrantsMember2024-01-070001852633pnst:RedemptionOfWarrantPricePerShareEqualsOrExceeds18.00Memberpnst:BanyanAcquisitionCorporationMemberpnst:PublicWarrantsMember2023-05-012024-01-070001852633pnst:RedemptionOfWarrantPricePerShareEqualsOrExceeds10.00Memberpnst:BanyanAcquisitionCorporationMemberpnst:PublicWarrantsMember2024-01-070001852633pnst:RedemptionOfWarrantPricePerShareEqualsOrExceeds10.00Memberpnst:BanyanAcquisitionCorporationMemberpnst:PublicWarrantsMember2023-05-012024-01-07pnst:D0001852633pnst:BanyanAcquisitionCorporationMember2023-05-012024-01-070001852633pnst:Tranche1LoanMemberus-gaap:SeniorNotesMember2023-12-292023-12-290001852633pnst:WarrantScenario1Memberpnst:ContingentlyIssuableTranche1WarrantsMember2023-12-290001852633pnst:WarrantScenario1Memberpnst:ContingentlyIssuableTranche1WarrantsMember2023-12-292023-12-290001852633pnst:WarrantScenario2Memberpnst:ContingentlyIssuableTranche1WarrantsMember2023-12-290001852633pnst:WarrantScenario2Memberpnst:ContingentlyIssuableTranche1WarrantsMember2023-12-292023-12-290001852633us-gaap:SeniorNotesMemberpnst:TermLoanTranche2Member2023-12-292023-12-290001852633us-gaap:SeniorNotesMemberpnst:TermLoanTranche2Member2023-12-290001852633pnst:Tranche1WarrantsMember2023-12-290001852633us-gaap:WarrantMember2023-04-300001852633us-gaap:WarrantMember2023-05-012023-07-230001852633us-gaap:WarrantMember2023-07-230001852633pnst:GraniteCreekCapitalPartnersLLCMemberus-gaap:WarrantMember2023-07-242023-10-150001852633us-gaap:WarrantMember2023-07-242023-10-150001852633us-gaap:WarrantMember2023-10-150001852633us-gaap:WarrantMember2023-10-162024-01-070001852633us-gaap:WarrantMember2024-01-0700018526332023-11-060001852633pnst:DesignServicesAndEquipmentSupplyMemberus-gaap:RelatedPartyMember2023-10-162024-01-070001852633pnst:DesignServicesAndEquipmentSupplyMemberus-gaap:RelatedPartyMember2022-10-102023-01-010001852633pnst:DesignServicesAndEquipmentSupplyMemberus-gaap:RelatedPartyMember2023-05-012024-01-070001852633pnst:DesignServicesAndEquipmentSupplyMemberus-gaap:RelatedPartyMember2022-04-252023-01-010001852633pnst:DesignServicesAndEquipmentSupplyMemberus-gaap:RelatedPartyMember2024-01-070001852633pnst:DesignServicesAndEquipmentSupplyMemberus-gaap:RelatedPartyMember2023-04-30

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM 10-Q
_________________________

x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January 7, 2024
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 001-41236
_________________________
Pinstripes Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
_________________________
Delaware
86-2556699
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
1150 Willow Road, Northbrook, IL
60062
(Address of Principal Executive Offices)
(Zip Code)
(847) 480-2323
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share
PNST
New York Stock Exchange
Redeemable warrants, exercisable for shares of common stock, exercise price of $11.50 per share
PNST WS
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x   No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes x   No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
o

Accelerated filer
o
Non-accelerated filer
x

Smaller reporting company
x
Emerging growth company
x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes o   No x
At February 15, 2024, there were 40,087,786 shares outstanding of Class A Common Stock with a par value $0.0001 per share and there were no outstanding shares of Class B-1 Common Stock, Class B-2 Common Stock and Class B-3 Common Stock with a par value of $0.001 per share.



Table of Contents
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this Quarterly Report on Form 10-Q (the “Quarterly Report”) that reflect our current views with respect to future events and financial performance, business strategies, expectations for our business and any other statements of a future or forward-looking nature, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements other than statements of historical facts contained in this Quarterly Report may be forward-looking statements. These forward-looking statements include statements about the anticipated benefits of the Business Combination (as defined below) and our financial condition, results of operations, earnings outlook and prospects. Forward-looking statements appear in a number of places in this Quarterly Report including, without limitation, in the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Pinstripes Holdings.”
In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this Quarterly Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. You should not place undue reliance on these forward-looking statements. We cannot assure you that future developments affecting the Company will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Some factors that could cause actual results to differ include, but are not limited to:
our ability to recognize the anticipated benefits of the transactions consummated pursuant to the business combination agreement dated as of June 22, 2023 (as amended and restated as of September 26, 2023 and November 22, 2023) by and among Pinstripes Inc., Banyan Acquisition Corporation and Panther Merger Sub Inc. (the “Business Combination Agreement” and such transactions, the “Business Combination”);
risks related to the uncertainty of the projected financial information with respect to the Company;
the risks related to our current growth strategy and our ability to successfully open and integrate new locations;
risks related to our substantial indebtedness;
2


the risks related to the capital intensive nature of our business, our ability to attract new customers and retain existing customers and the impact of pandemics and global economic trends, including the resulting labor shortage and inflation, on us;
our success in retaining or recruiting, or changes required in our officers, key employees or directors in operating as a public company;
our ability to maintain the listing of Pinstripes Class A Common Stock (as defined below) and Warrants (as defined below) on the New York Stock Exchange (the “NYSE”);
geopolitical risk and changes in applicable laws or regulations;
the possibility that we may be adversely affected by other economic, business, and/or competitive factors;
our estimates of expenses and profitability;
operational risk;
litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on our resources; and
other risks and uncertainties indicated in this Quarterly Report, including those under the heading “Risk Factors”, and other filings that have been made or will be made with the SEC by the Company, as applicable.
The foregoing list of factors is not exhaustive and additional factors may cause actual results to differ materially from current expectations. We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report. Should one or more of these risks or uncertainties materialize, or should any of the assumptions made by us prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. In addition, there may be additional risks that we presently do not know or that we currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.
All subsequent written and oral forward-looking statements concerning matters addressed in this Quarterly Report and attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Quarterly Report. We do not give any assurance that we will achieve our expectations. Investors and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which only speak as of the date made, are not a guarantee of future performance and are subject to a number of uncertainties, risks, assumptions and other factors, many of which are outside of our control. Except to the extent required by applicable law or regulation, we expressly disclaim any obligation and undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this Quarterly Report or to reflect the occurrence of unanticipated events. Stockholders should be aware that the occurrence of the events described in the section titled “Risk Factors” and elsewhere in this Quarterly Report may adversely affect the Company.
3

Part I - Financial Information

Pinstripes Holdings, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except share and per share amounts)
(Unaudited)
January 7,
2024
April 30,
2023
Assets
Current Assets
Cash and cash equivalents$39,637 $8,436 
Accounts receivable2,051 1,310 
Inventories928 802 
Prepaid expenses and other current assets2,332 577 
Total current assets44,948 11,125 
Property and equipment, net72,007 62,842 
Operating lease right-of-use assets54,307 55,604 
Other long-term assets5,808 1,356 
Total assets$177,070 $130,927 
Liabilities, Redeemable Convertible Preferred Stock, and Stockholders’ Deficit
Current Liabilities
Accounts payable$23,508 $19,305 
Amounts due to customers7,339 7,349 
Current portion of long-term notes payable3,056 1,044 
Accrued occupancy costs6,231 14,940 
Other accrued liabilities9,182 8,613 
Current portion of operating lease liabilities15,571 10,727 
Warrant liabilities12,327  
Total current liabilities77,214 61,978 
Long-term notes payable68,190 36,211 
Long-term accrued occupancy costs280 2,020 
Operating lease liabilities90,236 91,398 
Other long-term liabilities1,386 850 
Total liabilities237,306 192,457 
Redeemable convertible preferred stock
 53,468 
Stockholders’ deficit
Common stock (par value: $0.0001; authorized: 430,000,000 shares; issued and outstanding: 39,931,785 shares at January 7, 2024 and 11,422,476 shares at April 30, 2023)
4 1 
Additional paid-in capital56,656 3,794 
Accumulated deficit(116,896)(118,793)
Total stockholders’ deficit
(60,236)(114,998)
Total liabilities, redeemable convertible preferred stock, and stockholders’ deficit
$177,070 $130,927 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4

Pinstripes Holdings, Inc.
Unaudited Condensed Consolidated Statements of Operations
(in thousands, except share and per share amounts)
Twelve Weeks EndedThirty-Six Weeks Ended
January 7,
2024
January 1,
2023
January 7,
2024
January 1,
2023
Food and beverage revenues$24,854 $21,759 $64,806 $61,157 
Recreation revenues7,308 6,419 17,720 15,946 
Total revenue32,162 28,178 82,526 77,103 
Cost of food and beverage5,017 4,475 13,732 13,102 
Store labor and benefits10,831 9,511 29,465 27,577 
Store occupancy costs, excluding depreciation4,947 4,305 10,537 12,551 
Other store operating expenses, excluding depreciation5,140 4,456 14,696 12,634 
General and administrative expenses5,274 2,529 12,576 9,840 
Depreciation expense2,076 1,860 5,417 5,574 
Pre-opening expenses1,934 1,156 7,238 2,141 
Operating loss(3,057)(114)(11,135)(6,316)
Interest expense(2,485)(278)(6,086)(735)
Gain on change in fair value of warrant liabilities and other
17,790  19,140  
Gain (loss) on debt extinguishment   8,448 
Income (loss) before income taxes12,248 (392)1,919 1,397 
Income tax expense   144 
Net income (loss)
12,248 (392)1,919 1,253 
Less: Cumulative unpaid dividends and change in redemption amount of redeemable convertible preferred stock
(350) (2,301) 
Net income (loss) attributable to common stockholders
$11,898 $(392)$(382)$1,253 
Basic earnings (loss) per share
$0.35 $(0.03)$(0.03)$0.11 
Diluted earnings (loss) per share
$0.33 $(0.03)$(0.03)$0.04 
Weighted average shares outstanding, basic15,784,141 11,408,369 13,324,330 11,404,578 
Weighted average shares outstanding, diluted37,061,006 11,408,369 13,324,330 31,692,877 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5

Pinstripes Holdings, Inc.
Unaudited Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit
(in thousands, except share and per share amounts)
Thirty-Six Weeks Ended January 7, 2024
Redeemable Convertible
Preferred Stock
Common StockAdditional
Paid-In Capital
Accumulated
Deficit
Total Stockholders’
Deficit
Shares(1)
Amounts
Shares(1)
Amounts
Balance as of April 30, 2023, as previously reported
10,203,945 $53,468 6,178,962 $62 $3,733 $(118,793)$(114,998)
Retroactive application of reverse recapitalization
8,659,145 — 5,243,514 (61)$61 — — 
Balance as of April 30, 2023, after effect of the reverse recapitalization
18,863,090 $53,468 11,422,476 $1 $3,794 $(118,793)$(114,998)
Net loss— — — — — (3,046)(3,046)
Issuance of Series I redeemable convertible preferred stock
1,988,620 18,463 — — — — — 
Accretion of cumulative dividends on Series I redeemable convertible preferred stock
— 134 — — (134)— (134)
Change in the redemption value of the redeemable convertible preferred stock
— 1,423 — — (1,423)— (1,423)
Stock based compensation— — — — 141 — 141 
Balance as of July 23, 2023
20,851,710 $73,488 11,422,476 $1 $2,378 $(121,839)$(119,460)
Net loss— — — — — (7,283)(7,283)
Issuance of warrants— — — — 173 — 173 
Reclassification of liability-classified warrants— — — — (1,834)— (1,834)
Issuance of Series I redeemable convertible preferred stock
138,000 1,380 — — — — — 
Accretion of cumulative dividends on Series I redeemable convertible preferred stock
— 394 — — (394)— (394)
Stock based compensation— — — — 220 — 220 
Balance as of October 15, 2023
20,989,710 $75,262 11,422,476 $1 $543 $(129,122)$(128,578)
Net income
— — — — — 12,248 12,248 
Issuance of warrants— — — — 23 (23) 
Reclassification of liability-classified warrants— — — — 940 — 940 
Accretion of cumulative dividends on Series I redeemable convertible preferred stock
— 350 — — (350)— (350)
Exercise of stock options— — 45,322 — — — — 
Exercise of warrants— — 296,053 — 2,203 — 2,203 
Conversion of cumulative unpaid dividends on Series I redeemable convertible preferred stock to common stock in connection with the reverse recapitalization
— (878)87,755 — 878 — 878 
Conversion of redeemable convertible preferred stock to common stock in connection with the reverse recapitalization
(20,989,710)(74,734)20,989,710 2 74,732 — 74,734 
Conversion of warrants into common stock in connection with the reverse recapitalization— — 655,213 — — — — 
6

Pinstripes Holdings, Inc.
Unaudited Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit
(in thousands, except share and per share amounts)
Conversion of long-term notes payable and accrued interest to common stock in connection with the reverse recapitalization
— — 924,304 — 5,000 — 5,000 
Forfeiture of accrued interest in connection with the conversion of long-term notes payable
— — — — 890 — 890 
Issuance of common stock in the reverse recapitalization pursuant to the BCA
— — 5,447,203 1 (1)—  
Transfer of warrants related to business combination
— — — — (29,824)— (29,824)
Transaction costs incurred in connection with the reverse recapitalization
— — — — (23,362)— (23,362)
Issuance of common stock as payment for Legacy Pinstripes transaction costs incurred in connection with the reverse recapitalization
— — 50,000 — — — 
Issuance of common stock as settlement for the unpaid accrued interest on the convertible notes— — 13,749 — 138 — 138 
Issuance of warrants in connection with the reverse recapitalization
— — — — 24,592 — 24,592 
Stock based compensation— — — — 254 — 254 
Balance as of January 7, 2024
 $ 39,931,785 $4 $56,656 $(116,896)$(60,236)
(1) The number of shares of Redeemable Convertible Preferred Stock and Common Stock issued and outstanding prior to the Reverse Recapitalization have been retroactively adjusted by the Exchange Ratios to give effect to the Reverse Recapitalization. See Note 2.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
7

Pinstripes Holdings, Inc.
Unaudited Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit
(in thousands, except share and per share amounts)

Thirty-Six Weeks Ended January 1, 2023
Redeemable Convertible
Preferred Stock
Common Stock
Additional
Paid-In Capital
Accumulated
Deficit
Total Stockholders’
Deficit
Shares(1)
Amounts
Shares(1)
Amounts
Balance as of April 24, 2022, as previously reported
10,085,612 $52,218 6,167,254 $62 $1,650 $(111,268)$(109,556)
Retroactive application of reverse recapitalization
8,558,727 — 5,234 (61)61 $— $— 
Balance as of April 24, 2022, after effect of the reverse recapitalization
18,644,339 $52,218 11,400,833 $1 $1,711 $(111,268)$(109,556)
Net income— — — — — 5,035 5,035 
Issuance of warrants— — — — — — — 
Issuance of Series G redeemable convertible preferred stock
194,104 1,050 — — — — — 
Issuance of Series H redeemable convertible preferred stock
24,647 200 — — — — — 
Exercise of stock options— — 2 — 6 — 6 
Stock based compensation— — — — 52 — 52 
Balance as of July 17, 2022
18,863,090 $53,468 11,402,682 $1 $1,769 $(106,233)$(104,463)
Net loss— — — — — (3,390)(3,390)
Issuance of warrants— — — — 10 — 10 
Stock based compensation— — — — 59 — 59 
Balance as of October 9, 2022
18,863,090 $53,468 11,402,682 $1 $1,838 $(109,623)$(107,784)
Net loss— — — — — (392)(392)
Issuance of warrants— — — — — — — 
Exercise of stock options— — 20 — 60 — 60 
Stock based compensation— — — — 67 — 67 
Balance as of January 1, 2023
18,863,090 $53,468 11,422,477 $1 $1,965 $(110,015)$(108,049)
(1) The number of shares of Redeemable Convertible Preferred Stock and Common Stock issued and outstanding prior to the Reverse Recapitalization have been retroactively adjusted by the Exchange Ratios to give effect to the Reverse Recapitalization. See Note 2.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
8

Pinstripes Holdings, Inc.
Unaudited Condensed Consolidated Statements of Cash Flows
(in thousands)
Thirty-Six Weeks Ended
January 7, 2024January 1, 2023
Cash flows from operating activities
Net income
$1,919 $1,253 
Adjustments to reconcile net income (loss) to net cash used in operating activities
Gain on modification of operating leases(3,281) 
Depreciation expense5,417 5,574 
Non-cash operating lease expense4,048 3,893 
Operating lease tenant allowances3,789 4,753 
Stock based compensation615 178 
Gain on change in fair value of warrant liabilities and other
(19,305) 
Gain on extinguishment of debt (8,448)
Amortization of debt issuance costs1,425 13 
(Increase) decrease in operating assets
Accounts receivable(741)(283)
Inventories(126)(124)
Prepaid expenses and other current assets(1,265)(380)
Other long-term assets(5,808) 
(Decrease) increase in operating liabilities
Accounts payable6,400 3,165 
Amounts due to customers(10)(674)
Accrued occupancy costs(3,954)(2,032)
Other accrued liabilities1,867 697 
Operating lease liabilities(6,808)(5,897)
Net cash provided by (used in) operating activities
(15,818)1,688 
Cash flows from investing activities
Purchase of property and equipment(14,771)(1,842)
Net cash (used in) investing activities
(14,771)(1,842)
Cash flows from financing activities
Proceeds from stock option exercises 66 
Proceeds from warrant exercises
1  
Proceeds from warrant issuances
24,592  
Proceeds from issuance of redeemable convertible preferred stock, net
19,843 200 
Payment of transaction costs related to reverse recapitalization
(23,437) 
Principal payments on long-term notes payable(466)(1,379)
Proceeds from the Oaktree Tranche 2 Loan
1,590  
Debt issuance costs(773) 
Redemption of long-term notes payable (100)
Proceeds from long-term notes payable, net
40,440  
Net cash provided by (used in) financing activities
61,790 (1,213)
Net change in cash and cash equivalents
31,201 (1,367)
Cash and cash equivalents, beginning of period
8,436 8,907 
Cash and cash equivalents, end of period
$39,637 $7,540 
Supplemental disclosures of cash flow information
Cash paid for interest$5,241 $690 
Supplemental disclosures of non-cash operating, investing and financing activities
Conversion of long-term notes payable to redeemable convertible preferred stock
$ $1,050 
Conversion of long-term notes payable and accrued interest to common stock
$5,137 $ 
Forfeiture of accrued interest in connection with the conversion of long-term notes payable$890 $ 
Reclassification of warrant liability in connection with the reverse recapitalization
$940 $ 
9

Pinstripes Holdings, Inc.
Unaudited Condensed Consolidated Statements of Cash Flows
(in thousands)
Conversion of preferred stock to common stock in connection with the reverse recapitalization
$75,501 $ 
Transaction costs incurred in connection with the reverse recapitalization but not yet paid
$388 $ 
Transfer of warrants related to business combination
$29,824 $ 
Conversion of Legacy Pinstripes common stock in connection with the reverse recapitalization
$180 $ 
Increase in operating lease right-of-use assets
$5,963 $7,580 
Non-cash finance obligation$1,270 $ 
Non-cash capital expenditures included in accounts payable$2,198 $3,610 
Change in the redemption amount of the redeemable convertible preferred stock
$1,423 $ 
Accretion of cumulative dividends on Series I redeemable convertible preferred stock
$878 $ 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
10

Pinstripes Holdings, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except share and per share amounts)
Twelve and Thirty-Six Weeks Ended January 7, 2024 and January 1, 2023
Note 1 – Nature of Business and Basis of Presentation
Pinstripes Holdings, Inc. (“Pinstripes”, “New Pinstripes”, the “Company”, “we”, “us”, or “our”) was formed for the purpose of operating and expanding a unique entertainment and dining concept. As of January 7, 2024, the Company has 15 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.
On December 29, 2023, Pinstripes, Inc. (“Legacy Pinstripes”) consummated the previously announced business combination pursuant to the Business Combination Agreement, dated as of June 22, 2023 (as amended and restated as of September 26, 2023 and November 22, 2023, the “BCA” or “Business Combination”), by and among Legacy Pinstripes, Banyan Acquisition Corporation, a Delaware corporation (“Banyan”), and Panther Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Banyan. The financial statements included in this report reflect (i) the historical operating results of Legacy Pinstripes prior to the Business Combination and (ii) the combined results of Legacy Pinstripes and New Pinstripes following the closing of the Business Combination (collectively, Legacy Pinstripes and New Pinstripes are referred to as the “Company”). In connection with the closing of the Business Combination, Banyan changed its name to Pinstripes Holdings, Inc. (see Note 2).
The closing of the Business Combination is accounted for as a reverse recapitalization. The prior period share and per share amounts presented in the condensed consolidated financial statements and related notes have been retroactively adjusted to give effect to the reverse recapitalization treatment of the transactions completed by the Business Combination.
Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its directly and indirectly wholly owned subsidiaries: Pinstripes, Inc., 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 GAAP have been omitted pursuant to rules and regulations of the SEC. Due to the seasonality of the Company’s 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 the Company’s registration statement on Form S-4/A filed with the SEC on November 28, 2023.
11

Pinstripes Holdings, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except share and per share amounts)
Twelve and Thirty-Six Weeks Ended January 7, 2024 and January 1, 2023
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
Management considers 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 $1,612 and $1,381 as of January 7, 2024 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 $5,059 as of January 7, 2024 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 $2,280 as of January 7, 2024 and $1,896 as of April 30, 2023. The components of gift card revenue were as follows:
Twelve Weeks EndedThirty-Six Weeks Ended
January 7, 2024January 1, 2023January 7, 2024January 1, 2023
Redemptions, net of discounts$472 $(38)$1,355 $628 
Breakage$339 $130 $584 $591 
Gift card revenue, net
$811 $92 $1,939 $1,219 
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 $1,934 and $7,238 for the twelve and thirty-six weeks ended January 7, 2024, respectively, compared to $1,156 and $2,141 for the twelve and thirty-six weeks ended January 1, 2023, respectively, due to preparations for new locations under construction.
12

Pinstripes Holdings, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except share and per share amounts)
Twelve and Thirty-Six Weeks Ended January 7, 2024 and January 1, 2023
Common and preferred stock
In connection with the Reverse Recapitalization (see Note 2), the following classes of common (collectively, the Class A Common Stock, Class B-1 Common Stock, Class B-2 Common Stock and Class B-3 Common Stock, are referred to as “Common Stock”) and preferred stock were authorized:
400,000,000 shares of Class A Common Stock at a par value of $0.0001 per share, of which 39,391,785 shares were issued and outstanding as of January 7, 2024
10,000,000 shares of Class B-1 Common Stock at a par value of $0.0001 per share, of which no shares were issued and outstanding as of January 7, 2024
10,000,000 shares of Class B-2 Common Stock at a par value of $0.0001 per share, of which no shares were issued and outstanding as of January 7, 2024
10,000,000 shares of Class B-3 Common Stock at a par value of $0.0001 per share, of which no shares were issued and outstanding as of January 7, 2024
10,000,000 shares of preferred stock at a par value of $0.0001 per share, of which no shares were issued and outstanding as of January 7, 2024
Recently adopted and issued accounting standards
Management reviewed the accounting pronouncements that became effective for the third 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. Management 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 condensed consolidated financial statements.
Note 2 – Reverse Recapitalization
The consummation of the Business Combination was accounted for as a reverse recapitalization in accordance with GAAP (“Reverse Recapitalization”). Under this method of accounting, Banyan is treated as the “acquired” company. Accordingly, for accounting and financial reporting purposes, the financial statements of the combined entity, New Pinstripes, represent a continuation of the condensed consolidated financial statements of Legacy Pinstripes, with the transaction treated as the equivalent of Legacy Pinstripes issuing stock for the net assets of Banyan, accompanied by a recapitalization. The net assets of Banyan are stated at historical cost, which approximates fair value, with no goodwill or other intangible assets recorded. Legacy Pinstripes was determined to be the accounting acquirer due to (i) Legacy Pinstripes’ stockholders comprising the relative majority of the voting power of the combined entity and having the ability to nominate the substantial majority of the board of directors of New Pinstripes, (ii) Legacy Pinstripes’ operations prior to the Reverse Recapitalization comprising the only ongoing operations of the combined entity, and (iii) Legacy Pinstripes’ senior management comprising the senior management of the combined company.
In connection with the closing of the Business Combination:
Immediately prior to the consummation of the Reverse Recapitalization (i) each of the issued and outstanding 11,089,695 shares of Legacy Pinstripes Redeemable Convertible Preferred Stock (including the 850,648 shares of Legacy Pinstripes Series I Redeemable Convertible Preferred Stock and the 35,102 shares payable for the settlement of the cumulative unpaid dividends thereon) were converted into 11,089,695 shares of Legacy Pinstripes Common Stock; (ii) each of the issued and outstanding 354,436 Legacy Pinstripes warrants were converted into 354,436 shares of Legacy Pinstripes Common Stock; and (iii) each of Legacy Pinstripes
13

Pinstripes Holdings, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except share and per share amounts)
Twelve and Thirty-Six Weeks Ended January 7, 2024 and January 1, 2023
outstanding principal convertible note obligations were converted into 500,000 shares of Legacy Pinstripes Common Stock (collectively, the “Conversion Shares”);
Each of the issued and outstanding 17,422,009 shares of Legacy Pinstripes Common Stock held by the Legacy Pinstripes stockholders, including the Conversion Shares, with the exception of the 885,750 shares of Legacy Pinstripes Common Stock issued upon conversion of Legacy Pinstripes Series I Redeemable Convertible Preferred Stock (the “Series I Investors”), were cancelled and converted into 32,206,458 shares of New Pinstripes Class A Common Stock, after giving effect to an exchange ratio of approximately 1.8486 shares of New Pinstripes Class A Common Stock for each share of Legacy Pinstripes as set forth in the BCA (the “Exchange Ratio”);
Each of the issued and outstanding 885,750 shares of Legacy Pinstripes Common Stock held by the Series I Investors were cancelled and converted into 2,214,375 shares of New Pinstripes Class A Common Stock after giving effect to an exchange ratio of approximately 2.5 shares of New Pinstripes Class A Common Stock for each share of Legacy Pinstripes as set forth in the BCA (the “Series I Exchange Ratio”) (collectively, the Exchange Ratio and the Series I Exchange Ratios are referred to as the “Exchange Ratios”);
All 32,203 of the issued and outstanding shares of Banyan Redeemable Class A Common Stock held by Banyan stockholders were re-issued as 32,203 shares of New Pinstripes Class A Common Stock;
Banyan stockholders forfeited an aggregate of 2,768,750 shares of the issued and outstanding Banyan Class A Common Stock which were re-issued as (i) 1,242,975 shares of New Pinstripes Class A Common Stock to the Legacy Pinstripes stockholders (other than the Series I Investors), (ii) 507,025 shares of New Pinstripes Class A Common Stock to the Series I Investors and (iii) 1,018,750 shares of Class A Common Stock to the certain investors in Banyan who agreed not to redeem their respective shares of Banyan Class A Common Stock in connection with Banyan’s extension meeting held on April 21, 2023;
Each of the remaining issued and outstanding 3,665,000 shares of Banyan Class A Common Stock held by the Banyan stockholders were re-issued as 3,665,000 shares of New Pinstripes Common Stock;
All of the 2,722,593 issued and outstanding vested and unvested Legacy Pinstripes options held by the Legacy Pinstripes stockholders were converted into New Pinstripes options exercisable for 5,032,434 shares of New Pinstripes Common Stock, after giving effect to the Exchange Ratio, at an exercise price per share equal to the Legacy Pinstripes option exercise price divided by the Exchange Ratio; and
50,000 shares of New Pinstripes Class A Common Stock were issued to a third party as payment for $500 of transaction costs incurred by Legacy Pinstripes in connection with the closing of the business combination.
Pursuant to the BCA, an aggregate of (i) 1,485,000 of the issued and outstanding shares of Banyan Class A Common Stock and 345,000 of the issued and outstanding shares of Banyan Class B Common Stock held by the Banyan stockholders were re-issued as 1,830,000 shares of New Pinstripes Class B Common Stock, subject to vesting based upon satisfaction of stock trading price conditions (“Sponsor Earnout Shares”), (ii) 5,000,000 shares of New Pinstripes Class B Common Stock were issued to Legacy Pinstripes stockholders, subject to vesting based upon satisfaction of stock trading price conditions (“Target Earnout Shares”), and (iii) 4,000,000 shares of New Pinstripes Class B Common Stock were issued to Legacy Pinstripes stockholders, subject to vesting based upon financial performance in calendar 2024 (“EBITDA Earnout Shares” and, together with the Sponsor Earnout Shares and the Target Earnout Shares, the “Earnout Shares”). The Earnout Shares, which will convert into New Pinstripes Class A Common Stock if the conditions described herein are met, are subject to forfeiture if the respective achievement of the specified targets are not met, are classified in stockholders’ equity as the Earnout Shares were determined to be indexed to New Pinstripes Class A Common Stock and meet the requirements for equity-classification (see Note 11).
In connection with the Reverse Recapitalization, Pinstripes entered into a loan agreement with Oaktree Fund Administration, LLC (“Oaktree”) under which Pinstripes obtained a senior secured term loan in the principal amount of $50,000 (see Note 5) and issued warrants to purchase 2,500,000 shares of New Pinstripes Class A Common Stock at an
14

Pinstripes Holdings, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except share and per share amounts)
Twelve and Thirty-Six Weeks Ended January 7, 2024 and January 1, 2023
exercise price of $0.01 per share (“ Oaktree Tranche 1 Warrants”). Management evaluated the warrants and concluded the meet the criteria for equity classification (see Note 10).
The number of shares of New Pinstripes Common Stock issued immediately following the consummation of the Reverse Capitalization was as follows:
Shares
Legacy Pinstripes stockholders(1)
33,449,433 
Banyan stockholders(2)
3,697,203 
Series I Investors
2,721,400 
Other
50,000 
Total shares of New Pinstripes Common Stock outstanding immediately following the Reverse Recapitalization
39,918,036 
(1) Excludes the 5,000,000 Target Earnout Shares and the 4,000,000 EBITDA Earnout shares subject to forfeiture if the achievement of certain targets is not met.
(2) Includes the 1,018,750 shares of Class A Common Stock to certain investors in Banyan who agreed not to redeem their respective shares of Banyan Class A Common Stock in connection with Banyan’s extension meeting held on April 21, 2023 and excludes the 1,830,000 Sponsor Earnout Shares subject to forfeiture if the achievement of certain targets is not met.
Transaction Costs
During the twelve and thirty-six weeks ended January 7, 2024, the Company incurred $20,191 and $24,317, respectively, for transaction costs incurred in connection with the Reverse Recapitalization, inclusive of Banyan incurred transaction costs. The transaction costs primarily represent fees incurred for financial advisory, legal, and other professional services. Transaction costs are reported as a reduction of additional paid-in capital on the condensed consolidated balance sheets as of January 7, 2024, excluding $450 reported as prepaid and other current assets related to director and officer insurance. Of the total transaction costs incurred as of January 7, 2024, $23,438 has been paid and reflected as a cash outflow from financing activities.
Retroactive Application of Reverse Recapitalization
The Business Combination is accounted for as a reverse recapitalization of equity. Accordingly, the prior period share and per share amounts presented in the condensed consolidated financial statements and related notes have been retroactively adjusted to give effect to the Reverse Recapitalization.
Reverse Application of Reverse Recapitalization to the Condensed Consolidated Balance Sheets
To conform to the retroactive application of the Reverse Recapitalization, the redeemable convertible preferred stock and the total stockholders’ deficit within the condensed consolidated balance sheets have been retroactively converted to New Pinstripes Common Stock using the Exchange Ratios and the New Pinstripes Common Stock par value of $0.0001. Accordingly, the Company reclassified $61 of Legacy Pinstripes Common Stock par value to additional paid-in capital at April 30, 2023.
Reverse Application of Reverse Recapitalization to the Unaudited Condensed Consolidated Statements of Operations
The weighted average shares during the twelve weeks and thirty-six weeks ended January 7, 2024 and January 1, 2023 have been recalculated to give effect to the retroactive application of the Reverse Recapitalization on the outstanding shares. Accordingly, the basic and diluted weighted-average Legacy Pinstripes Common Stock were retroactively converted to New Pinstripes Common Stock.
15

Pinstripes Holdings, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except share and per share amounts)
Twelve and Thirty-Six Weeks Ended January 7, 2024 and January 1, 2023
Reverse Application of Reverse Recapitalization to the Unaudited Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit
The unaudited condensed consolidated statements of redeemable convertible preferred stock and stockholders’ deficit have been recast to reflect the number of New Pinstripes Common Stock issued to Legacy Pinstripes stockholders in connection with the Reverse Recapitalization at the New Pinstripes Common Stock par value of $0.0001.
Note 3 – Inventory
Inventories consist of the following:
January 7, 2024April 30, 2023
Beverage$644 $545 
Food284 257 
Total$928 $802 
Note 4 – Property and Equipment
Property and equipment, net is summarized as follows:
January 7, 2024April 30, 2023
Leasehold improvements71,292 61,534 
Furniture, fixtures, and equipment40,818 33,361 
Building and building improvements7,000 7,000 
Construction in progress21,935 24,568 
Total cost141,045 126,463 
Less: accumulated depreciation(69,038)(63,621)
Property and equipment, net72,007 62,842 
Construction in progress relates to new locations under construction.
Note 5 – Debt
Long-term financing arrangements consists of the following:
January 7, 2024April 30, 2023
PPP and SBA loans$500 $500 
Term loans35,000 22,500 
Equipment loan16,500 11,500 
Senior notes
50,278  
Convertible notes 5,000 
Finance obligations4,834 3,995 
Other92 127 
Less: unamortized debt issuance costs and discounts
(35,958)(6,367)
Total71,246 37,255 
Less: current portion of long-term borrowings
(3,056)(1,044)
Long-term notes payable$68,190 $36,211 
16

Pinstripes Holdings, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except share and per share amounts)
Twelve and Thirty-Six Weeks Ended January 7, 2024 and January 1, 2023
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 24, 2022, the Company executed three PPP loans totaling $3,265. Each PPP loan matures two years after issuance. The interest rate on each PPP loan is 1.0% annually.
As authorized by the provisions of the CARES Act, the Company applied for forgiveness of a portion of the PPP loans. For the thirty-six weeks ended January 1, 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 (the “Silverview Facility”), consisting of two tranches and detachable warrants (see Note 10), with Silverview Credit Partners LP (“Silverview”) for $35,000 (the “Silverview Tranche 1 Loan”) 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 a first lien security interest in 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 January 7, 2024, and April 30, 2023, the principal outstanding is $22,500 related to Tranche 1.
The Silverview Facility provides for a second tranche (the “Silverview Tranche 2 Loan”) that allows the Company to draw an additional $12,500 solely during the Silverview 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 Silverview 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 the Silverview 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 sheets 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’s Common Stock issuable and exercisable by Silverview if the Company obtains additional funding under the Silverview Tranche 2 Loan. Simultaneously, the Company amended and restated its existing warrant agreement (see Note 10). The Company determined that the amendment was treated as a debt modification and accordingly, no gain or loss was recognized.
On July 27, 2023, September 29, 2023, October 20, 2023 and December 29, 2023 the Company received $1,000, $1,500, $5,000 and $5,000 respectively, in additional debt proceeds from Silverview under the Silverview Tranche 2 Loan to fund expansion, which bear interest at 15% and will be payable in full on June 7, 2027. Upon the issuance of each Silverview Tranche 2 Loan , the Company reduced the Silverview Tranche 2 Loan commitment asset for the proportional amount received and presents the amounts as a debt issuance costs and a reduction of the borrowing proceeds (i.e., a debt discount). As of January 7, 2024, the Company has drawn the total $12,500 available under the Silverview Tranche 2 Loan. As such, all of the remaining loan commitment asset of $1,203 has been reclassified to debt discount of $559 and debt issuance costs of $644.
As of January 7, 2024, the Company has recorded debt issuance costs and discounts, net of amortization, of $4,882, of which $1,653 was debt issuance costs and $3,229 was debt discount on the condensed consolidated balance sheets.
Equipment Loan
On April 19, 2023, the Company entered into a subordinated equipment loan (the “Granite Creek Facility”) of $11,500 and detachable warrants (see Note 10) with Granite Creek Capital Partners LLC (“Granite Creek”) that matures on
17

Pinstripes Holdings, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except share and per share amounts)
Twelve and Thirty-Six Weeks Ended January 7, 2024 and January 1, 2023
April 19, 2028. The interest rate on the loan is 12% and is payable monthly. The Granite Creek Facility 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, to provide for $5,000 in additional debt financing and the issuance of additional detachable warrants (see Note 10) 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 sheets as of April 30, 2023.
As of January 7, 2024, the Company has recorded debt issuance costs and discounts, net of amortization, of $3,543, of which $65 was debt issuance costs and $3,478 was debt discount on the condensed consolidated balance sheets.
Senior Notes
On December 29, 2023, in connection with the Reverse Recapitalization (see Note 2), the Company entered into a definitive loan agreement with Oaktree Fund Administration, LLC, as agent, (“Oaktree”) under which the Company issued Senior Secured Notes (“Senior Notes”) to Oaktree, which mature in five years on December 29, 2028, and detachable warrants (see Note 10). The principal payment is due at maturity. The loan agreement provides for Senior Notes of up to $90,000 in the aggregate to be funded in two tranches as follows (a) an initial loan of $50,000 (“Oaktree Tranche 1 Loan”), which closed on December 29, 2023 in connection with the closing of the Business Combination, and (b) an additional $40,000 of Senior Notes is to be funded at the sole discretion of Oaktree no earlier than nine months and no later than 12 months after the Business Combination closing date (“Oaktree Tranche 2 Loan”). The Company will use the proceeds from the Oaktree Tranche 1 Loan for general business purposes, including the settlement of Business Combination related transaction costs and to fund expansion efforts. A condition to the funding of the Oaktree Tranche 2 Term Loan is that the Company shall use the proceeds to repay all outstanding amounts under the Silverview Facility. Interest on the Oaktree Tranche 1 Loan accrues 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). On each payment interest date, the Company will increase the principal amount based upon the contractual rate and assume the value of the payment in kind is equal to the amount accrued. The effective interest rate of the original debt will incorporate the paid-in-kind (PIK) interest in the computation of the effective interest rate as an assumed cash flow on each payment date. As of January 7, 2024, the Company recorded $278 of accrued PIK interest in long-term notes payable in the condensed consolidated balance sheet.
The obligations of the Company under the Oaktree Tranche 1 Loan are unconditionally guaranteed (the “Guarantees”) by Pinstripes and certain other subsidiaries of Pinstripes (collectively, the “Guarantors”). The obligations under the Oaktree Tranche 1 Loan and the Guarantees are secured by a second lien security interest in substantially all assets of the Guarantors, subordinate to the first lien security interests of the other senior secured lenders (Silverview and Granite Creek) of Pinstripes, and including a pledge of the equity of the Company. Any prepayment of the Oaktree Tranche 1 Loan prior to its maturity date will be subject to a customary “make-whole” premium calculated using a discount rate equal to the yield on comparable Treasury securities plus 50 basis points.
The Oaktree Tranche 2 Loan presents a written option to Oaktree to issue an additional $40,000 of funding at Oaktree’s sole discretion. The Company determined the written option for the Oaktree Tranche 2 Loan requires recognition as a liability and to be remeasured at fair value at the end of each reporting period. On December 29, 2023, the written option was initially recognized at its issuance date fair value of $1,773. During the twelve weeks and thirty-six weeks ended January 7, 2024, the Company recorded a gain for the change in fair value of the written option in the amount of
18

Pinstripes Holdings, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except share and per share amounts)
Twelve and Thirty-Six Weeks Ended January 7, 2024 and January 1, 2023
$183, which is presented within the change in fair value of warrant liabilities and other in the unaudited condensed consolidated financial statements of operations. As of January 7, 2024, the fair value of the written option was $1,590.
As of January 7, 2024, the Company has recorded debt issuance costs and discounts, net of amortization, of $27,533, of which $491 was debt issuance costs and $27,042 was debt discount on the condensed consolidated balance sheets.
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 had the right, at their option, to convert all of the outstanding principal and accrued interest to shares of Legacy Pinstripes 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. In connection with the closing of the Business Combination, the convertible note holders elected to convert all of the outstanding $5,000 principal balance and the $137 of accrued unpaid interest to approximately 5,000 shares of Legacy Pinstripes Common Stock. With the election to convert all of the outstanding principal and accrued interest at 1.07%, the holder of the note forfeited additional interest of $890.
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 January 7, 2024 and April 30, 2023, the principal outstanding was $3,597 and $3,995, respectively.
During the second and third quarters of fiscal year 2024, the Company entered into agreements to pay for its bowling equipment for two locations through a long-term payment plan. The Company will pay approximately $1,270 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 January 7, 2024, the principal outstanding was $1,236.
Debt Covenants
On December 29, 2023, the Silverview and Granite Creek Facilities were amended in connection with the entry into the Oaktree loan and Oaktree’s entry into intercreditor agreements with each of Silverview and Granite Creek. The Silverview Facility and Granite Creek Facility were amended to align the measurement periods for the financial covenants of all three loan agreements, inclusive of Oaktree, and to provide for the Company’s guarantee of their obligations under each of the Silverview Facility and Granite Creek Facility. The Senior Notes, along with the amended Silverview Facility and Granite Creek Facility, require the Company to maintain a minimum specified total net leverage ratio. 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 Guarantors are subject to negative covenants restricting the activities of tthe Guarantors, including, without limitation, limitations on: dispositions, mergers or acquisitions, incurring indebtedness or liens, paying dividends or redeeming stock or making other distributions, making certain investments and engaging in certain other business transactions. The Guarantors were in compliance with the debt covenants as of January 7, 2024. The first covenant measurement period is ending on January 6, 2025.
Note 6 – Income Taxes
The Company’s full pretax income (loss) for the twelve weeks and thirty-six weeks ended January 7, 2024 and January 1, 2023 was from U.S. domestic operations. The Company’s effective tax rate (“ETR”) from continuing operations was 0.0% for the twelve and thirty-six weeks ended January 7, 2024, and 0.0% and 10.3% for the twelve and thirty-six weeks ended January 1, 2023, respectively, and consists of state income taxes. There were no significant discrete items recorded for the twelve and thirty-six weeks ended January 7, 2024 and January 1, 2023, respectively.
19

Pinstripes Holdings, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except share and per share amounts)
Twelve and Thirty-Six Weeks Ended January 7, 2024 and January 1, 2023
Note 7 – Leases
The Company leases various assets, including real estate, retail buildings, restaurant equipment, and office equipment. The Company has non-cancelable 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 thirty-six weeks ended January 7, 2024.
As of January 7, 2024, the Company entered into additional operating leases with $64,769 in aggregate future fixed lease payments related to new locations, which have not yet commenced. As of January 7, 2024, the Company did not have control of the underlying properties.
The components of lease expense are as follows:
Twelve Weeks EndedThirty-Six Weeks Ended
January 7, 2024January 1, 2023January 7, 2024January 1, 2023
Operating lease cost$3,701 $3,321 $7,579 $9,120 
Variable lease cost$1,654 $1,611 $4,525 $4,744 
Total lease cost$5,355 $4,932 $12,104 $13,864 
The operating lease costs, except pre-opening costs of $303 and $1,306 for the twelve and thirty-six weeks ended January 7, 2024, respectively, and $495 and $939 for the twelve and thirty-six weeks ended January 1, 2023, are included within store occupancy costs on the unaudited condensed consolidated statements of operations.
Note 8 – Redeemable Convertible Preferred Stock
As of October 15, 2023, Legacy Pinstripes had nine classes of preferred stock: Series A, B, C, D, E, F, G, H and I (collectively, the “Preferred Stock”) and a total of 11,054,593 issued and outstanding with a carrying value of $75,262 and a liquidation preference of $114,663. On December 29, 2023, upon the closing of the Business Combination, Series A through Series H converted into New Pinstripes shares of Class A Common Stock based on the Exchange Ratio of approximately 1.8486 and Series I converted into Class A Common Stock based on the Series I Exchange Ratio of approximately 2.5, inclusive of accrued Series I dividends (see Note 2).
20

Pinstripes Holdings, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except share and per share amounts)
Twelve and Thirty-Six Weeks Ended January 7, 2024 and January 1, 2023
The changes in the balance of the Preferred Stock included in the mezzanine equity for the thirty-six weeks ended January 7, 2024 as follows:
Balance as of April 30, 2023
Issuance of Redeemable Convertible Preferred Stock, netRemeasurement to Redemption AmountAccretion of Cumulative DividendsConversion in connection with the Reverse Recapitalization
 Balance as of January 7, 2024
Series A$1,151 $— $— $— $(1,151)$ 
Series B930 — — — (930) 
Series C300 — — — (300) 
Series D10,340 — — — (10,340) 
Series E2,207 — — — (2,207) 
Series F27,290 — — — (27,290) 
Series G3,550 — — — (3,550) 
Series H7,700 — — — (7,700) 
Series I 19,843 1,423 878 (22,144) 
Total$53,468 $19,843 $1,423 $878 $(75,612)$ 
Note 9 – Stock-Based Compensation
Legacy Pinstripes’s 2008 Equity Incentive Plan (the “Plan”) provided for the issuance of 2,900,000 shares of Legacy Pinstripes Common Stock in the form of an option award or restricted stock award to eligible employees and directors. On October 19, 2023, the Board of Directors of Legacy Pinstripes approved a new equity incentive plan, the 2023 Stock Option Plan (the “2023 Plan”), which provided for the issuance of 1,500,000 shares of Legacy Pinstripes Common Stock in the form of options awards to eligible employees and directors. On December 29, 2023, in connection with the closing of the Business Combination, the Board of Directors of the Company approved a 2023 Omnibus Equity Incentive Plan (the “2023 Omnibus Plan”), which provides for the issuances of up to 12,900,000 shares of Class A Common Stock in the form of option awards, stock appreciation rights, restricted stock awards, restricted stock unit awards and performance awards to eligible employees and directors. The number of shares of Class A Common Stock available for issuance under the 2023 Omnibus Plan will be subject to an annual increase on the first day of each fiscal year of the Company beginning April 29, 2024, equal to the lesser of (i) 15% of the aggregate number of shares outstanding on the final day of the immediately preceding fiscal year on a fully diluted basis (inclusive of all outstanding awards granted pursuant to the 2023 Omnibus Plan as of such last day and, if applicable, all outstanding purchase rights pursuant to an employee stock purchase plan maintained by the Company as of such last day) and (ii) any such smaller number of shares as is determined by the Board. 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, restricted stock unit awards, stock appreciation rights or performance awards outstanding as of January 7, 2024.
21

Pinstripes Holdings, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except share and per share amounts)
Twelve and Thirty-Six Weeks Ended January 7, 2024 and January 1, 2023
A summary of equity classified option activity for the thirty-six weeks ended January 7, 2024 is as follows:
Number of Options (1)
Weighted-average Exercise PriceWeighted-average Remaining Contractual Term (in years)Aggregate Intrinsic Value (in thousands)
Outstanding at April 30, 2023, as previously reported
2,284,399 $9.84 6.56$16,628 
Retroactive application of reverse recapitalization
1,938,936 (4.51)— $13,215 
Outstanding at April 30, 2023, as previously reported
4,223,335 $5.33 6.56$29,843 
Granted1,433,855 12.52 
Exercised(45,177)3.51 $248 
Expired(89,655)2.27 
Forfeited or cancelled(731,768)9.56 
Outstanding at January 7, 2024
4,790,590 $6.91 6.70$3,774 
Exercisable at January 7, 2024
2,352,180 $4.15 4.59
(1) Number of options and weighted average exercise price has been adjusted to reflect the exchange of Legacy Pinstripes’ stock options for New Pinstripes’ stock options at an exchange ratio of approximately 1.8486 as a result of the Reverse Recapitalization (see Note 2).
The unrecognized expense related to our stock option plan totaled approximately $6,768 as of January 7, 2024 and will be expensed over a weighted average period 3.71 years.
Note 10 – Warrants
In fiscal year 2023, the Company issued 267,000 warrants to Silverview (the “Silverview Warrants”), recorded at fair value in additional paid-in capital within the condensed consolidated balance sheets of $1,712, net of issuance costs. Upon surrender of these warrants, the holder was entitled to purchase one share of Legacy Pinstripes Common Stock at an exercise price of $0.01. Furthermore, in fiscal year 2024, the Company issued 7,500 warrants to another service provider with an exercise price of $10 per share.
On August 1, 2023, the Company and Silverview amended and restated the Silverview warrant agreement to correct the number of shares of common stock Silverview was 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 remained issued. Under the term loan agreement, the Company was contractually obligated to issue a specified number of warrants to Silverview in the event the Company elected to exercise its right to obtain additional funding from Silverview under the term loan agreement. Therefore, the remaining warrants were considered contingently issuable and the contingency was satisfied when a draw on Silverview Tranche 2 Loan occurred. For accounting purposes, all 267,000 warrants were still considered issued and outstanding.
As a result of the amended and restated warrant agreement with Silverview, 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 was satisfied, the respective warrant shares was considered indexed to the Company’s common stock and qualified for equity classification under the derivative scope exception provided by Accounting Standards Codification, Derivatives and Hedging (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 the Silveview Tranche 2 Loan. (see Note 5). As of August 1, 2023, 179,272 shares were considered issued warrants and 87,728 shares were considered contingently issuable warrants.
On September 29, 2023, the Company issued 11,443 warrants in exchange for $1,500 in funding drawn under the Silverview Tranche 2 Loan. As the contingency was satisfied for these warrants, $173 was reclassed from the warrant liability to additional paid-in-capital.
22

Pinstripes Holdings, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except share and per share amounts)
Twelve and Thirty-Six Weeks Ended January 7, 2024 and January 1, 2023
On October 20, 2023, the Company issued 38,143 warrants in exchange for $5,000 in funding drawn under the Silverview Tranche 2 Loan. As the contingency was satisfied for these warrants, $524 was reclassed from the warrant liability to additional paid-in-capital.
On December 29, 2023, the Company issued 38,142 warrants in exchange for $5,000 in funding drawn under the Silverview Tranche 2 Loan. As the contingency was satisfied for these warrants, $415 was reclassed from the warrant liability to additional paid-in-capital.
In April 2023 and July 2023, the Company also issued 111,619 and 48,530 warrants, respectively, to Granite Creek in connection with its equipment loan agreement (the “Granite Creek Warrants”). Granite Creek had the right to require Legacy Pinstripes 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 required liability classification in accordance with Accounting Standards Codification 480, Distinguishing Liabilities from Equity (ASC 480), and as a result, recorded a warrant liability of $1,925 as of April 30, 2023. On December 4, 2023, Granite Creek exercised their warrants at a par value of $0.01. The Company de-recognized the warrant liability of $2,202.
In determining the fair value of the Granite Creek warrants and Silverview contingently issuable warrants as of the measurement date, the Company utilized the intrinsic value valuation method using level 3 inputs consisting of the fair value of common stock as of the measurement date less the exercise price of $0.01 for Silverview and less the exercise price of $0.001 for the Granite Creek warrants.
In connection with the Reverse Recapitalization, the holders of Legacy Pinstripes’ warrants elected to convert all outstanding warrants to shares of New Pinstripes Common Stock on a cashless basis (see Note 2). As of January 7, 2024, there were no outstanding Legacy Pinstripes warrants.
In connection with Banyan’s initial public offering, Banyan issued (i) 12,075,000 public warrants (“Public Warrants”) and 11,910,000 private placement warrants (“Private Warrants”). On December 29, 2023, in connection with the Reverse Capitalization, the Company effectively issued an aggregate of 23,985,000 warrants to purchase an equal number of shares of Class A Common Stock, representing the 12,075,000 Public Warrants and 11,910,000 Private Warrants. The Public Warrants and Private Warrants remained unexercised and were issued and outstanding as of January 7, 2024.
The Public Warrants and Private Warrants meet the definition of a derivative instrument, requiring liability classification, and are measured at fair value on a recurring basis with the change in fair value recognized in the Company’s unaudited condensed consolidated statements of operations. The fair value of the Public Warrants is measured by the Company’s publicly traded warrant price. In determining the fair value of the Private Warrants, the Company utilizes the Cox-Rubenstein-Ross binomial lattice model using level 3 inputs consisting of the fair value of the Public Warrants as of the measurement and implied equity volatility. On the December 29, 2023 issuance date, the Company recorded a warrant liability for the Public Warrants and Private Warrants in the fair value amounts of $4,456 and $25,368, respectively. During the twelve and thirty-six weeks ended January 7, 2024, the Company recognized a gain for the change in fair value of the Public Warrants and Private Warrants, respectively, in the amounts of $108 and $17,389.
The Public Warrants are exercisable 30 days after consummation of the Reverse Recapitalization if, and only if, there is a current registration statement in effect with respect to the shares of Common Stock underlying the Public Warrants, and expire five years from the consummation of the Reverse Recapitalization, or earlier upon redemption or liquidation. The redemption of the Public Warrants is as follows:
Redemption of Public Warrants when the price per 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
23

Pinstripes Holdings, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except share and per share amounts)
Twelve and Thirty-Six Weeks Ended January 7, 2024 and January 1, 2023
if, and only if, the closing price of the underlying Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders.
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 Public Warrants when the price per 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 the Public 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 underlying Common Stock;
if, and only if, the last reported sale price of the underlying 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 trading days before the Company send the notice of redemption to the holders; and
if the closing price of the underlying 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 holders is less than $18.00 per share, the Private Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.
The Private Warrants are identical to the Public Warrants with the exception that the underlying shares of Common Stock issuable upon exercise of Private Warrants are not transferable, assignable, or saleable, until 30 days after the consummation of the Reverse Recapitalization, subject to certain limited exceptions. Additionally, the holders have the right to exercise the Private Warrants on a cashless basis and are entitled certain registration rights. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company in all Public Warrant redemption scenarios described above, on the same basis as the Public Warrants.
In connection with the Reverse Recapitalization, the Company entered into a loan agreement with Oaktree (see Note 5). In connection with the closing of the Oaktree Tranche 1 Loan, Oaktree was granted fully detachable warrants exercisable for an aggregate 2,500,000 shares of Class A Common Stock, at an exercise price of $0.01 per share (“Oaktree Tranche 1 Warrants”). In the event that the volume-weighted average price (“VWAP”) per share of the Company’s Class A Common Stock during the period commencing on the 91st day after the closing of the Business Combination and ending 90 days thereafter is less than $8.00 per share, the Company shall grant to Oaktree a warrant to purchase Common Stock for 187,500 shares of Class A Common Stock, at an exercise price of $0.01 per share (“Additional Oaktree Tranche 1 Warrants”). If the VWAP is less than $6.00 during the same period, the Company shall instead grant to Oaktree a warrant to purchase common stock for 412,500 shares of Class A Common Stock, at an exercise price of $0.01 per share (“Additional Oaktree Tranche 1 Warrants”).
In the event the Oaktree Tranche 2 Loan is funded, Oaktree will be granted additional warrants exercisable for an aggregate amount of 1,650,000 shares of Class A Common Stock, at an exercise price of $0.01 per share (“Oaktree Tranche 2 Warrants” (collectively, the Oaktree Tranche 1 Warrants, Additional Oaktree Tranche 1 Warrants and Tranche 2 Warrants are referred to as the “Oaktree Warrants”). In the event that the VWAP per share of Class A Common Stock during the period commencing the 91st day after the closing of the Oaktree Tranche 2 Loan and ending 90 days thereafter is less than $6.00 per share, Oaktree will instead be granted Oaktree Tranche 2 Warrants exercisable for an aggregate of 1,900,000 shares of Class A Common Stock, at an exercise price of $0.01 per share. The Oaktree Warrants will be exercisable on a cashless basis and the Company has agreed to register for the resale of the shares of Class A Common Stock underling the Oaktree Warrants.
24

Pinstripes Holdings, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except share and per share amounts)
Twelve and Thirty-Six Weeks Ended January 7, 2024 and January 1, 2023
The Company determined the Oaktree Tranche 1 Warrants meet the equity classification guidance. Upon surrender of these equity-classified warrants, the holder is entitled to purchase one share of Class A Common Stock at $0.01 per share. The equity classified warrants expire on the 10-year anniversary of the Reverse Recapitalization.
Under the Oaktree loan agreement, the Company is contractually obligated to issue a specified number of warrants to Oaktree based on the scenarios above. Therefore, the Additional Oaktree Tranche 1 Warrants and Oaktree Tranche 2 Warrants are considered contingently issuable and the contingency is satisfied when Oaktree exercises its written option on the Oaktree Tranche 2 Loan and the Class A Common Stock meets the contingency requirements above. When the contingently issuable warrants’ contingency is satisfied, the respective shares underlying these warrants will be considered indexed to the Class A Common Stock and qualify for equity classification under the derivative scope exception provided by ASC 815.
As of January 7, 2024, outstanding warrants were as follows:
Number of WarrantsWeighted-Average Exercise Price
Outstanding at April 30, 2023
483,649 $1.31 
Granted28,864,100 9.56 
Expired  
Exercised(160,149)$0.01 
Converted in connection with the reverse recapitalization
(390,100)$1.71 
Outstanding as of January 7, 2024
28,797,500 $9.58 
The Company remeasures the liability-classified warrants to fair value at each reporting period. During the thirty-six weeks ended January 7, 2024, the change in the fair value was as follows:
Warrant liabilities as of April 30, 2023
$1,925 
Change in fair value409 
Warrant liabilities as of July 23, 2023
$2,334 
Granted to Granite Creek1,015 
Reclassification of liability-classified warrants1,834 
Issuance of contingently issuable shares(173)
Change in fair value(1,759)
Warrant liabilities as of October 15, 2023
$3,251 
Exercised
(2,202)
Reclassification of liability-classified warrants
(940)
Issuance of public and private warrants
29,824 
Change in fair value
(17,606)
Warrant liabilities as of January 7, 2024
$12,327 
The change in fair value of the liability-classified warrants are reported on a separate line item in the unaudited condensed consolidated statements of operations. Upon surrender of these liability-classified warrants, the holder is entitled to purchase one share of Class A Common Stock at $11.50 per share. The outstanding liability-classified warrants expire on the five-year anniversary of the closing of the Reverse Recapitalization.
25

Pinstripes Holdings, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except share and per share amounts)
Twelve and Thirty-Six Weeks Ended January 7, 2024 and January 1, 2023
Note 11 – Net Earnings (Loss) Per Share
Basic net earnings (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 the Redeemable Convertible Preferred Stock to be participating securities as the holders are entitled to receive dividends on an as-if converted basis equal to common stock.
Basic net earnings (loss) per share is computed by dividing net income (loss) attributable to common stockholders 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 Oaktree Tranche 2 loan being received, they have not been included in the calculation of basic net earnings (loss) per share. Diluted net earnings (loss) 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.
The Company did not declare any common stock dividends in the periods presented. The following tables provide the calculation of basic and diluted net earnings (loss) per share of common stock for the twelve and thirty-six weeks ended January 7, 2024 and January 1, 2023:
Twelve Weeks EndedThirty-Six Weeks Ended
January 7, 2024January 1, 2023January 7, 2024January 1, 2023
Numerator:
Net income (loss)
12,248 (392)1,919 1,253 
Cumulative unpaid dividends on Series I redeemable convertible preferred stock
(350) (878) 
Change in redemption amount of redeemable convertible preferred stock
  (1,423) 
Net income (loss) attributable to common stockholders
11,898 (392)(382)1,253 
Earnings allocated to participating securities
(6,419)   
Net income (loss) available to common stockholders, basic
5,479 (392)(382)1,253 
Earnings allocated to participating securities6,419    
Impact of assumed conversions
361