Income (loss) before income taxes

(7,355,000)

(3,294,000)

(10,329,000)

1,789,000

(7,333,000)

(9,879,000)

(29,985,000)

Provision for income taxes

72,000

(96,000)

0

(144,000)

(192,000)

(38,000)

(13,000)

Weighted average common shares outstanding, basic (in shares)

$ (7,283,000)

$ (3,046,000)

$ (3,390,000)

$ 5,035,000

$ (10,329,000)

$ 1,645,000

$ (7,525,000)

$ (9,917,000)

$ (29,998,000)

6,535,000

6,168,000

6,550,000

6,168,000

6,210,000

6,108,000

6,079,000

Weighted average common shares outstanding, diluted (in shares)

6,535,000

6,168,000

6,550,000

16,992,000

6,210,000

6,108,000

6,079,000

Earnings (loss) per share, basic (in dollars per share)

$ (1.17)

$ (0.55)

$ (1.87)

$ 0.27

$ (1.21)

$ (1.62)

$ (4.93)

Earnings (loss) per share, diluted (in dollars per share)

$ (1.17)

$ (0.55)

$ (1.87)

$ 0.10

$ (1.21)

$ (1.62)

$ (4.93)

BANYAN ACQUISITION CORPORATION

Operating expenses:

Warrant issuance expense

$ 500,307

Exchange listing fees

$ 21,249

$ 20,178

$ 63,518

140,543

160,721

Legal fees

1,003,710

17,380

3,517,185

139,324

215,000

General, administrative, and other expenses

471,369

217,784

1,501,781

653,646

$ 22,252

877,640

Total operating expenses

1,496,328

255,342

5,082,484

1,433,820

22,252

1,753,668

Operating loss

(1,496,328)

(255,342)

(5,082,484)

(1,433,820)

(22,252)

(1,753,668)

Change in fair value of warrant liability

922,888

1,454,500

(3,753,738)

13,214,963

14,304,338

Interest income on cash held in bank account

3,901

18,991

Interest income on treasury securities held in Trust Account

514,356

1,251,524

4,405,609

1,709,000

3,939,359

Interest income

3,939,359

Unrealized gain (loss) on treasury securities held in Trust Account

44,693

47,960

(62,494)

9,732

57,498

Other income

1,485,838

2,753,984

608,368

14,933,695

18,301,195

Income (loss) before income taxes

(10,490)

2,498,642

(4,474,116)

13,499,875

(22,252)

16,547,527

Provision for income taxes

(98,248)

(217,336)

(897,753)

(325,757)

(783,546)

Class A common stock | BANYAN ACQUISITION CORPORATION

$ (108,738)

$ (6,582,267)

$ 1,319,136

$ 2,281,306

$ 1,450,175

$ 9,442,637

$ (5,371,869)

$ 13,174,118

$ (22,252)

$ 15,763,981

Weighted average common shares outstanding, basic (in shares)

3,998,687

24,150,000

12,192,078

22,115,385

22,604,795

Weighted average common shares outstanding, diluted (in shares)

3,998,687

24,150,000

12,192,078

22,115,385

22,604,795

Earnings (loss) per share, basic (in dollars per share)

$ 0.53

Earnings (loss) per share, diluted (in dollars per share)

$ 0.53

Redeemable Class A common stock | BANYAN ACQUISITION CORPORATION

Weighted average common shares outstanding, basic (in shares)

$ (38,672)

$ 1,754,851

$ (3,369,552)

$ 9,923,259

$ 11,937,823

3,998,687

24,150,000

12,192,078

22,115,385

22,604,795

Weighted average common shares outstanding, diluted (in shares)

3,998,687

24,150,000

12,192,078

22,115,385

22,604,795

Earnings (loss) per share, basic (in dollars per share)

$ (0.01)

$ 0.07

$ (0.28)

$ 0.45

$ 0.53

Earnings (loss) per share, diluted (in dollars per share)

$ (0.01)

$ 0.07

$ (0.28)

$ 0.45

$ 0.53

Non-redeemable Class A and Class B common stock

Weighted average common shares outstanding, diluted (in shares)

7,245,000

Earnings (loss) per share, diluted (in dollars per share)

$ (0.28)

$ 0.45

Non-redeemable Class A and Class B common stock | BANYAN ACQUISITION CORPORATION

Weighted average common shares outstanding, basic (in shares)

$ (70,066)

$ 526,455

$ (2,002,317)

$ 3,250,859

7,245,000

Weighted average common shares outstanding, diluted (in shares)

7,245,000

Earnings (loss) per share, basic (in dollars per share)

$ (0.01)

$ 0.07

$ (0.28)

$ 0.45

Earnings (loss) per share, diluted (in dollars per share)

$ (0.01)

$ 0.07

$ (0.28)

$ 0.45

Class B common stock | BANYAN ACQUISITION CORPORATION

Weighted average common shares outstanding, basic (in shares)

^[1]

7,245,000

6,300,000

Weighted average common shares outstanding, diluted (in shares)

^[1]

7,245,000

6,300,000

Earnings (loss) per share, basic (in dollars per share)

$ 0.53

$ 0.00

Earnings (loss) per share, diluted (in dollars per share)

$ 0.53

$ 0.00

[1]

Excludes up to 1,125,000 shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter for the period from March 10, 2021 (inception) through December 31, 2021. The Company surrendered 1,725,000 shares of Class B Common Stock on November 30, 2021 and issued an additional 345,000 shares of Class B common stock on January 19, 2022 pursuant to a stock split by way of a stock dividend for no additional consideration. The underwriters exercised the over-allotment option in full on January 24, 2022. See Note 6.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - Banyan 10Q - USD ($)	Total	BANYAN ACQUISITION CORPORATION	Initial Public Offering BANYAN ACQUISITION CORPORATION	Common	Additional Paid-In Capital	Additional Paid-In Capital BANYAN ACQUISITION CORPORATION	Additional Paid-In Capital Initial Public Offering BANYAN ACQUISITION CORPORATION	Accumulated Deficit	Accumulated Deficit BANYAN ACQUISITION CORPORATION	Accumulated Deficit Initial Public Offering BANYAN ACQUISITION CORPORATION	Class A common stock Common BANYAN ACQUISITION CORPORATION	Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption BANYAN ACQUISITION CORPORATION	Class A Common Stock Subject to Possible Redemption Initial Public Offering BANYAN ACQUISITION CORPORATION	Class A Common Stock Subject to Possible Redemption Common BANYAN ACQUISITION CORPORATION	Class A Common Stock Subject to Possible Redemption Common Initial Public Offering BANYAN ACQUISITION CORPORATION	Class A Common Stock Subject to Possible Redemption Additional Paid-In Capital Initial Public Offering BANYAN ACQUISITION CORPORATION	Class A Common Stock Subject to Possible Redemption Accumulated Deficit Initial Public Offering BANYAN ACQUISITION CORPORATION	Class B common stock Common BANYAN ACQUISITION CORPORATION
Beginning balance at Apr. 26, 2020	$ 42,018,000
Beginning balance (in shares) at Apr. 26, 2020	9,310,612
Ending balance at Apr. 25, 2021	$ 44,718,000
Ending balance (in shares) at Apr. 25, 2021	9,585,612
Beginning balance at Apr. 26, 2020	$ (70,422,000)			$ 61,000	$ 870,000			$ (71,353,000)
Increase (Decrease) in Stockholders' Equity
Net (loss) income	(29,998,000)							(29,998,000)
Ending balance at Apr. 25, 2021	(99,975,000)			61,000	1,315,000			(101,351,000)
Beginning balance at Mar. 09, 2021															$ 0
Beginning balance (in shares) at Mar. 09, 2021															0
Ending balance at Dec. 31, 2021															$ 0
Ending balance (in shares) at Dec. 31, 2021													0		0
Beginning balance at Mar. 09, 2021		$ 0				$ 0			$ 0										$ 0
Beginning balance (in shares) at Mar. 09, 2021																			0
Increase (Decrease) in Stockholders' Equity
Net (loss) income		(22,252)							(22,252)
Ending balance at Dec. 31, 2021		2,748				24,275			(22,252)		$ 0								$ 725
Ending balance (in shares) at Dec. 31, 2021											0								7,245,000
Beginning balance at Apr. 25, 2021	$ 44,718,000
Beginning balance (in shares) at Apr. 25, 2021	9,585,612
Ending balance at Apr. 24, 2022	$ 52,218,000
Ending balance (in shares) at Apr. 24, 2022	10,085,612
Beginning balance at Apr. 25, 2021	$ (99,975,000)			61,000	1,315,000			(101,351,000)
Increase (Decrease) in Stockholders' Equity
Conversion of Class B common stock to Class A common stock	56,000			$ 1,000	55,000
Conversion of Class B common stock to Class A common stock (in shares)				55,791
Net (loss) income	(9,917,000)							(9,917,000)
Ending balance at Apr. 24, 2022	(109,556,000)			$ 62,000	1,650,000			(111,268,000)
Beginning balance at Dec. 31, 2021															$ 0
Beginning balance (in shares) at Dec. 31, 2021													0		0
Increase (Decrease) in Temporary Equity
Issuance of shares															$ 219,353,777
Issuance of shares (in shares)															24,150,000
Redemption of Class A common stock															$ (210,031,815)
Redemption of Class A common stock (In shares)															(20,151,313)
Change in redemption amount of preferred stock															$ 65,397	$ 26,976,223
Ending balance at Mar. 31, 2022															$ 246,395,397
Ending balance (in shares) at Mar. 31, 2022															24,150,000
Beginning balance at Dec. 31, 2021		2,748				24,275			(22,252)		$ 0								$ 725
Increase (Decrease) in Stockholders' Equity
Remeasurement of Class A common stock to redemption value		(65,397)	$ (26,976,223)				$ (4,528,638)		(65,397)	$ (22,447,585)					$ 0	0
Issuance of warrants		4,504,363				4,504,363									0
Net (loss) income		9,442,637							9,442,637						0
Ending balance at Mar. 31, 2022		(13,091,872)							(13,092,597)										$ 725
Ending balance (in shares) at Mar. 31, 2022																			7,245,000
Beginning balance at Dec. 31, 2021															$ 0
Beginning balance (in shares) at Dec. 31, 2021													0		0
Ending balance at Sep. 30, 2022															$ 248,048,732
Ending balance (in shares) at Sep. 30, 2022															24,150,000
Beginning balance at Dec. 31, 2021		2,748				24,275			(22,252)		$ 0								$ 725
Beginning balance (in shares) at Dec. 31, 2021											0								7,245,000
Increase (Decrease) in Stockholders' Equity
Net (loss) income		13,174,118											$ 9,923,259
Ending balance at Sep. 30, 2022		(11,013,726)							(11,014,451)										$ 725
Ending balance (in shares) at Sep. 30, 2022																			7,245,000
Beginning balance at Dec. 31, 2021															$ 0
Beginning balance (in shares) at Dec. 31, 2021													0		0
Increase (Decrease) in Temporary Equity
Issuance of shares															$ 219,353,777
Issuance of shares (in shares)															24,150,000
Change in redemption amount of preferred stock															$ 3,996,857	$ 26,976,223
Ending balance at Dec. 31, 2022													$ 250,326,857		$ 250,326,857
Ending balance (in shares) at Dec. 31, 2022													24,150,000		24,150,000
Beginning balance at Dec. 31, 2021		2,748				24,275			(22,252)		$ 0								$ 725
Beginning balance (in shares) at Dec. 31, 2021											0								7,245,000
Increase (Decrease) in Stockholders' Equity
Remeasurement of Class A common stock to redemption value		3,996,857							3,996,857					$ 26,976,223			$ 4,528,638	$ 22,447,585
Issuance of warrants		4,504,363				4,504,363
Net (loss) income		15,763,981							15,763,981				$ 11,937,823
Ending balance at Dec. 31, 2022		(10,701,988)							(10,702,713)										$ 725
Ending balance (in shares) at Dec. 31, 2022																			7,245,000
Beginning balance at Mar. 31, 2022															$ 246,395,397
Beginning balance (in shares) at Mar. 31, 2022															24,150,000
Increase (Decrease) in Temporary Equity
Change in redemption amount of preferred stock															$ 353,852
Ending balance at Jun. 30, 2022															$ 246,749,249
Ending balance (in shares) at Jun. 30, 2022															24,150,000
Beginning balance at Mar. 31, 2022		(13,091,872)							(13,092,597)										$ 725
Beginning balance (in shares) at Mar. 31, 2022																			7,245,000
Increase (Decrease) in Stockholders' Equity
Remeasurement of Class A common stock to redemption value		(353,852)							(353,852)						$ 0
Net (loss) income		1,450,175							1,450,175
Ending balance at Jun. 30, 2022		(11,995,549)							(11,996,274)										$ 725
Ending balance (in shares) at Jun. 30, 2022																			7,245,000
Beginning balance at Apr. 24, 2022	$ 52,218,000
Beginning balance (in shares) at Apr. 24, 2022	10,085,612
Ending balance at Jul. 17, 2022	$ 53,468,000
Ending balance (in shares) at Jul. 17, 2022	10,203,945
Beginning balance at Apr. 24, 2022	$ (109,556,000)			62,000	1,650,000			(111,268,000)
Increase (Decrease) in Stockholders' Equity
Net (loss) income	5,035,000							5,035,000
Ending balance at Jul. 17, 2022	(104,463,000)			62,000	1,708,000			(106,233,000)
Beginning balance at Apr. 24, 2022	$ 52,218,000
Beginning balance (in shares) at Apr. 24, 2022	10,085,612
Ending balance at Oct. 09, 2022	$ 53,468,000
Ending balance (in shares) at Oct. 09, 2022	10,203,945
Beginning balance at Apr. 24, 2022	$ (109,556,000)			62,000	1,650,000			(111,268,000)
Increase (Decrease) in Stockholders' Equity
Net (loss) income	1,645,000
Ending balance at Oct. 09, 2022	(107,785,000)			62,000	1,777,000			(109,623,000)
Beginning balance at Apr. 24, 2022	$ 52,218,000
Beginning balance (in shares) at Apr. 24, 2022	10,085,612
Ending balance at Apr. 30, 2023	$ 53,468,000
Ending balance (in shares) at Apr. 30, 2023	10,203,945
Beginning balance at Apr. 24, 2022	$ (109,556,000)			62,000	1,650,000			(111,268,000)
Increase (Decrease) in Stockholders' Equity
Issuance of warrants	1,722,000				1,722,000
Net (loss) income	(7,525,000)							(7,525,000)
Ending balance at Apr. 30, 2023	(114,998,000)			62,000	3,733,000			(118,793,000)
Beginning balance at Jun. 30, 2022															$ 246,749,249
Beginning balance (in shares) at Jun. 30, 2022															24,150,000
Increase (Decrease) in Temporary Equity
Change in redemption amount of preferred stock															$ 1,299,483
Ending balance at Sep. 30, 2022															$ 248,048,732
Ending balance (in shares) at Sep. 30, 2022															24,150,000
Beginning balance at Jun. 30, 2022		(11,995,549)							(11,996,274)										$ 725
Increase (Decrease) in Stockholders' Equity
Remeasurement of Class A common stock to redemption value		(1,299,483)							(1,299,483)						$ 0
Net (loss) income		2,281,306							2,281,306				1,754,851		0
Ending balance at Sep. 30, 2022		(11,013,726)							(11,014,451)										$ 725
Ending balance (in shares) at Sep. 30, 2022																			7,245,000
Beginning balance at Jul. 17, 2022	$ 53,468,000
Beginning balance (in shares) at Jul. 17, 2022	10,203,945
Ending balance at Oct. 09, 2022	$ 53,468,000
Ending balance (in shares) at Oct. 09, 2022	10,203,945
Beginning balance at Jul. 17, 2022	$ (104,463,000)			62,000	1,708,000			(106,233,000)
Increase (Decrease) in Stockholders' Equity
Issuance of warrants	10,000				10,000
Net (loss) income	(3,390,000)							(3,390,000)
Ending balance at Oct. 09, 2022	(107,785,000)			62,000	1,777,000			(109,623,000)
Beginning balance at Dec. 31, 2022													$ 250,326,857		$ 250,326,857
Beginning balance (in shares) at Dec. 31, 2022													24,150,000		24,150,000
Increase (Decrease) in Temporary Equity
Change in redemption amount of preferred stock															$ 813,105
Ending balance at Mar. 31, 2023													$ 251,139,962		$ 251,139,962
Ending balance (in shares) at Mar. 31, 2023															24,150,000
Beginning balance at Dec. 31, 2022		(10,701,988)							(10,702,713)										$ 725
Beginning balance (in shares) at Dec. 31, 2022																			7,245,000
Increase (Decrease) in Stockholders' Equity
Remeasurement of Class A common stock to redemption value		(813,105)							(813,105)
Net (loss) income		1,319,136							1,319,136
Ending balance at Mar. 31, 2023		(10,195,957)							(10,196,682)										$ 725
Ending balance (in shares) at Mar. 31, 2023																			7,245,000
Beginning balance at Dec. 31, 2022													$ 250,326,857		$ 250,326,857
Beginning balance (in shares) at Dec. 31, 2022													24,150,000		24,150,000
Increase (Decrease) in Temporary Equity
Redemption of Class A common stock													$ (210,031,815)
Ending balance at Sep. 30, 2023													$ 42,423,610		$ 42,423,610
Ending balance (in shares) at Sep. 30, 2023												3,998,687	3,998,687		3,998,687
Beginning balance at Dec. 31, 2022		(10,701,988)							(10,702,713)										$ 725
Beginning balance (in shares) at Dec. 31, 2022																			7,245,000
Increase (Decrease) in Stockholders' Equity
Net (loss) income		(5,371,869)											$ (3,369,552)
Ending balance at Sep. 30, 2023		(14,265,243)							(14,265,968)		$ 200								$ 525
Ending balance (in shares) at Sep. 30, 2023											2,000,000								5,245,000
Beginning balance at Mar. 31, 2023													251,139,962		$ 251,139,962
Beginning balance (in shares) at Mar. 31, 2023															24,150,000
Increase (Decrease) in Temporary Equity
Redemption of Class A common stock													(210,031,815)
Change in redemption amount of preferred stock															$ 1,082,415
Ending balance at Jun. 30, 2023													42,190,562		$ 42,190,562
Ending balance (in shares) at Jun. 30, 2023															3,998,687
Beginning balance at Mar. 31, 2023		(10,195,957)							(10,196,682)										$ 725
Beginning balance (in shares) at Mar. 31, 2023																			7,245,000
Increase (Decrease) in Stockholders' Equity
Conversion of Class B common stock to Class A common stock											$ 200								$ (200)
Conversion of Class B common stock to Class A common stock (in shares)											2,000,000								(2,000,000)
Excise tax		(2,100,318)							(2,100,318)
Remeasurement of Class A common stock to redemption value		(1,082,415)							(1,082,415)
Sponsor capital contribution for non-redemption agreements		844,916				892,911
Non-redemption agreements		(844,916)				$ (892,911)
Reduction of Deferred Underwriter Fee Payable		6,037,500							6,037,500
Net (loss) income		(6,582,267)							(6,582,267)
Ending balance at Jun. 30, 2023		(13,923,457)							(13,924,182)		$ 200								$ 525
Ending balance (in shares) at Jun. 30, 2023											2,000,000								5,245,000
Beginning balance at Apr. 30, 2023	$ 53,468,000
Beginning balance (in shares) at Apr. 30, 2023	10,203,945
Increase (Decrease) in Temporary Equity
Change in redemption amount of preferred stock	$ 1,423,000
Ending balance at Jul. 23, 2023	$ 73,488,000
Ending balance (in shares) at Jul. 23, 2023	10,999,393
Beginning balance at Apr. 30, 2023	$ (114,998,000)			62,000	3,733,000			(118,793,000)
Increase (Decrease) in Stockholders' Equity
Net (loss) income	(3,046,000)							(3,046,000)
Ending balance at Jul. 23, 2023	(119,460,000)			62,000	2,317,000			(121,839,000)
Beginning balance at Apr. 30, 2023	$ 53,468,000
Beginning balance (in shares) at Apr. 30, 2023	10,203,945
Ending balance at Oct. 15, 2023	$ 75,262,000
Ending balance (in shares) at Oct. 15, 2023	11,054,593
Beginning balance at Apr. 30, 2023	$ (114,998,000)			62,000	3,733,000			(118,793,000)
Increase (Decrease) in Stockholders' Equity
Net (loss) income	(10,329,000)
Ending balance at Oct. 15, 2023	(128,578,000)			62,000	482,000			(129,122,000)
Beginning balance at Jun. 30, 2023													42,190,562		$ 42,190,562
Beginning balance (in shares) at Jun. 30, 2023															3,998,687
Increase (Decrease) in Temporary Equity
Change in redemption amount of preferred stock															$ 233,048
Ending balance at Sep. 30, 2023													$ 42,423,610		$ 42,423,610
Ending balance (in shares) at Sep. 30, 2023												3,998,687	3,998,687		3,998,687
Beginning balance at Jun. 30, 2023		(13,923,457)							(13,924,182)		$ 200								$ 525
Increase (Decrease) in Stockholders' Equity
Remeasurement of Class A common stock to redemption value		(233,048)							(233,048)
Net (loss) income		(108,738)							(108,738)				$ (38,672)
Ending balance at Sep. 30, 2023		$ (14,265,243)							$ (14,265,968)		$ 200								$ 525
Ending balance (in shares) at Sep. 30, 2023											2,000,000								5,245,000
Beginning balance at Jul. 23, 2023	$ 73,488,000
Beginning balance (in shares) at Jul. 23, 2023	10,999,393
Ending balance at Oct. 15, 2023	$ 75,262,000
Ending balance (in shares) at Oct. 15, 2023	11,054,593
Beginning balance at Jul. 23, 2023	$ (119,460,000)			62,000	2,317,000			(121,839,000)
Increase (Decrease) in Stockholders' Equity
Issuance of warrants	173,000				173,000
Net (loss) income	(7,283,000)							(7,283,000)
Ending balance at Oct. 15, 2023	$ (128,578,000)			$ 62,000	$ 482,000			$ (129,122,000)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - Banyan 10Q - USD ($)	3 Months Ended								5 Months Ended	6 Months Ended	9 Months Ended		10 Months Ended	12 Months Ended
	Oct. 15, 2023	Sep. 30, 2023	Jul. 23, 2023	Mar. 31, 2023	Oct. 09, 2022	Sep. 30, 2022	Jul. 17, 2022	Mar. 31, 2022	Oct. 15, 2023	Oct. 09, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2021	Apr. 30, 2023	Dec. 31, 2022	Apr. 24, 2022	Apr. 25, 2021
Cash flows from operating activities:
Net (loss) income	$ (7,283,000)		$ (3,046,000)		$ (3,390,000)		$ 5,035,000		$ (10,329,000)	$ 1,645,000				$ (7,525,000)		$ (9,917,000)	$ (29,998,000)
Changes in operating assets and liabilities:
Net cash (used in) operating activities									(15,924,000)	(997,000)				(12,040,000)		(5,586,000)	(8,185,000)
Cash flows from investing activities:
Net cash provided by (used in) investing activities									(9,793,000)	(3,539,000)				(12,987,000)		(1,898,000)	(644,000)
Cash flows from financing activities:
Proceeds from sale of private placement warrants														3,758,000		56,000	0
Net cash provided by (used in) financing activities									25,272,000	(893,000)				24,556,000		11,063,000	5,791,000
Net change in cash and cash equivalents									(445,000)	(5,429,000)				(471,000)		3,579,000	(3,038,000)
Cash and cash equivalents, beginning of period			$ 8,436,000				$ 8,907,000		8,436,000	8,907,000				8,907,000		5,328,000	8,366,000
Cash and cash equivalents, end of period	$ 7,991,000				$ 3,478,000				$ 7,991,000	$ 3,478,000				$ 8,436,000		$ 8,907,000	$ 5,328,000
BANYAN ACQUISITION CORPORATION
Cash flows from operating activities:
Net (loss) income		$ (108,738)		$ 1,319,136		$ 2,281,306		$ 9,442,637			$ (5,371,869)	$ 13,174,118	$ (22,252)		$ 15,763,981
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Interest income on treasury securities held in Trust Account		(514,356)				(1,251,524)					(4,405,609)	(1,709,000)			(3,939,359)
Unrealized loss (gain) on short-term investments held in Trust Account		(44,693)				(47,960)					62,494	(9,732)			(57,498)
Change in fair value of warrant liability		(922,888)				(1,454,500)					3,753,738	(13,214,963)			(14,304,338)
Warrant issuance expense												500,307			500,307
Changes in operating assets and liabilities:
Prepaid expenses											163,700	(350,032)			(268,921)
Accrued expenses											3,550,710	307,984	4,703		(4,703)
Income tax payable											(679,972)				783,546
Accounts payable											163,823	129,595	8,187		244,891
Accrued offering costs												(364,557)	364,557		(364,556)
Accrued franchise tax											(163,901)	149,589	8,187		185,303
Net cash (used in) operating activities											(2,926,886)	(1,386,691)	355,195		(1,461,347)
Cash flows from investing activities:
Investment of cash in Trust Account												(246,330,000)			(246,330,000)
Proceeds from sale of investments											210,031,815
Withdrawal from Trust Account for taxes											2,214,547
Net cash provided by (used in) investing activities											212,246,362	(246,330,000)			(246,330,000)
Cash flows from financing activities:
Proceeds from issuance of Units in IPO, net of underwriting fee												236,670,000			236,670,000
Proceeds from sale of private placement warrants												11,910,000			11,910,000
Payment of Class A common stock redemptions											(210,031,815)
Payment of promissory note - related party													289,425		(289,425)
Payment of promissory note - related party												(289,425)
Proceeds from promissory note - related party											506,000
Deferred offering costs												(42,391)	(615,563)		(42,392)
Proceeds from issuance of Class B common stock to Sponsor													25,000
Net cash provided by (used in) financing activities											(209,525,815)	248,248,184	(301,138)		248,248,183
Net change in cash and cash equivalents													54,057		456,836
Net Change in Cash											(206,339)	531,493
Cash and cash equivalents, beginning of period				$ 510,893				$ 54,057			510,893	54,057	0		54,057
Cash and cash equivalents, end of period		$ 304,554				$ 585,550					304,554	585,550	54,057		510,893
Non-Cash Investing and Financing Activities:
Initial fair value of Class A common stock subject to possible redemption												219,353,777			219,353,777
Remeasurement of Class A common stock subject to possible redemption											2,128,568	28,694,955			30,973,080
Deferred underwriter fee payable												9,660,000			9,660,000
Initial measurement of warrant liability												$ 14,904,213			$ 14,904,213
Reduction of Deferred Underwriter's Fee Payable											(6,037,500)
Excise tax liability											$ 2,100,318
Deferred offering costs included in accrued offering costs													364,557
Prepaid expenses paid by Sponsor in exchange for issuance of Class B common stock													$ 25,000

CONDENSED CONSOLIDATED BALANCE SHEETS - Banyan 10K - USD ($)	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
BANYAN ACQUISITION CORPORATION
Current Assets:
Cash	$ 304,554	$ 510,893	$ 54,057
Prepaid expenses - current	105,221	256,157
Total current assets	409,775	767,050	54,057
Noncurrent assets:
Treasury securities held in trust account	42,423,610	250,326,857
Prepaid expenses - noncurrent		12,764
Deferred offering costs associated with the initial public offering			615,563
Total Noncurrent Assets	42,423,610	250,339,621	615,563
Total assets	42,833,385	251,106,671	669,620
Current liabilities:
Accrued expenses	3,550,710		4,703
Income tax payable	103,574	783,546
Accrued sales and income taxes		783,546
Accrued franchise tax expense	29,589	193,490	8,187
Excise tax liability	2,100,318
Outstanding balance of related party note			289,425
Accounts payable	408,714	244,891
Accrued offering costs			364,557
Total current liabilities	6,698,905	1,221,927	666,872
Noncurrent liabilities:
Warrant liability	4,353,613	599,875
Deferred underwriter's fee payable	3,622,500	9,660,000
Total Noncurrent Liabilities	7,976,113	10,259,875
Total liabilities	14,675,018	11,481,802	666,872
Commitments and contingencies (Note 11)
Stockholders' deficit:
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; none issued and outstanding	0	0	0
Additional paid-in capital			24,275
Accumulated deficit	(14,265,968)	(10,702,713)	(22,252)
Total stockholders' deficit	(14,265,243)	(10,701,988)	2,748
Total liabilities, redeemable convertible preferred stock, and stockholders' deficit	42,833,385	251,106,671	669,620
Class A common stock \| BANYAN ACQUISITION CORPORATION
Stockholders' deficit:
Common stock	200
Class A Common Stock Subject to Possible Redemption \| BANYAN ACQUISITION CORPORATION
Redeemable Class A Common Stock
Class A common stock, $0.0001 par value; 240,000,000 shares authorized; 3,998,687 and 24,150,000 shares issued and outstanding subject to possible redemption as of September 30, 2023 and December 31, 2022, respectively	42,423,610	250,326,857
Class B common stock \| BANYAN ACQUISITION CORPORATION
Stockholders' deficit:
Common stock	$ 525	$ 725	$ 725

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Oct. 15, 2023	Sep. 30, 2023	Jul. 23, 2023	Apr. 30, 2023	Apr. 21, 2023	Dec. 31, 2022	Oct. 09, 2022	Jul. 17, 2022	Apr. 24, 2022	Dec. 31, 2021	Apr. 25, 2021	Apr. 26, 2020
Temporary equity, par value, (per share)	$ 0.01			$ 0.01
Temporary equity, shares authorized (in shares)	21,867,011			18,867,011
Class A common stock subject to possible redemption, issued (in shares)	11,054,593			10,203,945
Class A common stock subject to possible redemption, outstanding (in shares)	11,054,593		10,999,393	10,203,945			10,203,945	10,203,945	10,085,612		9,585,612	9,310,612
Common stock, par value (in dollars per share)	$ 0.01			$ 0.01					$ 0.01			$ 0.01
Common stock, shares authorized	35,000,000			20,000,000
Common stock, shares issued	6,178,962			6,178,962					6,167,254
Common stock, shares outstanding	6,178,962			6,178,962					6,167,254
BANYAN ACQUISITION CORPORATION
Preferred stock, par value, (per share)		$ 0.0001				$ 0.0001				$ 0.0001
Preferred stock, shares authorized		1,000,000				1,000,000				1,000,000
Preferred stock, shares issued		0				0				0
Preferred stock, shares outstanding		0				0				0
Class A common stock \| BANYAN ACQUISITION CORPORATION
Common stock, par value (in dollars per share)		$ 0.0001				$ 0.0001				$ 0.0001
Common stock, shares authorized		240,000,000				240,000,000				240,000,000
Common stock, shares issued		2,000,000			5,998,687	0				0
Common stock, shares outstanding		2,000,000			5,998,687	0				0
Class A Common Stock Subject to Possible Redemption
Class A common stock subject to possible redemption, outstanding (in shares)		3,998,687
Class A Common Stock Subject to Possible Redemption \| BANYAN ACQUISITION CORPORATION
Temporary equity, par value, (per share)		$ 0.0001				$ 0.0001				$ 0.0001
Temporary equity, shares authorized (in shares)		240,000,000				240,000,000				240,000,000
Class A common stock subject to possible redemption, issued (in shares)		3,998,687				24,150,000				0
Class A common stock subject to possible redemption, outstanding (in shares)		3,998,687				24,150,000				0
Class A Common Stock not Subject to Possible Redemption \| BANYAN ACQUISITION CORPORATION
Common stock, shares issued		2,000,000				0				0
Common stock, shares outstanding		2,000,000				0				0
Class B common stock \| BANYAN ACQUISITION CORPORATION
Class A common stock subject to possible redemption, outstanding (in shares)					1,018,750
Common stock, par value (in dollars per share)		$ 0.0001				$ 0.0001				$ 0.0001
Common stock, shares authorized		60,000,000				60,000,000				60,000,000
Common stock, shares issued		5,245,000			5,245,000	7,245,000				7,245,000
Common stock, shares outstanding		5,245,000			5,245,000	7,245,000				7,245,000

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)

10 Months Ended

12 Months Ended

Dec. 31, 2021

Dec. 31, 2022

BANYAN ACQUISITION CORPORATION

Operating expenses:

Warrant issuance expense

$ 500,307

Exchange listing fees

160,721

Legal fees

215,000

General, administrative, and other expenses

$ 22,252

877,640

Total operating expenses

22,252

1,753,668

Operating loss

(22,252)

(1,753,668)

Change in fair value of warrant liability

14,304,338

Interest income on treasury securities held in Trust Account

3,939,359

Interest income

3,939,359

Unrealized gain (loss) on treasury securities held in Trust Account

57,498

Other income

18,301,195

Income (loss) before income taxes

(22,252)

16,547,527

Provision for income taxes

(783,546)

Class A common stock | BANYAN ACQUISITION CORPORATION

(22,252)

$ 15,763,981

Weighted average common shares outstanding, basic (in shares)

22,604,795

Weighted average common shares outstanding, diluted (in shares)

22,604,795

Earnings (loss) per share, basic (in dollars per share)

$ 0.53

Earnings (loss) per share, diluted (in dollars per share)

$ 0.53

Redeemable Class A common stock | BANYAN ACQUISITION CORPORATION

Weighted average common shares outstanding, basic (in shares)

$ 11,937,823

22,604,795

Weighted average common shares outstanding, diluted (in shares)

22,604,795

Earnings (loss) per share, basic (in dollars per share)

$ 0.53

Earnings (loss) per share, diluted (in dollars per share)

$ 0.53

Non-Redeemable Class B common stock | BANYAN ACQUISITION CORPORATION

Weighted average common shares outstanding, basic (in shares)

$ (22,252)

$ 3,826,158

6,300,000

7,245,000

Weighted average common shares outstanding, diluted (in shares)

6,300,000

7,245,000

Earnings (loss) per share, basic (in dollars per share)

$ 0.00

$ 0.53

Earnings (loss) per share, diluted (in dollars per share)

$ 0.00

$ 0.53

Class B common stock | BANYAN ACQUISITION CORPORATION

Weighted average common shares outstanding, basic (in shares)

^[1]

7,245,000

Weighted average common shares outstanding, diluted (in shares)

^[1]

7,245,000

Earnings (loss) per share, basic (in dollars per share)

$ 0.53

Earnings (loss) per share, diluted (in dollars per share)

$ 0.53

[1]

Excludes up to 1,125,000 shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter for the period from March 10, 2021 (inception) through December 31, 2021. The Company surrendered 1,725,000 shares of Class B Common Stock on November 30, 2021 and issued an additional 345,000 shares of Class B common stock on January 19, 2022 pursuant to a stock split by way of a stock dividend for no additional consideration. The underwriters exercised the over-allotment option in full on January 24, 2022. See Note 6.

CONDENSED STATEMENTS OF OPERATIONS (Parenthetical) - shares	Sep. 26, 2023	Jan. 19, 2022	Nov. 30, 2021	Jan. 19, 2021	Dec. 31, 2021
Number of shares issued during the period	5,000,000
Class B common stock \| BANYAN ACQUISITION CORPORATION
Number of shares issued during the period		345,000	1,725,000	345,000
Class B common stock \| Over-allotment option \| BANYAN ACQUISITION CORPORATION
Shares subject to forfeiture					1,125,000

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)

Total

BANYAN ACQUISITION CORPORATION

Initial Public Offering

BANYAN ACQUISITION CORPORATION

Common

Additional Paid-In Capital

BANYAN ACQUISITION CORPORATION

Additional Paid-In Capital

Initial Public Offering

BANYAN ACQUISITION CORPORATION

Accumulated Deficit

BANYAN ACQUISITION CORPORATION

Accumulated Deficit

Initial Public Offering

BANYAN ACQUISITION CORPORATION

Class A common stock

Common

BANYAN ACQUISITION CORPORATION

Class A Common Stock Subject to Possible Redemption

BANYAN ACQUISITION CORPORATION

Class A Common Stock Subject to Possible Redemption

Initial Public Offering

BANYAN ACQUISITION CORPORATION

Class A Common Stock Subject to Possible Redemption

Common

BANYAN ACQUISITION CORPORATION

Class A Common Stock Subject to Possible Redemption

Common

Initial Public Offering

BANYAN ACQUISITION CORPORATION

Class A Common Stock Subject to Possible Redemption

Additional Paid-In Capital

Initial Public Offering

BANYAN ACQUISITION CORPORATION

Class A Common Stock Subject to Possible Redemption

Accumulated Deficit

Initial Public Offering

BANYAN ACQUISITION CORPORATION

Class B common stock

Common

BANYAN ACQUISITION CORPORATION

Beginning balance at Apr. 26, 2020

$ 42,018,000

Beginning balance (in shares) at Apr. 26, 2020

9,310,612

Ending balance at Apr. 25, 2021

$ 44,718,000

Ending balance (in shares) at Apr. 25, 2021

9,585,612

Beginning balance at Apr. 26, 2020

$ (70,422,000)

$ 61,000

$ 870,000

$ (71,353,000)

Ending balance at Apr. 25, 2021

(29,998,000)

(99,975,000)

61,000

1,315,000

(101,351,000)

Beginning balance at Mar. 09, 2021

$ 0

Beginning balance (in shares) at Mar. 09, 2021

0

Ending balance at Dec. 31, 2021

$ 0

Ending balance (in shares) at Dec. 31, 2021

0

Beginning balance at Mar. 09, 2021

$ 0

Beginning balance (in shares) at Mar. 09, 2021

0

Stock Issued During Period, Value, New Issues

^[1]

25,000

24,275

$ 725

Number of shares issued (in shares)

^[1]

7,245,000

Ending balance at Dec. 31, 2021

(22,252)

2,748

24,275

(22,252)

$ 0

$ 725

Ending balance (in shares) at Dec. 31, 2021

0

7,245,000

Beginning balance at Apr. 25, 2021

$ 44,718,000

Beginning balance (in shares) at Apr. 25, 2021

9,585,612

Ending balance at Apr. 24, 2022

$ 52,218,000

Ending balance (in shares) at Apr. 24, 2022

10,085,612

Beginning balance at Apr. 25, 2021

$ (99,975,000)

61,000

1,315,000

(101,351,000)

Conversion of Class B common stock to Class A common stock

56,000

$ 1,000

55,000

Conversion of Class B common stock to Class A common stock (in shares)

55,791

Ending balance at Apr. 24, 2022

(9,917,000)

(109,556,000)

$ 62,000

1,650,000

(111,268,000)

$ 0

0

Issuance of shares (in shares)

Issuance of shares

$ 219,353,777

24,150,000

Redemption of Class A common stock

$ (210,031,815)

Redemption of Class A common stock (In shares)

(20,151,313)

Ending balance at Mar. 31, 2022

$ 65,397

$ 26,976,223

$ 246,395,397

Ending balance (in shares) at Mar. 31, 2022

24,150,000

2,748

24,275

(22,252)

$ 0

$ 725

Remeasurement of Class A common stock to redemption value

(65,397)

$ (26,976,223)

$ (4,528,638)

(65,397)

$ (22,447,585)

$ 0

0

4,504,363

0

Ending balance at Mar. 31, 2022

9,442,637

0

(13,091,872)

(13,092,597)

$ 725

Ending balance (in shares) at Mar. 31, 2022

7,245,000

$ 0

0

$ 248,048,732

24,150,000

2,748

24,275

(22,252)

$ 0

$ 725

0

7,245,000

13,174,118

$ 9,923,259

(11,013,726)

(11,014,451)

$ 725

7,245,000

$ 0

0

Issuance of shares (in shares)

Issuance of shares

$ 219,353,777

24,150,000

Ending balance at Dec. 31, 2022

$ 3,996,857

$ 26,976,223

$ 250,326,857

Ending balance (in shares) at Dec. 31, 2022

24,150,000

2,748

24,275

(22,252)

$ 0

$ 725

0

7,245,000

Remeasurement of Class A common stock to redemption value

3,996,857

$ 26,976,223

$ 4,528,638

$ 22,447,585

4,504,363

Ending balance at Dec. 31, 2022

15,763,981

$ 11,937,823

(10,701,988)

(10,702,713)

$ 725

Ending balance (in shares) at Dec. 31, 2022

7,245,000

Beginning balance at Mar. 31, 2022

$ 246,395,397

Beginning balance (in shares) at Mar. 31, 2022

24,150,000

Ending balance at Jun. 30, 2022

$ 353,852

$ 246,749,249

Ending balance (in shares) at Jun. 30, 2022

24,150,000

Beginning balance at Mar. 31, 2022

(13,091,872)

(13,092,597)

$ 725

Beginning balance (in shares) at Mar. 31, 2022

7,245,000

Remeasurement of Class A common stock to redemption value

(353,852)

$ 0

Ending balance at Jun. 30, 2022

1,450,175

(11,995,549)

(11,996,274)

$ 725

Ending balance (in shares) at Jun. 30, 2022

7,245,000

Beginning balance (in shares) at Apr. 24, 2022

$ 52,218,000

10,085,612

Ending balance at Jul. 17, 2022

$ 53,468,000

Ending balance (in shares) at Jul. 17, 2022

10,203,945

$ (109,556,000)

62,000

1,650,000

(111,268,000)

Ending balance at Jul. 17, 2022

5,035,000

(104,463,000)

62,000

1,708,000

(106,233,000)

Beginning balance (in shares) at Apr. 24, 2022

$ 52,218,000

10,085,612

Ending balance (in shares) at Oct. 09, 2022

$ 53,468,000

10,203,945

$ (109,556,000)

62,000

1,650,000

(111,268,000)

1,645,000

(107,785,000)

62,000

1,777,000

(109,623,000)

Beginning balance (in shares) at Apr. 24, 2022

$ 52,218,000

10,085,612

Ending balance at Apr. 30, 2023

$ 53,468,000

Ending balance (in shares) at Apr. 30, 2023

10,203,945

$ (109,556,000)

62,000

1,650,000

(111,268,000)

1,722,000

Ending balance at Apr. 30, 2023

(7,525,000)

(114,998,000)

62,000

3,733,000

(118,793,000)

Beginning balance at Jun. 30, 2022

$ 246,749,249

Beginning balance (in shares) at Jun. 30, 2022

24,150,000

$ 1,299,483

$ 248,048,732

Beginning balance at Jun. 30, 2022

24,150,000

(11,995,549)

(11,996,274)

$ 725

Remeasurement of Class A common stock to redemption value

(1,299,483)

$ 0

2,281,306

1,754,851

0

(11,013,726)

(11,014,451)

$ 725

Beginning balance at Jul. 17, 2022

7,245,000

$ 53,468,000

Beginning balance (in shares) at Jul. 17, 2022

10,203,945

Ending balance (in shares) at Oct. 09, 2022

$ 53,468,000

10,203,945

Beginning balance at Jul. 17, 2022

$ (104,463,000)

62,000

1,708,000

(106,233,000)

10,000

(3,390,000)

(107,785,000)

62,000

1,777,000

(109,623,000)

$ 250,326,857

24,150,000

Ending balance at Mar. 31, 2023

$ 813,105

$ 251,139,962

Ending balance (in shares) at Mar. 31, 2023

24,150,000

(10,701,988)

(10,702,713)

$ 725

7,245,000

Remeasurement of Class A common stock to redemption value

(813,105)

Ending balance at Mar. 31, 2023

1,319,136

(10,195,957)

(10,196,682)

$ 725

Ending balance (in shares) at Mar. 31, 2023

7,245,000

$ 250,326,857

24,150,000

Redemption of Class A common stock

$ (210,031,815)

$ 42,423,610

3,998,687

(10,701,988)

(10,702,713)

$ 725

7,245,000

(5,371,869)

$ (3,369,552)

(14,265,243)

(14,265,968)

$ 200

$ 525

Beginning balance at Mar. 31, 2023

2,000,000

5,245,000

251,139,962

$ 251,139,962

Beginning balance (in shares) at Mar. 31, 2023

24,150,000

Redemption of Class A common stock

(210,031,815)

Ending balance at Jun. 30, 2023

$ 1,082,415

42,190,562

$ 42,190,562

Ending balance (in shares) at Jun. 30, 2023

3,998,687

Beginning balance at Mar. 31, 2023

(10,195,957)

(10,196,682)

$ 725

Beginning balance (in shares) at Mar. 31, 2023

7,245,000

Conversion of Class B common stock to Class A common stock

$ 200

$ (200)

Conversion of Class B common stock to Class A common stock (in shares)

2,000,000

(2,000,000)

Excise tax

(2,100,318)

Remeasurement of Class A common stock to redemption value

(1,082,415)

Sponsor capital contribution for non-redemption agreements

844,916

892,911

Non-redemption agreements

(844,916)

$ (892,911)

Reduction of Deferred Underwriter Fee Payable

6,037,500

Ending balance at Jun. 30, 2023

(6,582,267)

(13,923,457)

(13,924,182)

$ 200

$ 525

Ending balance (in shares) at Jun. 30, 2023

2,000,000

5,245,000

Beginning balance (in shares) at Apr. 30, 2023

$ 53,468,000

10,203,945

Ending balance at Jul. 23, 2023

$ 1,423,000

$ 73,488,000

Ending balance (in shares) at Jul. 23, 2023

10,999,393

$ (114,998,000)

62,000

3,733,000

(118,793,000)

Ending balance at Jul. 23, 2023

(3,046,000)

(119,460,000)

62,000

2,317,000

(121,839,000)

Beginning balance (in shares) at Apr. 30, 2023

$ 53,468,000

10,203,945

Ending balance (in shares) at Oct. 15, 2023

$ 75,262,000

11,054,593

$ (114,998,000)

62,000

3,733,000

(118,793,000)

(10,329,000)

Beginning balance at Jun. 30, 2023

(128,578,000)

62,000

482,000

(129,122,000)

42,190,562

$ 42,190,562

Beginning balance (in shares) at Jun. 30, 2023

3,998,687

$ 233,048

$ 42,423,610

Beginning balance at Jun. 30, 2023

3,998,687

(13,923,457)

(13,924,182)

$ 200

$ 525

Remeasurement of Class A common stock to redemption value

(233,048)

(108,738)

$ (38,672)

$ (14,265,243)

$ (14,265,968)

$ 200

$ 525

Beginning balance at Jul. 23, 2023

2,000,000

5,245,000

$ 73,488,000

Beginning balance (in shares) at Jul. 23, 2023

10,999,393

Ending balance (in shares) at Oct. 15, 2023

$ 75,262,000

11,054,593

Beginning balance at Jul. 23, 2023

$ (119,460,000)

62,000

2,317,000

(121,839,000)

173,000

(7,283,000)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

$ (128,578,000)

$ 62,000

$ 482,000

$ (129,122,000)

[1]

Includes up to 1,125,000 shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. The Company surrendered 1,725,000 shares of Class B Common Stock on November 30, 2021 and issued an additional 345,000 shares of Class B common stock on January 19, 2022 pursuant to a stock split by way of a stock dividend for no additional consideration. The underwriters exercised the over-allotment option in full on January 24, 2022. See Note 6.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (Parenthetical) - shares	Sep. 26, 2023	Jan. 19, 2022	Nov. 30, 2021	Jan. 19, 2021	Dec. 31, 2021
Number of shares issued during the period	5,000,000
Class B common stock \| BANYAN ACQUISITION CORPORATION
Number of shares issued during the period		345,000	1,725,000	345,000
Class B common stock \| Over-allotment option \| BANYAN ACQUISITION CORPORATION
Shares subject to forfeiture					1,125,000

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended								5 Months Ended	6 Months Ended	9 Months Ended		10 Months Ended	12 Months Ended
	Oct. 15, 2023	Sep. 30, 2023	Jul. 23, 2023	Mar. 31, 2023	Oct. 09, 2022	Sep. 30, 2022	Jul. 17, 2022	Mar. 31, 2022	Oct. 15, 2023	Oct. 09, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2021	Apr. 30, 2023	Dec. 31, 2022	Apr. 24, 2022	Apr. 25, 2021
Cash flows from operating activities:
Net (loss) income	$ (7,283,000)		$ (3,046,000)		$ (3,390,000)		$ 5,035,000		$ (10,329,000)	$ 1,645,000				$ (7,525,000)		$ (9,917,000)	$ (29,998,000)
Changes in operating assets and liabilities:
Net cash (used in) operating activities									(15,924,000)	(997,000)				(12,040,000)		(5,586,000)	(8,185,000)
Cash flows from investing activities:
Net cash provided by (used in) investing activities									(9,793,000)	(3,539,000)				(12,987,000)		(1,898,000)	(644,000)
Cash flows from financing activities:
Proceeds from sale of private placement warrants														3,758,000		56,000	0
Net cash provided by (used in) financing activities									25,272,000	(893,000)				24,556,000		11,063,000	5,791,000
Net change in cash and cash equivalents									(445,000)	(5,429,000)				(471,000)		3,579,000	(3,038,000)
Cash and cash equivalents, beginning of period			$ 8,436,000				$ 8,907,000		8,436,000	8,907,000				8,907,000		5,328,000	8,366,000
Cash and cash equivalents, end of period	$ 7,991,000				$ 3,478,000				$ 7,991,000	$ 3,478,000				$ 8,436,000		$ 8,907,000	$ 5,328,000
BANYAN ACQUISITION CORPORATION
Cash flows from operating activities:
Net (loss) income		$ (108,738)		$ 1,319,136		$ 2,281,306		$ 9,442,637			$ (5,371,869)	$ 13,174,118	$ (22,252)		$ 15,763,981
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Interest income on treasury securities held in Trust Account		(514,356)				(1,251,524)					(4,405,609)	(1,709,000)			(3,939,359)
Unrealized loss (gain) on short-term investments held in Trust Account		(44,693)				(47,960)					62,494	(9,732)			(57,498)
Change in fair value of warrant liability		(922,888)				(1,454,500)					3,753,738	(13,214,963)			(14,304,338)
Warrant issuance expense												500,307			500,307
Changes in operating assets and liabilities:
Prepaid expenses											163,700	(350,032)			(268,921)
Accrued expenses											3,550,710	307,984	4,703		(4,703)
Income tax payable											(679,972)				783,546
Accounts payable											163,823	129,595	8,187		244,891
Accrued offering costs												(364,557)	364,557		(364,556)
Accrued franchise tax											(163,901)	149,589	8,187		185,303
Net cash (used in) operating activities											(2,926,886)	(1,386,691)	355,195		(1,461,347)
Cash flows from investing activities:
Investment of cash in Trust Account												(246,330,000)			(246,330,000)
Proceeds from sale of investments											210,031,815
Withdrawal from Trust Account for taxes											2,214,547
Net cash provided by (used in) investing activities											212,246,362	(246,330,000)			(246,330,000)
Cash flows from financing activities:
Proceeds from issuance of Units in IPO, net of underwriting fee												236,670,000			236,670,000
Proceeds from sale of private placement warrants												11,910,000			11,910,000
Payment of Class A common stock redemptions											(210,031,815)
Payment of promissory note - related party													289,425		(289,425)
Payment of promissory note - related party												(289,425)
Proceeds from promissory note - related party											506,000
Deferred offering costs												(42,391)	(615,563)		(42,392)
Proceeds from issuance of Class B common stock to Sponsor													25,000
Net cash provided by (used in) financing activities											(209,525,815)	248,248,184	(301,138)		248,248,183
Net change in cash and cash equivalents													54,057		456,836
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Period Increase (Decrease), Excluding Exchange Rate Effect											(206,339)	531,493
Cash and cash equivalents, beginning of period				$ 510,893				$ 54,057			510,893	54,057	0		54,057
Cash and cash equivalents, end of period		$ 304,554				$ 585,550					304,554	585,550	54,057		510,893
Non-Cash Investing and Financing Activities:
Initial fair value of Class A common stock subject to possible redemption												219,353,777			219,353,777
Remeasurement of Class A common stock subject to possible redemption											2,128,568	28,694,955			30,973,080
Deferred underwriter fee payable												9,660,000			9,660,000
Initial measurement of warrant liability												$ 14,904,213			$ 14,904,213
Reduction of Deferred Underwriter's Fee Payable											(6,037,500)
Excise tax liability											$ 2,100,318
Deferred offering costs included in accrued offering costs													364,557
Prepaid expenses paid by Sponsor in exchange for issuance of Class B common stock													$ 25,000

Condensed Consolidated Balance Sheets - 10Q - USD ($) $ in Thousands	Oct. 15, 2023	Jul. 23, 2023	Apr. 30, 2023	Oct. 09, 2022	Jul. 17, 2022	Apr. 24, 2022	Apr. 25, 2021	Apr. 26, 2020
Current Assets:
Cash and cash equivalents	$ 7,991		$ 8,436			$ 8,907
Accounts receivable	1,121		1,310			879
Inventories	830		802			703
Prepaid expenses and other current assets	662		577			327
Total current assets	10,604		11,125			10,816
Property and equipment, net	69,734		62,842			50,380
Operating lease right-of-use assets	49,185		55,604			53,276
Other long-term assets	11,780		1,356			0
Total assets	141,303		130,927			114,472
Current Liabilities:
Current portion of long-term notes payable	2,243		1,044			10,126
Accrued occupancy costs	5,556		14,940			15,244
Other accrued liabilities	10,227		8,613			7,519
Current portion of operating lease liabilities	10,824		10,727			8,898
Total current liabilities	61,035		61,978			67,127
Long-term notes payable	41,959		36,211			13,820
Long-term accrued occupancy costs	699		2,020			5,311
Operating lease liabilities	89,888		91,398			85,552
Other long-term liabilities	1,038		850			0
Total liabilities	194,619		192,457			171,810
Commitments and contingencies (Note 11)
Redeemable convertible preferred stock (Note 7)	75,262	$ 73,488	53,468	$ 53,468	$ 53,468	52,218	$ 44,718	$ 42,018
Stockholders' deficit:
Common stock	62		62			62
Additional paid-in capital	482		3,733			1,650
Accumulated deficit	(129,122)		(118,793)			(111,268)
Total stockholders' deficit	(128,578)	$ (119,460)	(114,998)	$ (107,785)	$ (104,463)	(109,556)	$ (99,975)	$ (70,422)
Total liabilities, redeemable convertible preferred stock, and stockholders' deficit	141,303		130,927			114,472
Nonrelated Party
Current Liabilities:
Accounts payable	24,027		19,305			16,932
Related Party
Current Liabilities:
Accounts payable	$ 8,158		$ 7,349			$ 7,258

Condensed Consolidated Balance Sheets - 10Q (Parenthetical) - $ / shares	Oct. 15, 2023	Apr. 30, 2023	Apr. 24, 2022	Apr. 26, 2020
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	35,000,000	20,000,000
Common stock, shares issued (in shares)	6,178,962	6,178,962	6,167,254
Common stock, shares outstanding (in shares)	6,178,962	6,178,962	6,167,254

Unaudited Condensed Consolidated Statements of Operations - 10Q - USD ($) $ in Thousands	3 Months Ended		5 Months Ended	6 Months Ended
	Oct. 15, 2023	Oct. 09, 2022	Oct. 15, 2023	Oct. 09, 2022
Total revenue	$ 24,623	$ 23,944	$ 50,364	$ 48,925
Cost of food and beverage	4,278	4,198	8,715	8,627
Store labor and benefits	9,337	9,052	18,634	18,066
Store occupancy costs, excluding depreciation	4,583	4,217	5,590	8,246
Other store operating expenses, excluding depreciation	5,134	3,864	9,556	8,178
General and administrative expenses	3,774	3,312	7,302	7,311
Depreciation expense	1,697	1,861	3,341	3,714
Pre-opening expenses	3,026	459	5,304	985
Operating loss	(7,206)	(3,019)	(8,078)	(6,202)
Interest expense	(1,908)	(265)	(3,601)	(457)
Gain on change in fair value of warrant liability	1,759	0	1,350	0
Gain (loss) on debt extinguishment (Note 4)	0	(10)	0	8,448
Income (loss) before income taxes	(7,355)	(3,294)	(10,329)	1,789
Income tax expense	(72)	96	0	144
Net (loss) income	(7,283)	(3,390)	(10,329)	1,645
Less: Cumulative unpaid dividends and change h redemption amount of preferred stock	(394)	0	(1,951)	0
Net loss on which diluted earnings per share is calculated	(7,677)	(3,390)	(12,280)	1,645
Net loss on which basic earnings per share is calculated	$ (7,677)	$ (3,390)	$ (12,280)	$ 1,645
Earnings (loss) per share, basic (in dollars per share)	$ (1.17)	$ (0.55)	$ (1.87)	$ 0.27
Earnings (loss) per share, diluted (in dollars per share)	$ (1.17)	$ (0.55)	$ (1.87)	$ 0.10
Weighted average common shares outstanding, basic (in shares)	6,535,000	6,168,000	6,550,000	6,168,000
Weighted average common shares outstanding, diluted (in shares)	6,535,000	6,168,000	6,550,000	16,992,000
Food and beverage revenues
Total revenue	$ 19,435	$ 18,998	$ 39,952	$ 39,398
Recreation revenues
Total revenue	$ 5,188	$ 4,946	$ 10,412	$ 9,527

Unaudited Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit - 10Q - USD ($) $ in Thousands	Total	Series 1 Preferred Stock	Series G Preferred Stock	Series H Preferred Stock	Common	Additional Paid-In Capital	Accumulated Deficit
Beginning balance at Apr. 26, 2020	$ 42,018
Beginning balance (in shares) at Apr. 26, 2020	9,310,612
Increase (Decrease) in Temporary Equity
Issuance of shares (in shares)			250,000
Issuance of shares			$ 2,500
Ending balance (in shares) at Apr. 25, 2021	9,585,612
Ending balance at Apr. 25, 2021	$ 44,718
Shares, beginning balance (in shares) at Apr. 26, 2020					6,055,400
Beginning balance at Apr. 26, 2020	(70,422)				$ 61	$ 870	$ (71,353)
Increase (Decrease) in Stockholders' Equity
Net (loss) income	$ (29,998)						(29,998)
Exercised (in shares)	77,000,000				49,063
Exercise of stock options	$ 80					80
Stock based compensation	365					365
Shares, ending balance (in shares) at Apr. 25, 2021					6,104,463
Ending balance at Apr. 25, 2021	$ (99,975)				$ 61	1,315	(101,351)
Increase (Decrease) in Temporary Equity
Issuance of shares (in shares)				500,000
Issuance of shares				$ 7,500
Ending balance (in shares) at Apr. 24, 2022	10,085,612
Ending balance at Apr. 24, 2022	$ 52,218
Increase (Decrease) in Stockholders' Equity
Net (loss) income	$ (9,917)						(9,917)
Exercised (in shares)	10,000,000				7,000
Exercise of stock options	$ 0					0
Stock based compensation	$ 280					280
Shares, ending balance (in shares) at Apr. 24, 2022	6,167,254				6,167,254
Ending balance at Apr. 24, 2022	$ (109,556)				$ 62	1,650	(111,268)
Increase (Decrease) in Temporary Equity
Issuance of shares (in shares)			105,000	13,333
Issuance of shares			$ 1,050	$ 200
Ending balance (in shares) at Jul. 17, 2022	10,203,945
Ending balance at Jul. 17, 2022	$ 53,468
Increase (Decrease) in Stockholders' Equity
Net (loss) income	5,035						5,035
Exercised (in shares)					1,000
Exercise of stock options	6					6
Stock based compensation	52					52
Shares, ending balance (in shares) at Jul. 17, 2022					6,168,254
Ending balance at Jul. 17, 2022	(104,463)				$ 62	1,708	(106,233)
Beginning balance at Apr. 24, 2022	$ 52,218
Beginning balance (in shares) at Apr. 24, 2022	10,085,612
Ending balance (in shares) at Oct. 09, 2022	10,203,945
Ending balance at Oct. 09, 2022	$ 53,468
Shares, beginning balance (in shares) at Apr. 24, 2022	6,167,254				6,167,254
Beginning balance at Apr. 24, 2022	$ (109,556)				$ 62	1,650	(111,268)
Increase (Decrease) in Stockholders' Equity
Net (loss) income	1,645
Cumulative unpaid dividends on preferred stock	0
Change in redemption amount of preferred stock	0
Shares, ending balance (in shares) at Oct. 09, 2022					6,168,254
Ending balance at Oct. 09, 2022	(107,785)				$ 62	1,777	(109,623)
Beginning balance at Apr. 24, 2022	$ 52,218
Beginning balance (in shares) at Apr. 24, 2022	10,085,612
Increase (Decrease) in Temporary Equity
Issuance of shares (in shares)			105,000	13,333
Issuance of shares			$ 1,050	$ 200
Ending balance (in shares) at Apr. 30, 2023	10,203,945		355,000	513,333
Ending balance at Apr. 30, 2023	$ 53,468		$ 3,550	$ 7,700
Shares, beginning balance (in shares) at Apr. 24, 2022	6,167,254				6,167,254
Beginning balance at Apr. 24, 2022	$ (109,556)				$ 62	1,650	(111,268)
Increase (Decrease) in Stockholders' Equity
Net (loss) income	$ (7,525)						(7,525)
Exercised (in shares)	11,708,000				11,708
Exercise of stock options	$ 66					66
Issuance of warrants	1,722					1,722
Stock based compensation	$ 295					295
Shares, ending balance (in shares) at Apr. 30, 2023	6,178,962				6,178,962
Ending balance at Apr. 30, 2023	$ (114,998)				$ 62	3,733	(118,793)
Beginning balance at Jul. 17, 2022	$ 53,468
Beginning balance (in shares) at Jul. 17, 2022	10,203,945
Ending balance (in shares) at Oct. 09, 2022	10,203,945
Ending balance at Oct. 09, 2022	$ 53,468
Shares, beginning balance (in shares) at Jul. 17, 2022					6,168,254
Beginning balance at Jul. 17, 2022	(104,463)				$ 62	1,708	(106,233)
Increase (Decrease) in Stockholders' Equity
Net (loss) income	(3,390)						(3,390)
Issuance of warrants	10					10
Stock based compensation	59					59
Shares, ending balance (in shares) at Oct. 09, 2022					6,168,254
Ending balance at Oct. 09, 2022	(107,785)				$ 62	1,777	(109,623)
Beginning balance at Apr. 30, 2023	$ 53,468		$ 3,550	$ 7,700
Beginning balance (in shares) at Apr. 30, 2023	10,203,945		355,000	513,333
Increase (Decrease) in Temporary Equity
Issuance of shares (in shares)		795,448
Issuance of shares		$ 18,463
Cumulative unpaid dividends on preferred stock	$ 134
Change in redemption amount of preferred stock	$ 1,423
Ending balance (in shares) at Jul. 23, 2023	10,999,393
Ending balance at Jul. 23, 2023	$ 73,488
Shares, beginning balance (in shares) at Apr. 30, 2023	6,178,962				6,178,962
Beginning balance at Apr. 30, 2023	$ (114,998)				$ 62	3,733	(118,793)
Increase (Decrease) in Stockholders' Equity
Net (loss) income	(3,046)						(3,046)
Cumulative unpaid dividends on preferred stock	(134)					(134)
Change in redemption amount of preferred stock	(1,423)					(1,423)
Stock based compensation	141					141
Shares, ending balance (in shares) at Jul. 23, 2023					6,178,962
Ending balance at Jul. 23, 2023	(119,460)				$ 62	2,317	(121,839)
Beginning balance at Apr. 30, 2023	$ 53,468		$ 3,550	$ 7,700
Beginning balance (in shares) at Apr. 30, 2023	10,203,945		355,000	513,333
Ending balance (in shares) at Oct. 15, 2023	11,054,593		355,000	513,333
Ending balance at Oct. 15, 2023	$ 75,262		$ 3,550	$ 7,700
Shares, beginning balance (in shares) at Apr. 30, 2023	6,178,962				6,178,962
Beginning balance at Apr. 30, 2023	$ (114,998)				$ 62	3,733	(118,793)
Increase (Decrease) in Stockholders' Equity
Net (loss) income	$ (10,329)
Exercised (in shares)	0
Cumulative unpaid dividends on preferred stock	$ (528)
Change in redemption amount of preferred stock	$ (1,423)
Shares, ending balance (in shares) at Oct. 15, 2023	6,178,962				6,178,962
Ending balance at Oct. 15, 2023	$ (128,578)				$ 62	482	(129,122)
Beginning balance at Jul. 23, 2023	$ 73,488
Beginning balance (in shares) at Jul. 23, 2023	10,999,393
Increase (Decrease) in Temporary Equity
Issuance of shares (in shares)		55,200
Issuance of shares		$ 1,380
Cumulative unpaid dividends on preferred stock	$ 394
Ending balance (in shares) at Oct. 15, 2023	11,054,593		355,000	513,333
Ending balance at Oct. 15, 2023	$ 75,262		$ 3,550	$ 7,700
Shares, beginning balance (in shares) at Jul. 23, 2023					6,178,962
Beginning balance at Jul. 23, 2023	(119,460)				$ 62	2,317	(121,839)
Increase (Decrease) in Stockholders' Equity
Net (loss) income	(7,283)						(7,283)
Issuance of warrants	173					173
Reclassification of liability-classified warrants	(1,834)					(1,834)
Cumulative unpaid dividends on preferred stock	(394)					(394)
Stock based compensation	$ 220					220
Shares, ending balance (in shares) at Oct. 15, 2023	6,178,962				6,178,962
Ending balance at Oct. 15, 2023	$ (128,578)				$ 62	$ 482	$ (129,122)

Unaudited Condensed Consolidated Statements of Cash Flows - 10Q - USD ($) $ in Thousands	5 Months Ended	6 Months Ended
	Oct. 15, 2023	Oct. 09, 2022
Cash flows from operating activities:
Net (loss) income	$ (10,329)	$ 1,645
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Gain on modification of operating leases	(3,281)	0
Depreciation expense	3,341	3,714
Non-cash operating lease expense	2,646	2,560
Operating lease tenant allowances	1,272	2,424
Stock based compensation	361	111
Gain on change in fair value of warrant liability	(1,350)	0
Gain on extinguishment of debt	0	(8,448)
Amortization of debt issuance costs	897	9
Accounts receivable	188	(56)
Inventories	(28)	(59)
Prepaid expenses and other current assets	(85)	49
Other long-term assets	(5,005)	0
Accrued occupancy costs	(4,210)	(2,038)
Other accrued liabilities	289	(408)
Operating lease liabilities	(4,697)	(4,101)
Net cash (used in) operating activities	(15,924)	(997)
Cash flows from investing activities:
Purchase of property and equipment	(9,793)	(3,539)
Net cash provided by (used in) investing activities	(9,793)	(3,539)
Cash flows from financing activities:
Proceeds from stock option exercises	0	6
Proceeds from issuance of preferred stock, net	19,843	200
De-SPAC transaction costs	(1,540)	0
Principal payments on long-term notes payable	(283)	(999)
Debt issuance costs	(247)	0
Redemption of long-term notes payable	0	(100)
Proceeds from long-term borrowings	7,499	0
Net cash provided by (used in) financing activities	25,272	(893)
Net change in cash and cash equivalents	(445)	(5,429)
Cash and cash equivalents, beginning of period	8,436	8,907
Cash and cash equivalents, end of period	7,991	3,478
Supplemental disclosures of cash flow information:
Cash paid for interest	2,287	529
Supplemental disclosures of non-cash operating, investing and financing activities:
Conversion of long-term borrowings to preferred shares	0	1,050
(Increase) decrease in operating lease right-of-use assets	560	(2,654)
Non-cash finance obligation	665	0
Non-cash capital expenditures included in accounts payable	2,798	3,288
Change in redemption amount of preferred stock	1,423	0
Cumulative unpaid dividends on preferred stock	528	0
Nonrelated Party
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Accounts payable	3,258	3,578
Related Party
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Accounts payable	$ 809	$ 23

Consolidated Balance Sheets - 10K - USD ($) $ in Thousands	Oct. 15, 2023	Jul. 23, 2023	Apr. 30, 2023	Oct. 09, 2022	Jul. 17, 2022	Apr. 24, 2022	Apr. 25, 2021	Apr. 26, 2020
Current Assets:
Cash and cash equivalents	$ 7,991		$ 8,436			$ 8,907
Accounts receivable	1,121		1,310			879
Inventories	830		802			703
Prepaid expenses and other current assets	662		577			327
Total current assets	10,604		11,125			10,816
Property and equipment, net	69,734		62,842			50,380
Operating lease right-of-use assets	49,185		55,604			53,276
Other long-term assets	11,780		1,356			0
Total assets	141,303		130,927			114,472
Current Liabilities:
Current portion of long-term notes payable	2,243		1,044			10,126
Accrued occupancy costs	5,556		14,940			15,244
Short-term borrowings			0			1,150
Other accrued liabilities	10,227		8,613			7,519
Current portion of operating lease liabilities	10,824		10,727			8,898
Total current liabilities	61,035		61,978			67,127
Long-term notes payable	41,959		36,211			13,820
Long-term accrued occupancy costs	699		2,020			5,311
Operating lease liabilities	89,888		91,398			85,552
Other long-term liabilities	1,038		850			0
Total liabilities	194,619		192,457			171,810
Commitments and contingencies (Note 11)
Redeemable convertible preferred stock (Note 7)	75,262	$ 73,488	53,468	$ 53,468	$ 53,468	52,218	$ 44,718	$ 42,018
Stockholders' deficit:
Common stock	62		62			62
Additional paid-in capital	482		3,733			1,650
Accumulated deficit	(129,122)		(118,793)			(111,268)
Total stockholders' deficit	(128,578)	$ (119,460)	(114,998)	$ (107,785)	$ (104,463)	(109,556)	$ (99,975)	$ (70,422)
Total liabilities, redeemable convertible preferred stock, and stockholders' deficit	141,303		130,927			114,472
Nonrelated Party
Current Liabilities:
Accounts payable	24,027		19,305			16,932
Related Party
Current Liabilities:
Accounts payable	$ 8,158		$ 7,349			$ 7,258

Consolidated Balance Sheets - 10K (Parenthetical) - $ / shares	Oct. 15, 2023	Apr. 30, 2023	Apr. 24, 2022	Apr. 26, 2020
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	35,000,000	20,000,000
Common stock, shares issued (in shares)	6,178,962	6,178,962	6,167,254
Common stock, shares outstanding (in shares)	6,178,962	6,178,962	6,167,254

Consolidated Statements of Operations - 10K - USD ($) $ in Thousands	3 Months Ended		5 Months Ended	6 Months Ended	12 Months Ended
	Oct. 15, 2023	Oct. 09, 2022	Oct. 15, 2023	Oct. 09, 2022	Apr. 30, 2023	Apr. 24, 2022	Apr. 25, 2021
Total revenue	$ 24,623	$ 23,944	$ 50,364	$ 48,925	$ 111,273	$ 77,098	$ 25,017
Cost of food and beverage	4,278	4,198	8,715	8,627	18,968	16,027	6,697
Store labor and benefits	9,337	9,052	18,634	18,066	40,415	24,145	10,776
Store occupancy costs, excluding depreciation	4,583	4,217	5,590	8,246	18,375	12,592	14,920
Other store operating expenses, excluding depreciation	5,134	3,864	9,556	8,178	18,655	14,531	7,037
General and administrative expenses	3,774	3,312	7,302	7,311	13,205	12,316	6,320
Depreciation expense	1,697	1,861	3,341	3,714	8,086	8,818	8,805
Impairment loss					2,363	0	0
Pre-opening expenses	3,026	459	5,304	985	4,935	0	0
Operating loss	(7,206)	(3,019)	(8,078)	(6,202)	(13,729)	(11,331)	(29,538)
Interest expense	(1,908)	(265)	(3,601)	(457)	(1,946)	(1,348)	(835)
Other expenses					(13)	0	0
Gain on debt extinguishment (Note 9)	0	(10)	0	8,448	8,355	2,800	388
Income (loss) before income taxes	(7,355)	(3,294)	(10,329)	1,789	(7,333)	(9,879)	(29,985)
Income tax expense	(72)	96	0	144	192	38	13
Net (loss) income	$ (7,283)	$ (3,390)	$ (10,329)	$ 1,645	$ (7,525)	$ (9,917)	$ (29,998)
Loss per share, basic (in dollars per share)	$ (1.17)	$ (0.55)	$ (1.87)	$ 0.27	$ (1.21)	$ (1.62)	$ (4.93)
Loss per share, diluted (in dollars per share)	$ (1.17)	$ (0.55)	$ (1.87)	$ 0.10	$ (1.21)	$ (1.62)	$ (4.93)
Food and beverage revenues
Total revenue	$ 19,435	$ 18,998	$ 39,952	$ 39,398	$ 87,467	$ 63,650	$ 20,791
Recreation revenues
Total revenue	$ 5,188	$ 4,946	$ 10,412	$ 9,527	$ 23,806	$ 13,448	$ 4,226

Consolidated Statements of Cash Flows - 10K - USD ($) $ in Thousands	5 Months Ended	6 Months Ended	12 Months Ended
	Oct. 15, 2023	Oct. 09, 2022	Apr. 30, 2023	Apr. 24, 2022	Apr. 25, 2021
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Net (loss) income	$ (10,329)	$ 1,645	$ (7,525)	$ (9,917)	$ (29,998)
Impairment loss			2,363	0	0
Depreciation expense	3,341	3,714	8,086	8,818	8,805
Non-cash operating lease expense	2,646	2,560	5,252	4,155	5,269
Operating lease tenant allowances	1,272	2,424	7,727	0	0
Stock based compensation	361	111	295	280	365
Gain on extinguishment of debt	0	(8,448)	(8,355)	(2,800)	(388)
Amortization of debt issuance costs	897	9	246	19	19
(Increase) decrease in operating assets:
Accounts receivable	188	(56)	(431)	(402)	(373)
Inventories	(28)	(59)	(99)	(134)	158
Prepaid expenses and other current assets	(85)	49	(250)	126	120
Other long-term assets			0	3,006	(3,006)
(Decrease) increase in operating liabilities:
Accrued occupancy costs	(4,210)	(2,038)	(3,595)	(5,363)	16,100
Other accrued liabilities	289	(408)	(662)	276	1,917
Increase in lease liability	(4,697)	(4,101)	(7,632)	(8,451)	(8,041)
Net cash (used in) operating activities	(15,924)	(997)	(12,040)	(5,586)	(8,185)
Cash flows from investing activities:
Purchase of property and equipment	(9,793)	(3,539)	(12,987)	(1,898)	(644)
Net cash provided by (used in) investing activities	(9,793)	(3,539)	(12,987)	(1,898)	(644)
Cash flows from financing activities:
Proceeds from stock option exercises	0	6	66	0	80
Proceeds from warrant issuances			3,758	56	0
Proceeds from issuance of preferred stock, net	19,843	200	200	7,500	2,700
Principal payments on long-term notes payable			(6,144)	(2,618)	(779)
Redemption of convertible notes			(100)	0	0
Debt and equity warrant issuance costs			(2,304)	0	0
Proceeds from short-term borrowings			0	775	375
Proceeds from long-term borrowings	7,499	0	29,080	5,350	3,415
Net cash provided by (used in) financing activities	25,272	(893)	24,556	11,063	5,791
Net change in cash and cash equivalents	(445)	(5,429)	(471)	3,579	(3,038)
Cash and cash equivalents, beginning of period	8,436	8,907	8,907	5,328	8,366
Cash and cash equivalents, end of period	7,991	3,478	8,436	8,907	5,328
Supplemental disclosures of cash flow information:
Cash paid for interest	2,287	529	1,428	824	488
Supplemental disclosures of non-cash operating, investing and financing activities:
Leased assets obtained in exchange for new operating lease liabilities			7,580	16,586	1,061
Conversion of long-term borrowings to preferred shares			1,050	0	0
Non-cash capital expenditures included in accounts payable	2,798	3,288	9,924	1,054	16
Nonrelated Party
(Decrease) increase in operating liabilities:
Accounts payable	3,258	3,578	(7,551)	1,820	1,004
Related Party
(Decrease) increase in operating liabilities:
Accounts payable	$ 809	$ 23	$ 91	$ 2,981	$ (136)

Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit - 10K - USD ($) $ in Thousands	Total	Series F Preferred Stock	Series G Preferred Stock	Series H Preferred Stock	Common	Additional Paid-In Capital	Accumulated Deficit
Beginning balance (in shares) at Apr. 26, 2020	9,310,612
Beginning balance at Apr. 26, 2020	$ 42,018
Increase (Decrease) in Temporary Equity
Issuance of shares (in shares)		25,000	250,000
Issuance of shares		$ 200	$ 2,500
Ending balance (in shares) at Apr. 25, 2021	9,585,612
Ending balance at Apr. 25, 2021	$ 44,718
Shares, beginning balance (in shares) at Apr. 26, 2020					6,055,400
Beginning balance at Apr. 26, 2020	(70,422)				$ 61	$ 870	$ (71,353)
Increase (Decrease) in Stockholders' Equity
Net (loss) income	$ (29,998)						(29,998)
Exercise of stock options (in shares)	77,000,000				49,063
Exercise of stock options	$ 80					80
Stock based compensation	365					365
Shares, ending balance (in shares) at Apr. 25, 2021					6,104,463
Ending balance at Apr. 25, 2021	$ (99,975)				$ 61	1,315	(101,351)
Increase (Decrease) in Temporary Equity
Issuance of shares (in shares)				500,000
Issuance of shares				$ 7,500
Ending balance (in shares) at Apr. 24, 2022	10,085,612
Ending balance at Apr. 24, 2022	$ 52,218
Increase (Decrease) in Stockholders' Equity
Net (loss) income	(9,917)						(9,917)
Proceeds from exercise of warrants (in shares)					55,791
Proceeds from exercise of warrants	$ 56				$ 1	55
Exercise of stock options (in shares)	10,000,000				7,000
Exercise of stock options	$ 0					0
Stock based compensation	$ 280					280
Shares, ending balance (in shares) at Apr. 24, 2022	6,167,254				6,167,254
Ending balance at Apr. 24, 2022	$ (109,556)				$ 62	1,650	(111,268)
Increase (Decrease) in Temporary Equity
Issuance of shares (in shares)			105,000	13,333
Issuance of shares			$ 1,050	$ 200
Ending balance (in shares) at Jul. 17, 2022	10,203,945
Ending balance at Jul. 17, 2022	$ 53,468
Increase (Decrease) in Stockholders' Equity
Net (loss) income	5,035						5,035
Exercise of stock options (in shares)					1,000
Exercise of stock options	6					6
Stock based compensation	52					52
Shares, ending balance (in shares) at Jul. 17, 2022					6,168,254
Ending balance at Jul. 17, 2022	$ (104,463)				$ 62	1,708	(106,233)
Beginning balance (in shares) at Apr. 24, 2022	10,085,612
Beginning balance at Apr. 24, 2022	$ 52,218
Ending balance (in shares) at Oct. 09, 2022	10,203,945
Ending balance at Oct. 09, 2022	$ 53,468
Shares, beginning balance (in shares) at Apr. 24, 2022	6,167,254				6,167,254
Beginning balance at Apr. 24, 2022	$ (109,556)				$ 62	1,650	(111,268)
Increase (Decrease) in Stockholders' Equity
Net (loss) income	1,645
Shares, ending balance (in shares) at Oct. 09, 2022					6,168,254
Ending balance at Oct. 09, 2022	$ (107,785)				$ 62	1,777	(109,623)
Beginning balance (in shares) at Apr. 24, 2022	10,085,612
Beginning balance at Apr. 24, 2022	$ 52,218
Increase (Decrease) in Temporary Equity
Issuance of shares (in shares)			105,000	13,333
Issuance of shares			$ 1,050	$ 200
Ending balance (in shares) at Apr. 30, 2023	10,203,945	3,411,292	355,000	513,333
Ending balance at Apr. 30, 2023	$ 53,468	$ 27,290	$ 3,550	$ 7,700
Shares, beginning balance (in shares) at Apr. 24, 2022	6,167,254				6,167,254
Beginning balance at Apr. 24, 2022	$ (109,556)				$ 62	1,650	(111,268)
Increase (Decrease) in Stockholders' Equity
Net (loss) income	(7,525)						(7,525)
Issuance of warrants	$ 1,722					1,722
Exercise of stock options (in shares)	11,708,000				11,708
Exercise of stock options	$ 66					66
Stock based compensation	$ 295					295
Shares, ending balance (in shares) at Apr. 30, 2023	6,178,962				6,178,962
Ending balance at Apr. 30, 2023	$ (114,998)				$ 62	3,733	(118,793)
Beginning balance (in shares) at Jul. 17, 2022	10,203,945
Beginning balance at Jul. 17, 2022	$ 53,468
Ending balance (in shares) at Oct. 09, 2022	10,203,945
Ending balance at Oct. 09, 2022	$ 53,468
Shares, beginning balance (in shares) at Jul. 17, 2022					6,168,254
Beginning balance at Jul. 17, 2022	(104,463)				$ 62	1,708	(106,233)
Increase (Decrease) in Stockholders' Equity
Net (loss) income	(3,390)						(3,390)
Issuance of warrants	10					10
Stock based compensation	59					59
Shares, ending balance (in shares) at Oct. 09, 2022					6,168,254
Ending balance at Oct. 09, 2022	$ (107,785)				$ 62	1,777	(109,623)
Beginning balance (in shares) at Apr. 30, 2023	10,203,945	3,411,292	355,000	513,333
Beginning balance at Apr. 30, 2023	$ 53,468	$ 27,290	$ 3,550	$ 7,700
Ending balance (in shares) at Jul. 23, 2023	10,999,393
Ending balance at Jul. 23, 2023	$ 73,488
Shares, beginning balance (in shares) at Apr. 30, 2023	6,178,962				6,178,962
Beginning balance at Apr. 30, 2023	$ (114,998)				$ 62	3,733	(118,793)
Increase (Decrease) in Stockholders' Equity
Net (loss) income	(3,046)						(3,046)
Stock based compensation	141					141
Shares, ending balance (in shares) at Jul. 23, 2023					6,178,962
Ending balance at Jul. 23, 2023	$ (119,460)				$ 62	2,317	(121,839)
Beginning balance (in shares) at Apr. 30, 2023	10,203,945	3,411,292	355,000	513,333
Beginning balance at Apr. 30, 2023	$ 53,468	$ 27,290	$ 3,550	$ 7,700
Ending balance (in shares) at Oct. 15, 2023	11,054,593	3,411,292	355,000	513,333
Ending balance at Oct. 15, 2023	$ 75,262	$ 27,290	$ 3,550	$ 7,700
Shares, beginning balance (in shares) at Apr. 30, 2023	6,178,962				6,178,962
Beginning balance at Apr. 30, 2023	$ (114,998)				$ 62	3,733	(118,793)
Increase (Decrease) in Stockholders' Equity
Net (loss) income	$ (10,329)
Exercise of stock options (in shares)	0
Shares, ending balance (in shares) at Oct. 15, 2023	6,178,962				6,178,962
Ending balance at Oct. 15, 2023	$ (128,578)				$ 62	482	(129,122)
Beginning balance (in shares) at Jul. 23, 2023	10,999,393
Beginning balance at Jul. 23, 2023	$ 73,488
Ending balance (in shares) at Oct. 15, 2023	11,054,593	3,411,292	355,000	513,333
Ending balance at Oct. 15, 2023	$ 75,262	$ 27,290	$ 3,550	$ 7,700
Shares, beginning balance (in shares) at Jul. 23, 2023					6,178,962
Beginning balance at Jul. 23, 2023	(119,460)				$ 62	2,317	(121,839)
Increase (Decrease) in Stockholders' Equity
Net (loss) income	(7,283)						(7,283)
Issuance of warrants	173					173
Stock based compensation	$ 220					220
Shares, ending balance (in shares) at Oct. 15, 2023	6,178,962				6,178,962
Ending balance at Oct. 15, 2023	$ (128,578)				$ 62	$ 482	$ (129,122)

UNAUDITED DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS - Banyan 10Q	5 Months Ended	9 Months Ended	12 Months Ended
	Oct. 15, 2023	Sep. 30, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	Nature of Business Pinstripes, Inc. (“Pinstripes”, the "Company", “we”, “us, or “our”) was formed for the purpose of operating and expanding a unique entertainment and dining concept. The Company has 13 locations in nine states and generates revenue primarily from the sale of food, beverages, bowling, bocce, and hosting private events. The Company operates its business as one operating and one reportable segment.	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Banyan Acquisition Corporation (the “Company”) is a blank check company incorporated in Delaware on March 10, 2021. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Initial Business Combination”). As of September 30, 2023, the Company had not commenced any operations. All activity for the period from March 10, 2021 (inception) through September 30, 2023, relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and pursuit of an Initial Business Combination. The Company will not generate any operating revenues until after the completion of an Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of unrealized gains and interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. Panther Merger Sub Inc. is a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”) with no activity. Financing The registration statement for the Company’s Initial Public Offering was declared effective on January 19, 2022. On January 24, 2022, the Company consummated its Initial Public Offering of 24,150,000 Units (the “Units”), each of which consisted of one-half of one redeemable warrant and one share of Class A common stock (the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $241,500,000, which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 11,910,000 Private Placement Warrants (the “Private Placement Warrants”) to Banyan Acquisition Sponsor LLC (the “Sponsor”), BTIG, LLC and I-Bankers Securities, Inc., at an exercise price of $1.00 per Private Placement Warrant, for an aggregate of $11,910,000. Following the closing of the Initial Public Offering on January 24, 2022, $246,330,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”), located in the United States which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of an Initial Business Combination, (ii) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination by December 24, 2023 (the “Combination Period”). At a reconvened special meeting of stockholders held on April 21, 2023 (the “Special Meeting”), the Company’s stockholders approved, and the Company subsequently adopted, (x) an amendment to the Company’s amended and restated certificate of incorporation (the “Charter Amendment”), which provided that (i) the Company shall have the option to extend the period by which it must complete an Initial Business Combination by eight months, from April 24, 2023 to December 24, 2023 (the “Extension Option”), and (ii) that each of the holders of shares of the Company’s Class B common stock shall have the right at any time to convert any and all of their shares of the Company’s Class B common stock to shares of the Company’s Class A common stock on a one-for-one basis prior to the closing of an Initial Business Combination, at the election of such holder and (y) an amendment to the Investment Management Trust Agreement (the “Trust Amendment”), which provided that the Company shall have the right to extend the period by which it must complete an Initial Business Combination by eight months, from April 24, 2023 to December 24, 2023, without having to make any payment to the Trust Account. Additionally, in connection with the Special Meeting, the Company and the Sponsor entered into certain non-redemption agreements with certain unaffiliated third parties, pursuant to which the Sponsor agreed to transfer an aggregate of 1,018,750 shares of Class B common stock to such third parties immediately following consummation of an Initial Business Combination if such third parties continued to hold certain amounts of Class A common stock through the closing of the Special Meeting and assuming the Charter Amendment and the Trust Amendment were adopted. In connection with the stockholders’ vote at the Special Meeting, holders of 20,151,313 shares of Class A common stock exercised their right to redeem their shares for cash at an approximate price of $10.42 per share, which resulted in an aggregate payment to such redeeming holders of $210,031,815. As of September 30, 2023 (and inclusive of the payment referenced in the preceding sentence), the Trust Account balance was $42,423,610. The Charter Amendment and the Trust Amendment received the requisite votes at the Special Meeting and were subsequently adopted by the Company. On April 21, 2023, the Company filed the Charter Amendment with the Secretary of State for the State of Delaware. On April 21, 2023, the Company exercised the Extension Option, extending the time allotted to complete an Initial Business Combination by eight months, from April 24, 2023 to December 24, 2023. On April 21, 2023, pursuant to the terms of the Charter Amendment, the Sponsor converted 2,000,000 shares of Class B common stock held by it on a one-for-one basis into shares of Class A common stock with immediate effect. Following such conversion and taking into account the redemptions described above, there are 5,998,687 shares of Class A common stock issued and outstanding and 5,245,000 shares of Class B common stock issued and outstanding as of the date hereof. Risks and Uncertainties In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements, and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from whom shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. On April 21, 2023, the Company’s stockholders redeemed 20,151,313 Class A shares for a total of $210,031,815 in connection with the stockholder vote to approve the Company’s extension. The Company evaluated the classification and accounting of the stock redemption under ASC 450, “Contingencies”. ASC 450 states that when a loss contingency exists, the likelihood that the future events will confirm the loss or impairment of an asset or the incurrence of a liability can range from probable to remote. A contingent liability must be reviewed at each reporting period to determine appropriate treatment. The Company evaluated the current status and probability of completing an Initial Business Combination as of September 30, 2023 and determined that a contingent liability should be calculated and recorded. As of September 30, 2023, the Company recorded $2,100,318 of excise tax liability calculated as 1% of shares redeemed. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. Liquidity, Capital Resources and Going Concern As of September 30, 2023, the Company had $304,554 in operating cash and a working capital deficit of $6,289,130. The Company’s liquidity needs up to September 30, 2023, had been satisfied through a payment from the Sponsor of $25,000 for Class B common stock, par value $0.0001 per share (“Class B common stock” and shares thereof, “Founder Shares”), the Initial Public Offering and the issuance of the Private Placement Warrants. Additionally, the Company drew on unsecured promissory notes to pay certain offering costs (see Note 5). The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. Although no formal agreement exists, the Sponsor has agreed to extend Working Capital Loans as needed (defined in Note 5 below). Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction and reducing overhead expenses. The Company cannot provide any assurance that (i) new financing will be available to it on commercially acceptable terms, if at all, or (ii) its plans to consummate an Initial Business Combination will be successful. In addition, management is currently evaluating the impact of the Russia/Ukraine war and its effect on the Company’s financial position, results of its operations and/or search for a target company. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern through the end of the Combination Period on December 24, 2023. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.	NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Banyan Acquisition Corporation (the “Company”) is a blank check company incorporated in Delaware on March 10, 2021. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”). As of December 31, 2022, the Company had not commenced any operations. All activity for the period from March 10, 2021 (inception) through December 31, 2022 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and pursuit of a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of unrealized gains and interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. Financing The registration statement for the Company’s Initial Public Offering was declared effective on January 19, 2022. On January 24, 2022, the Company consummated its Initial Public Offering of 24,150,000 Units at $10.00 per Unit, generating gross proceeds of $241,500,000, which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 11,910,000 Private Placement Warrants (the “Private Placement Warrants”) to Banyan Acquisition Sponsor LLC (the “Sponsor”), BTIG, LLC and I-Bankers Securities, Inc., at an exercise price of $1.00 per Private Placement Warrant, for an aggregate of $11,910,000. Following the closing of the Initial Public Offering on January 24, 2022, $246,330,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”), located in the United States which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 15 months from January 24, 2022 (or up to 21 months from January 24, 2022 if the Company extends the time to complete a business combination) (the “Combination Period”), the closing of the Initial Public Offering. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. Liquidity, Capital Resources and Going Concern As of December 31, 2022, the Company had $510,893 in operating cash and a working capital deficit of $(454,877). Working capital deficit excludes amounts for marketable securities held in the Trust Account and the deferred underwriters fee payable. The Company’s liquidity needs up to December 31, 2022 had been satisfied through a payment from the Sponsor of $25,000 for Class B common stock, par value $0.0001 per share (“Class B common stock” and shares thereof, “Founder Shares”), the Initial Public Offering and the issuance of the Private Placement Warrants. Additionally, the Company drew on an unsecured promissory note to pay certain offering costs (see Note 5). The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. Although no formal agreement exists, the Sponsor has agreed to extend Working Capital Loans as needed (defined in Note 5 below). Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that (i) new financing will be available to it on commercially acceptable terms, if at all, or (ii) that its plans to consummate an initial Business Combination will be successful. In addition, management is currently evaluating the impact of the COVID-19 pandemic and its effect on the Company’s financial position, results of its operations and/or search for a target company. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern through the end of the Combination Period on April 24, 2023 (without extensions), at which point the Company will be subject to mandatory liquidation, which is within twelve months of the issuance of these financial statements. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

UNAUDITED SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Accounting Policies [Abstract]

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statement is prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering, as filed with the SEC on January 24, 2022, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on March 10, 2022 and the Company’s Annual Report filed on Form 10-K as filed with the SEC on March 31, 2023. The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any future periods.

The Company’s condensed financial statements are presented on a consolidated basis with Merger Sub, as it is a wholly owned subsidiary. Merger Sub does not have activity as of September 30, 2023.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other

public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $304,554 and $510,893 of operating cash and no cash equivalents as of September 30, 2023 and December 31, 2022, respectively.

Offering Costs

The Company complies with the requirements of the Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs are charged to stockholders’ equity or the statement of operations based on the relative value of the Public Warrants (as defined below) and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the Initial Public Offering. Accordingly, on January 24, 2022, offering costs totaled $15,147,955 (consisting of $4,830,000 of underwriting fees, $9,660,000 of deferred underwriting fees and $657,955 of actual offering costs, with $500,307 included in accumulated deficit as an allocation for the Public Warrants and the Private Placement Warrants, and $14,647,648 included in additional paid-in capital).

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed federally insured limits. Exposure to cash and cash equivalents credit risk is reduced by placing such deposits with major financial institutions and monitoring their credit ratings. At September 30, 2023, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Warrant Liability

The Company expects to account for warrants for the Company’s common stock that are not indexed to its own shares as liabilities at fair value on the balance sheet once issued. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) will be classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock includes certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. On April 21, 2023, the Company’s stockholders redeemed 20,151,313 Class A shares for a total of $210,031,815, resulting in 3,998,687 Class A shares outstanding subsequent to the redemptions. As of September 30, 2023 and December 31, 2022, there were 3,998,687 and 24,150,000 shares of Class A common stock subject to possible redemption issued or outstanding, respectively.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. On January 24, 2022, the Company recorded an accretion amount of $26,976,223, $4,528,638 of which was recorded in additional paid-in capital and $22,447,585 was recorded in accumulated deficit. The Company has subsequently recorded additional remeasurements of $6,125,425 and a reduction of $210,031,815 related to Class A stockholder redemptions to remeasure the value of Class A common stock subject to possible to redemption to its redemption value of $42,423,610 as of September 30, 2023.

Class A common stock subject to possible redemption is reflected on the condensed consolidated balance sheet at September 30, 2023 and December 31, 2022, as follows:


Gross proceeds from initial public offering	$	241,500,000
Less:
Fair value allocated to public warrants	(7,498,575)
Offering costs allocated to Class A common stock subject to possible redemption	(14,647,648)
Plus:
Remeasurement on Class A common stock subject to possible redemption	30,973,080
Class A common stock subject to possible redemption, December 31, 2022	250,326,857
Remeasurement on Class A common stock subject to possible redemption	813,105
Class A common stock subject to possible redemption, March 31, 2023	251,139,962
Redemption of Class A common stock	(210,031,815)
Remeasurement on Class A common stock subject to possible redemption	1,082,415
Class A common stock subject to possible redemption, June 30, 2023	42,190,562
Remeasurement on Class A common stock subject to possible redemption	233,048
Class A common stock subject to possible redemption, September 30, 2023	$	42,423,610

Income Taxes

The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under the asset and liability method, as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liability is settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the operation of statement in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the

deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. There were no unrecognized tax benefits as of September 30, 2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Internal Revenue Service charged the Company a $30,821 penalty for failure to pay proper estimated 2022 taxes. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next 12 months.

Net Income (Loss) Per Share of Common Stock

Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Shares of common stock subject to possible redemption at September 30, 2023, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income (loss) per common stock since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not included the Public Warrants and the Private Placement Warrants in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events, and the inclusion of such warrants would be anti-dilutive. As a result, diluted net income (loss) per share of common stock is the same as basic net income (loss) per share of common stock for the periods presented.

The Company’s statement of operations includes a presentation of net income (loss) per share of common stock subject to possible redemption and allocates the net income (loss) into the two classes of shares in calculating net income (loss) per common stock, basic and diluted. For redeemable Class A common stock, net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average number of shares of Class A common stock subject to possible redemption outstanding since original issuance. For non-redeemable Class A and Class B common stock, net income (loss) per share is calculated by dividing the net income (loss) by the weighted average number of shares of non-redeemable Class A and Class B common stock outstanding for the period. Non-redeemable Class A common stock includes 2,000,000 of Class B common stock that the Company converted on a one-for one basis into Class A common stock on April 21, 2023 (see Note 6), as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. Non-redeemable Class B common stock includes the Founder Shares, as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. As of September 30, 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company.

The following table reflects the calculation of basic and diluted net loss per share of common stock (in dollars, except per share amounts):


	For the Three Months Ended September 30,
	2023		2022
Class A common stock subject to possible redemption
Numerator: (Loss) income attributable to Class A common stock subject to possible redemption
Net (loss) income	$	(38,672)	$	1,754,851
Denominator: Weighted average Class A common stock subject to possible redemption	(38,672)		1,754,851
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption	3,998,687		24,150,000
Basic and diluted net (loss) income per share, Class A common stock subject to possible redemption	$	(0.01)	$	0.07

Non-Redeemable Class A and Class B common stock
Numerator: Net (loss) income
Net (loss) income	$	(70,066)	$	526,455
Denominator: Weighted average non-redeemable Class A and Class B common stock	(70,066)		526,455
Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B common stock	7,245,000		7,245,000
Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock	$	(0.01)	$	0.07


	For the Nine Months Ended September 30,
	2023		2022
Class A common stock subject to possible redemption
Numerator: Income attributable to Class A common stock subject to possible redemption
Net (loss) income	$	(3,369,552)	$	9,923,259
Denominator: Weighted average Class A common stock subject to possible redemption	(3,369,552)		9,923,259
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption	12,192,078		22,115,385
Basic and diluted net (loss) income per share, Class A common stock subject to possible redemption	$	(0.28)	$	0.45

Non-Redeemable Class A and Class B common stock
Numerator: Net (loss) income
Net (loss) income	$	(2,002,317)	$	3,250,859
Denominator: Weighted average non-redeemable Class A and Class B common stock	(2,002,317)		3,250,859
Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B common stock	7,245,000		7,245,000
Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock	$	(0.28)	$	0.45

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board issued ASU No. 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. We are currently assessing the impact, if any, that ASU 2020-06 would have on our financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”).

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make

comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $510,893 and $54,057 of operating cash and no cash equivalents as of December 31, 2022 and 2021, respectively.

Offering Costs

The Company complies with the requirements of the Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs are charged to stockholders’ equity or the statement of operations based on the relative value of the Public Warrants (as defined below) and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the Initial Public Offering. Accordingly, on January 24, 2022, offering costs totaled $15,147,955 (consisting of $4,830,000 of underwriting fees, $9,660,000 of deferred underwriting fees and $657,955 of actual offering costs, with $500,307 included in accumulated deficit as an allocation for the Public Warrants and the Private Placement Warrants, and $14,647,648 included in additional paid-in capital).

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed federally insured limits. Exposure to cash and cash equivalents credit risk is reduced by placing such deposits with major financial institutions and monitoring their credit ratings. At December 31, 2022, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Warrant Liability

The Company expects to account for warrants for the Company’s common stock that are not indexed to its own shares as liabilities at fair value on the balance sheet once issued. The warrants are subject to remeasurement at each

balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) will be classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock includes certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. As of December 31, 2022 and 2021, there were 24,150,000 and zero shares of Class A common stock subject to possible redemption issued or outstanding, respectively.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. On

January 24, 2022, the Company recorded an accretion amount of $26,976,223, $4,528,638 of which was recorded in additional paid-in capital and $22,447,585 was recorded in accumulated deficit. The Company has subsequently recorded additional remeasurements of $3,996,857 to remeasure the value of Class A common stock subject to possible to redemption to its redemption value of $250,326,857.

Class A common stock subject to possible redemption is reflected on the balance sheet at December 31, 2022 as follows:


Gross proceeds from initial public offering	$	241,500,000
Less:
Fair value allocated to public warrants	(7,498,575)
Offering costs allocated to Class A common stock subject to possible redemption	(14,647,648)
Plus:
Re-measurement on Class A common stock subject to possible redemption	30,973,080
Class A common stock subject to possible redemption, December 31, 2022	$	250,326,857

Income Taxes

The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under the asset and liability method, as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liability is settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the operation of statement in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. There were no unrecognized tax benefits as of December 31, 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net Income (Loss) Per Share of Common Stock

Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Shares of common stock subject to possible redemption at December 31, 2022, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income (loss) per common stock since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not included the Public Warrants and the Private Placement Warrants in the calculation of diluted loss per share, since the exercise of

the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted net income (loss) per share of common stock is the same as basic net income (loss) per share of common stock for the periods presented.

The Company’s statement of operations includes a presentation of net income (loss) per share of common stock subject to possible redemption and allocates the net income (loss) into the two classes of shares in calculating net income (loss) per common stock, basic and diluted. For redeemable Class A common stock, net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average number of shares of Class A common stock subject to possible redemption outstanding since original issuance. For non-redeemable Class B common stock, net income (loss) per share is calculated by dividing the net income (loss) by the weighted average number of shares of non-redeemable Class B common stock outstanding for the period. Non-redeemable Class B common stock includes the Founder Shares, as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. As of December 31, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company.

The following table reflects the calculation of basic and diluted net loss per share of common stock (in dollars, except per share amounts):


	Twelve Months Ended December 31,
	2022		2021
Class A common stock subject to possible redemption
Numerator: Income attributable to Class A common stock subject to possible redemption
Net income	$	11,937,823	$	—
Denominator: Weighted average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption	22,604,795		—
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	0.53	$	—

Non-Redeemable Class B common stock
Numerator: Income attributable to non-redeemable Class B common stock
Net income (loss)	$	3,826,158	$	(22,252)
Denominator: Weighted average non-redeemable Class B common stock
Basic and diluted weighted average shares outstanding, non-redeemable Class B common stock	7,245,000		6,300,000
Basic and diluted net income (loss) per share, non-redeemable Class B common stock	$	0.53	$	0.00

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board issued ASU No. 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. We are currently assessing the impact, if any, that ASU 2020-06 would have on our financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.

UNAUDITED INITIAL PUBLIC OFFERING	9 Months Ended	12 Months Ended
UNAUDITED INITIAL PUBLIC OFFERING	Sep. 30, 2023	Dec. 31, 2022
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING	NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering on January 24, 2022, the Company sold 24,150,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half of one warrant (“Public Warrant”). Each whole Public Warrant is anticipated to entitle the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6). An aggregate of $10.20 per Unit sold in the Initial Public Offering was held in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company.	NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering on January 24, 2022, the Company sold 24,150,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half of one warrant (“Public Warrant”). Each whole Public Warrant is anticipated to entitle the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6). An aggregate of $10.20 per Unit sold in the Initial Public Offering was held in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company.

UNAUDITED PRIVATE PLACEMENT	9 Months Ended	12 Months Ended
UNAUDITED PRIVATE PLACEMENT	Sep. 30, 2023	Dec. 31, 2022
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 4 — PRIVATE PLACEMENT The Company entered into an agreement with the Sponsor and the underwriters pursuant to which the Sponsor and underwriters purchased an aggregate of 11,910,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, generating $11,910,000 in the aggregate in a private placement that occurred simultaneously with the closing of the Initial Public Offering. Each Private Placement Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 6). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete an Initial Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.	NOTE 4 — PRIVATE PLACEMENT The Company entered into an agreement with the Sponsor and the underwriters pursuant to which the Sponsor and underwriters purchased an aggregate of 11,910,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, generating $11,910,000 in the aggregate in a private placement that occurred simultaneously with the closing of the Initial Public Offering. Each Private Placement Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 6). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.

UNAUDITED RELATED PARTY TRANSACTIONS	5 Months Ended	9 Months Ended	12 Months Ended
UNAUDITED RELATED PARTY TRANSACTIONS	Oct. 15, 2023	Sep. 30, 2023	Dec. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions For the twelve and twenty-four weeks ended October 15, 2023 and October 9, 2022, a company owned by an individual with ownership in common shares of the Company, and who is a relative of an executive officer, performed design services and supplied furniture, fixtures, and equipment for existing and new locations under construction of $10 and $21, and $1,367 and $4,119, respectively. As of October 15, 2023 and April 30, 2023, $1,742 and $1,911 due to this related party is included in accounts payable within the condensed consolidated balance sheets, respectively. Related Party Transactions For the fiscal years ended April 30, 2023, April 24, 2022 and April 25, 2021, a company owned by an individual with ownership in common shares of the Company, and who is a relative of an executive officer, performed design services and supplied furniture, fixtures, and equipment for existing and new locations under construction of $6,553, $1,043, and $576, respectively. As of April 30, 2023 and April 24, 2022, $1,911 and $837 due to this related party is included in accounts payable within the Consolidated Balance Sheets, respectively.	NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares In March 2021, the Sponsor purchased 8,625,000 Founder Shares for an aggregate purchase price of $25,000 and an aggregate of 142,500 of such Founder Shares were subsequently transferred to our independent directors, executive officers and special advisor and other third parties. The fair value of the shares transferred is de minimis. On November 30, 2021, the Sponsor surrendered 1,725,000 Founder Shares as a result of changes to the terms of the Initial Public Offering, resulting in the Sponsor owning 6,900,000 Founder Shares. On January 19, 2022, the Company issued an additional 345,000 shares of Class B common stock pursuant to a stock split for no additional consideration as a result of the upsize to the Company’s Initial Public Offering (see Note 6). The number of Founder Shares outstanding collectively represents approximately 23% of the Company’s issued and outstanding shares after the Initial Public Offering. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of an Initial Business Combination or (B) subsequent to an Initial Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after an Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Promissory Note — Related Party In March 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and was due upon the consummation of the Initial Public Offering. On January 24, 2022, the Company paid $289,425, the full amount outstanding under the Promissory Note, to the Sponsor. Convertible Promissory Notes – Related Parties On June 1, 2023, the Company entered into promissory note agreements with certain related parties (the “Related Party Promissory Notes”), pursuant to which the Company could borrow up to an aggregate principal amount of $2,000,000. The Related Party Promissory Notes are non-interest bearing and are due upon the consummation of the consummation of an Initial Business Combination. If an Initial Business Combination is not consummated, the Related Party Promissory Notes are only repaid solely to the extent the Company has funds available to it outside of the Trust Account, and that all other amounts will be contributed to capital, forfeited, eliminated or otherwise forgiven or eliminated. Upon consummation of an Initial Business Combination, the payees have the option, but not the obligation, to convert up to an aggregate $1,500,000 of the total outstanding principal amounts of the Related Party Promissory Notes, in whole or in part, into warrants of the Company (each, a “Warrant”) at a price of $1.00 per Warrant. Each Warrant is exercisable for one share of Class A common stock, $0.0001 par value per share, of the Company. The Warrants will be identical to the Private Placement Warrants issued to the Sponsor at the time of the Company’s Initial Public Offering. As of September 30, 2023 and December 31, 2022, there was $506,000 and $0 outstanding under the Related Party Promissory Notes, respectively. The Company determined that the fair value of the conversion option is de minimis as of the date of the promissory note draws through September 30, 2023. As such, the Company has recorded the Related Party Promissory Notes balance at amortized cost on the balance sheets. Related Party Loans In addition, in order to finance transaction costs in connection with an Initial Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). The Working Capital Loans would either be repaid upon consummation of an Initial Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans, or up to an aggregate of $4,830,000 of such Working Capital Loans with respect to funded extension periods, may be convertible into warrants at a price of $1.00 per warrant, of the post-Business Combination entity. If the Company completes an Initial Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that an Initial Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The warrants would be identical to the Private Placement Warrants. As of September 30, 2023 and December 31, 2022, there was $506,000 and $0 outstanding under the Working Capital Loans as the Related Party Promissory Notes entered into on June 1, 2023 are Working Capital Loans. Support Services Agreement Commencing on the listing date, the Company agreed to pay the Sponsor pursuant to a support services agreement a total of $10,000 per month for office space provided to the Company. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company’s contractual obligation under the support services agreement to pay these monthly fees will cease. For the three and nine months ended September 30, 2023, the Sponsor permanently waived its right to receive such fees from the Company. The Sponsor expects to continue to permanently waive its rights to receive such fees in future periods.	NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares In March 2021, the Sponsor purchased 8,625,000 Founder Shares for an aggregate purchase price of $25,000 and an aggregate of 142,500 of such Founder Shares were subsequently transferred to our independent directors, executive officers and special advisor and other third parties. The fair value of the shares transferred is de minimis. On November 30, 2021, the Sponsor surrendered 1,725,000 Founder Shares as a result of changes to the terms of the Initial Public Offering, resulting in the Sponsor owning 6,900,000 Founder Shares. On January 19, 2022, the Company issued an additional 345,000 shares of Class B common stock pursuant to a stock split for no additional consideration as a result of the upsize to the Company’s Initial Public Offering (see Note 6). The number of Founder Shares outstanding collectively represents approximately 23% of the Company’s issued and outstanding shares after the Initial Public Offering. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock reorganizations, recapitalizations and the like) for any 20 trading days within any 30- trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Promissory Note — Related Party In March 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and was due upon the consummation of the Initial Public Offering. On January 24, 2022, the Company paid $289,425, the full amount outstanding under the Promissory Note, to the Sponsor. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,800,000 of such Working Capital Loans, or up to an aggregate of $4,830,000 of such Working Capital Loans with respect to funded extension periods, may be convertible into warrants at a price of $1.00 per warrant, of the post-Business Combination entity. If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The warrants would be identical to the Private Placement Warrants. As of December 31, 2022 and 2021, there were no amounts outstanding under the Working Capital Loans. Support Services Agreement Commencing on the listing date, the Company agreed to pay the Sponsor pursuant to a support services agreement a total of $10,000 per month for office space provided to the Company. Upon completion of the initial Business Combination or the Company’s liquidation, the Company’s contractual obligation under the support services agreement to pay these monthly fees will cease. For twelve months ended December 31, 2022, the Sponsor permanently waived its right to receive such fees from the Company. The Sponsor expects to continue to permanently waive its rights to receive such fees in future periods.

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Stockholders' Equity Note [Abstract]

UNAUDITED STOCKHOLDERS' (DEFICIT) EQUITY

5 Months Ended

9 Months Ended

12 Months Ended

Oct. 15, 2023

Sep. 30, 2023

Dec. 31, 2022

STOCKHOLDERS' (DEFICIT) EQUITY

Warrants

As of October 15, 2023, outstanding warrants were as follows:


Warrants	Number of Warrants	Weighted-Average Exercise Price
Outstanding at April 30, 2023	483,649	$	1.31
Granted	48,530	0.01
Expired	—	—
Outstanding as of October 15, 2023	532,179	$	1.19

In fiscal year 2023, the Company issued 267,000 warrants to Silverview Credit Partners LP (“Silverview”), recorded at fair value in additional paid-in capital within the condensed consolidated balance sheet of $1,712, net of issuance costs. Upon surrender of these warrants, the holder is entitled to purchase one share of the Company’s common stock at $0.01. Furthermore, in fiscal year 2023, the Company issued 7,500 warrants to another service provider with an exercise price of $10 per share and fair value of $10.

On August 1, 2023, the Company and Silverview amended and restated a warrant agreement to correct the number of shares of common stock Silverview is entitled to subscribe and purchase from 258,303 to 162,946. A separate warrant agreement for 8,697 warrants of the 267,000 issued in fiscal year 2023 was not amended and the warrants remain issued. Under the term loan agreement, the Company is contractually obligated to issue a specified number of warrants to Silverview in the event the Company elects to exercise its right to obtain additional funding from Silverview under the Tranche 2 loan agreement. Therefore, the remaining warrants, are considered contingently issuable and the contingency is satisfied when a draw on Tranche 2 occurs.

As a result of the amended and restated warrant agreement, the Company determined the contingently issuable warrants require recognition as a liability. The contingently issuable warrants were reclassified at their current fair value on August 1, 2023. When the contingently issuable warrants’ contingency is satisfied, the respective warrant shares will be considered indexed to the Company’s common stock and qualify for equity classification under the derivative scope exception provided by ASC 815. Upon the satisfaction of the issuance contingency, the Company shall (i) reclassify the respective warrant shares to equity and (ii) recognize any previous gains or losses in fair value through earnings during the period the shares were classified as a liability.

On August 1, 2023, the Company issued 7,629 warrant shares to Silverview in exchange for $1,000 in funding drawn under Tranche 2 loan commitment on July 27, 2023 (see Note 4). As of August 1, 2023, 179,272 shares were considered issued warrants and 87,728 shares were considered contingently issuable warrants. For accounting purposes, all 267,000 warrants were still considered issued and outstanding.

On September 29, 2023, the Company issued 11,443 warrants in exchange for the issuance of borrowing $1,500 under the Tranche 2 loan. As the contingency was satisfied for these warrants, $173 was reclassed from the warrant liability to additional paid-in-capital. As of October 15, 2023, the Company recorded a warrant liability of $1,049 in other accrued liabilities for 76,285 of the Silverview contingently issuable warrants.

In April 2023 and July 2023, the Company also issued 111,619 and 48,530 warrants, respectively, to Granite Creek Capital Partners LLC (“Granite Creek”) in connection with its equipment loan agreements. The lender has the right to require the Company to pay cash to repurchase all or any portion of the warrants or the shares of common stock issued under the warrants. The Company determined these warrants require liability classification in accordance with ASC 480, and as a result, recorded a warrant liability of $1,925 and $2,202 in other accrued liabilities as of April 30, 2023 and October 15, 2023, respectively.

In determining the fair value of the Granite Creek warrants and Silverview contingently issuable warrants as of October 15, 2023, the Company utilized the intrinsic value valuation method using level 3 inputs consisting of the fair value of common stock as of October 15, 2023 less the exercise price of $0.01 for Silverview and previously issued Granite Creek warrants and less the exercise price of $0.001 for the Granite Creek warrants issued in July

2023. The Company adjusts the warrants to fair value at each reporting period. During the twenty-four weeks ended October 15, 2023, the change in the fair value was as follows:


Warrant liability as of April 30, 2023	$	1,925
Change in fair value	409
Warrant liability as of July 23, 2023	$	2,334
Granted to Granite Creek	1,015
Reclassification of liability-classified warrants	1,834
Issuance of contingently issuable shares	(173)
Change in fair value	(1,759)
Warrant liability as of October 15, 2023	$	3,251

The change in fair value of the warrant is reported on a separate line item in the unaudited condensed consolidated statement of operations. Upon surrender of these warrants, the holder is entitled to purchase one share of the Company’s common stock at $0.01.

All outstanding warrants expire at the earlier of 10 years from the date of issuance (various dates during fiscal years 2024 through 2033) or upon consummation of an initial public offering by the Company or certain other company transactions and are exercisable as of October 15, 2023, excluding the contingently issuable warrants.

Warrants

As of April 30, 2023, April 24, 2022, and April 25, 2021, outstanding warrants were as follows:


Warrants	Number of Warrants	Weighted-Average Exercise Price
Outstanding at April 26, 2020	186,797	$	3.45
Outstanding at April 25, 2021	186,797	$	3.45
Exercised	(55,791)	1.00
Outstanding at April 24, 2022	131,006	$	4.49
Granted	386,119	0.20
Expired	(33,476)	1.00
Outstanding at April 30, 2023	483,649	$	1.31

In fiscal year 2023 the Company issued 267,000 warrants to Silverview Credit Partners LP, recorded at fair value in additional paid-in capital within the Consolidated Balance sheet of $1,712, net of issuance costs (see Note 9). Upon surrender of these warrants, the holder is entitled to purchase one share of the Company’s common stock at $0.01. Furthermore, in fiscal year 2023, the Company issued 7,500 warrants to another service provider with an exercise price of $10 per share and fair value of $10.

In April 2023, the Company also issued 111,619 warrants to Granite Creek Capital Partners LLC in connection with its equipment loan agreement. The lender has the right to require the Company to pay cash to repurchase all or any portion of the warrants or the shares of common stock issued under the warrants. The Company determined these warrants require liability classification in accordance with ASC 480, and as a result, recorded a warrant liability of $1,925 in other accrued liabilities (see Note 6). In determining fair value at issuance date on April 19, 2023, the Company utilized the intrinsic value valuation method using level 3 inputs consisting of the fair value of common stock as of April 30, 2023 less the exercise price of $0.01. The Company adjusts the warrants to fair value at each reporting period. Upon surrender of these warrants, the holder is entitled to purchase one share of the Company’s common stock at $0.01.

All outstanding warrants expire at the earlier of 10 years from the date of issuance (various dates during fiscal years 2024 through 2033) or upon consummation of an initial public offering by the Company or certain other company transactions and are exercisable as of April 30, 2023.

NOTE 6 — STOCKHOLDERS’ (DEFICIT) EQUITY

Preferred stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding.

Class A common stock — The Company is authorized to issue 240,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. On April 21, 2023, Class A stockholders redeemed 20,151,313 shares of Class A common stock subject to possible redemption in connection with the stockholder vote to approve the Company’s Extension Option. On April 21, 2023, the Sponsor converted 2,000,000 shares of Class B common stock into 2,000,000 shares of Class A common stock on a one-for-one basis. The 2,000,000 converted shares Class A common stock do not have any redemption features and do not participate in the income earned on the Trust Account. At September 30, 2023 and December 31, 2022, there were 2,000,000 and no shares of Class A common stock issued and outstanding, respectively, excluding 3,998,687 and 24,150,000 shares of Class A common stock subject to possible redemption, respectively.

Class B common stock — The Company is authorized to issue 60,000,000 shares of Class B common stock with a par value of $0.0001 per share. In March 2021, the Sponsor purchased 8,625,000 shares of Class B common stock for an aggregate purchase price of $25,000 and an aggregate of 142,500 of such shares Founder Shares were subsequently transferred to our independent directors, executive officers and special advisor and other third parties. On November 30, 2021, the Sponsor surrendered 1,725,000 shares of Class B common stock as a result of changes to the terms of the Initial Public Offering. On January 19, 2022, the Company issued an additional 345,000 shares of Class B common stock pursuant to a stock split for no additional consideration as a result of the upsize to the Company’s Initial Public Offering. Share amounts and related information have been retrospectively restated for the share surrender and stock split. On April 21, 2023, the Sponsor converted 2,000,000 shares of Class B common stock into 2,000,000 shares of Class A common stock on a one-for-one basis. Thus, as of September 30, 2023 and December 31, 2022, the Company presented 5,245,000 and 7,245,000 shares of Class B common stock issued and outstanding on the balance sheet, respectively.

With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our Initial Business Combination, except as required by law, holders of our Founder Shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. However, prior to the consummation of the Initial Business Combination, holders of the Class B common stock will have the right to elect all of the Company’s directors and may remove members of the board of directors for any reason.

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of an Initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of an Initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, subject to adjustment for stock splits, stock dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like, in the aggregate, on an as-converted basis, 23% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with an Initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in an Initial Business Combination and excluding any Private Placement Warrants issued to our Sponsor, its affiliates or any member of our management team upon conversion of Working Capital Loans.

NOTE 6 — STOCKHOLDERS’ (DEFICIT) EQUITY

Preferred stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2022 and 2021, there were no shares of preferred stock issued or outstanding.

Class A common stock — The Company is authorized to issue 240,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At December 31, 2022, there were no shares of Class A common stock issued and outstanding, excluding 24,150,000 shares of Class A common stock subject to possible redemption. At December 31, 2021, there were no shares of Class A common stock issued or outstanding.

Class B common stock — The Company is authorized to issue 60,000,000 shares of Class B common stock with a par value of $0.0001 per share. In March 2021, the Sponsor purchased 8,625,000 Founder Shares for an aggregate purchase price of $25,000 and an aggregate of 142,500 of such Founder Shares were subsequently transferred to our independent directors, executive officers and special advisor and other third parties. On November 30, 2021, the Sponsor surrendered 1,725,000 Founder Shares as a result of changes to the terms of the Initial Public Offering. On January 19, 2022, the Company issued an additional 345,000 shares of Class B common stock pursuant to a stock split for no additional consideration as a result of the upsize to the Company’s Initial Public Offering.

With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our initial business combination, except as required by law, holders of our Founder Shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. However, prior to the consummation of the Business Combination, holders of the Class B common stock will have the right to elect all of the Company’s directors and may remove members of the board of directors for any reason.

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, subject to adjustment for stock splits, stock dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like, in the aggregate, on an as-converted basis, 23% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and excluding any private placement warrants issued to our Sponsor, its affiliates or any member of our management team upon conversion of Working Capital Loans.

The entire disclosure for equity.

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UNAUDITED WARRANT LIABILITY	9 Months Ended	12 Months Ended
UNAUDITED WARRANT LIABILITY	Sep. 30, 2023	Dec. 31, 2022
WARRANT LIABILITY
WARRANT LIABILITY	NOTE 7 — WARRANT LIABILITY The Company accounts for the 23,985,000 warrants issued in connection with the Initial Public Offering (the 12,075,000 Public Warrants and the 11,910,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classifies each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such remeasurement, the warrant liability is adjusted to fair value, with the change in fair value recognized in the Company’s statements of operations. Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Accordingly, unless a unit holder purchases at least two Units, they will not be able to receive or trade a whole warrant. The Public Warrants will become exercisable on the later of (a) 12 months from the closing of the Initial Public Offering and (b) 30 days after the completion of an Initial Business Combination. The Company is not obligated to deliver any shares of Class A common stock pursuant to the exercise of a Public Warrant and has no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public Warrant is exercisable, and the Company is not obligated to issue any shares of Class A common stock upon exercise of a Public Warrant unless the share of Class A common stock issuable upon such Public Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Public Warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of an Initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the public warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of an Initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A common stock until the public warrants expire or are redeemed, as specified in the public warrant agreement; provided that if the Class A common stock is at the time of any exercise of a public warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their public warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the shares of Class A common stock issuable upon exercise of the public warrants is not effective by the 60th business day after the closing of an Initial Business Combination, public warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise public warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The redemption of the warrants is as follows: Redemption of warrants when the price per Class A common stock equals or exceeds $18.00. Once the public warrants become exercisable, the Company may redeem the Public Warrants: •in whole and not in part; •at a price of $0.01 per warrant; •upon not less than 30 days’ prior written notice of redemption to each warrant holder; and •if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three 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 warrants when the price per Class A common stock equals or exceeds $10.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants: •in whole and not in part; •at $0.10 per warrant •upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A common stock; •if, and only if, the last reported sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like) for any 20 trading days within the 30-trading day period ending three trading days before the Company send the notice of redemption to the warrant holders; and •if the closing price of the Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share, the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of an Initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an Initial Business Combination on the date of the consummation of an Initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the shares of Class A common stock during the 20-trading day period starting on the trading day prior to the day on which the Company consummates an Initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price and the “Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00” described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above under “Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants will be identical to the Public Warrants included in the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees (except for a number of shares of Class A common stock as described above under Redemption of warrants for Class A common stock). If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants.	NOTE 7 — WARRANT LIABILITY The Company accounts for the 23,985,000 warrants issued in connection with the Initial Public Offering (the 12,075,000 Public Warrants and the 11,910,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classifies each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability is adjusted to fair value, with the change in fair value recognized in the Company’s statements of operations. Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional warrants were issued upon separation of the Units and only whole warrants will trade. Accordingly, unless a unit holder purchased at least two Units, they will not be able to receive or trade a whole warrant. The Public Warrants will become exercisable on the later of (a) 12 months from the closing of the Initial Public Offering and (b) 30 days after the completion of a Business Combination. The Company is not obligated to deliver any shares of Class A common stock pursuant to the exercise of a Public Warrant and has no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public Warrant is exercisable, and the Company is not obligated to issue any shares of Class A common stock upon exercise of a Public Warrant unless the share of Class A common stock issuable upon such Public Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Public Warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the public warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A common stock until the public warrants expire or are redeemed, as specified in the public warrant agreement; provided that if the Class A common stock is at the time of any exercise of a public warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their public warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the shares of Class A common stock issuable upon exercise of the public warrants is not effective by the 60th business day after the closing of a Business Combination, public warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise public warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The redemption of the warrants is as follows: Redemption of warrants when the price per Class A common stock equals or exceeds $18.00. Once the public warrants become exercisable, the Company may redeem the Public Warrants: •in whole and not in part; •at a price of $0.01 per warrant; •upon not less than 30 days’ prior written notice of redemption to each warrant holder; and •if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three 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 warrants when the price per Class A common stock equals or exceeds $10.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants: •in whole and not in part; •at $0.10 per warrant •upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A common stock; •if, and only if, the last reported sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like) for any 20 trading days within the 30-trading day period ending three trading days before the Company send the notice of redemption to the warrant holders; and •if the closing price of the Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share, the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price and the “Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00” described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above under “Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants will be identical to the Public Warrants included in the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees (except for a number of shares of Class A common stock as described above under Redemption of warrants for Class A common stock). If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants.

UNAUDITED COMMITMENTS AND CONTINGENCIES	5 Months Ended	9 Months Ended	12 Months Ended
UNAUDITED COMMITMENTS AND CONTINGENCIES	Oct. 15, 2023	Sep. 30, 2023	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies The Company is subject to certain legal proceedings and claims that arise in the ordinary course of business, including claims alleging violations of federal and state law regarding workplace and employment matters, discrimination, slip-and-fall and other customer-related incidents, and similar matters. While it is not feasible to predict the outcome of all proceedings and exposures with certainty, management believes that their ultimate disposition should not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. Commitments and Contingencies The Company is subject to certain legal proceedings and claims that arise in the ordinary course of business, including claims alleging violations of federal and state law regarding workplace and employment matters, discrimination, slip-and-fall and other customer-related incidents, and similar matters. While it is not feasible to predict the outcome of all proceedings and exposures with certainty, management believes that their ultimate disposition should not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.	NOTE 8 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale. The holders will have the right to require us to register for resale these securities pursuant to a shelf registration under Rule 415 under the Securities Act. The holders of a majority of these securities will also be entitled to make up to three demands, plus short form registration demands, that we register such securities. In addition, the holders will be entitled to certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our Initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriter Agreement The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 3,150,000 additional Units to cover over-allotments at the Initial Public Offering price less the underwriting discount. The underwriters exercised the over-allotment option in full on January 24, 2022. The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $4,830,000 in the aggregate, paid upon the closing. In addition, the underwriters are entitled to a deferred fee of $0.40 per Unit, or $9,660,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement. On June 22, 2023, the Company and the underwriter entered into an agreement to reduce the deferred underwriter commission payable upon consummation of the Initial Business Combination from $9,660,000 to $3,622,500. In the event the funds available in the Trust Account upon the consummation of the Initial Business Combination are insufficient to pay the underwriter for the deferred underwriter commission, the Company will pay the underwriter, in cash, upon consummation of the Initial Business Combination, as a capital markets advisory fee, an amount equal to the difference between the deferred underwriting commission actually paid to the underwriter and $3,622,500 such that their total compensation from the deferred underwriting commission plus the capital markets advisory fee equals $3,622,500. As such, the Company has reduced the deferred underwriter fee payable on its condensed consolidated balance sheets to $3,622,500 as of September 30, 2023. Placement Agent Agreement On June 19, 2023, the Company engaged William Blair & Company, L.L.C. (“William Blair”) as co-placement agent with BTIG, LLC (“BTIG”) (together, the “Placement Agents”) in connection with the Company’s Initial Business Combination. If the Initial Business Combination is consummated, William Blair will be paid a success fee of $4,000,000. In the event a securities offering is consummated, the Company will pay the Placement Agents an aggregate placement fee of 5.00% of the total transaction consideration. No amounts have been accrued for as of September 30, 2023 as they are contingent on the consummation of the Initial Business Combination and securities offering. Business Combination Agreement On June 23, 2023 the Company announced that the Company, Merger Sub and Pinstripes, Inc., a Delaware corporation (“Pinstripes”), had entered into a Business Combination Agreement, dated as of June 22, 2023 (the “Pinstripes Agreement”). Pinstripes, Merger Sub and the Company are collectively referred to herein as the “Parties.” Pinstripes is an experiential dining and entertainment brand combining bistro, bowling, bocce and private event space. Pursuant to the Pinstripes Agreement, it is anticipated that (a) Merger Sub shall merge with and into Pinstripes (the “Merger”), with Pinstripes being the surviving corporation of the Merger (Pinstripes, in its capacity as the surviving company of the Merger, the “Post-Business Combination Surviving Company”), and as a result of which the Post-Business Combination Surviving Company will become a wholly owned subsidiary of the Company. The Merger and the other transactions contemplated by the Pinstripes Agreement are hereinafter referred to as the “Business Combination”. The Company initially filed a Registration Statement on Form S-4 with respect to the Business Combination with the SEC on September 11, 2023 and the Company anticipates that the Business Combination will close in the fourth quarter of 2023, following the receipt of the required approval by the Company’s stockholders and the fulfillment or waiver of other closing conditions. In accordance with the terms and subject to the conditions of the Pinstripes Agreement, at the effective time of the Merger, each outstanding share of common stock, par value $0.01 of Pinstripes (the “Pinstripes Common Stock”) (including shares of Pinstripes Common Stock resulting from the conversion of preferred stock of Pinstripes and excluding Dissenting Shares (as defined in the Pinstripes Agreement), any cancelled treasury shares and shares of Pinstripes Common Stock issued in connection with the conversion of the Series I Convertible Preferred Stock (as defined in the Pinstripes Agreement)) will be cancelled and extinguished and converted into the right to receive the number of shares of common stock, par value $0.0001 per share of the Company (the “Company Common Stock”) determined in accordance with the Pinstripes Agreement based on a pre-money equity value of Pinstripes of $429,000,000 and a price of $10 per share of Company Common Stock. The Series I Convertible Preferred Stock of Pinstripes will be converted into Pinstripes Common Stock immediately prior to the closing of the Business Combination (the “Closing”) and, at the effective time of the Merger, such resulting shares of Pinstripes Common Stock will be cancelled and extinguished and converted into the right to receive the number of shares of Company Common Stock determined in accordance with the Pinstripes Agreement based on an exchange ratio of 2.5 shares of Company Common Stock for each share of Pinstripes Common Stock resulting from the conversion of the Series I Preferred Stock of Pinstripes immediately prior to the Closing. On September 26, 2023, the Company, Merger Sub Inc., and Pinstripes entered into the Amended and Restated Business Combination Agreement, which amends and restates the Pinstripes Agreement (as so amended and restated, the “Amended Pinstripes Agreement”). Pursuant to the Amended Pinstripes Agreement: (a) the Company and Pinstripes revised the definition of “Equity Value”, from $429,000,000 to $379,366,110 and (b) the Company shall provide holders of common stock of Pinstripes prior to the closing of the Business Combination with an aggregate of 5 million shares of Class B common stock of the post-closing combined company, which shall be subject to certain vesting and forfeiture conditions and restrictions on transfer as implemented by the issuance of 2,500,000 shares of Series B-1 common stock of the post-closing combined company, par value $0.0001 per share and 2,500,000 shares of Series B-2 common stock of the post-closing combined company, par value $0.0001 per share, which shall convert into shares of Company Common Stock upon the satisfaction of certain vesting conditions (the “Earnout Shares”). The Earnout Shares shall be subject to vesting conditions and forfeiture as follows: (i) 50% of the Earnout Shares shall be issued as Series B-1 common stock of the post-closing combined company and shall vest and no longer be subject to forfeiture if the volume weighted average share price of the Company Common Stock equals or exceeds $12.00 per share for any 20 trading days within any consecutive 30-trading day period commencing five months after the closing of the Business Combination and (ii) 50% of the Earnout Shares shall be issued as shares of Series B-2 common stock of the post-closing combined company and shall vest and no longer be subject to forfeiture if the volume weighted average share price of the Company Common Stock equals or exceeds $14.00 per share for any 20 trading days within any consecutive 30-trading day period commencing five months after the closing of the Business Combination. Bridge Financing On June 22, 2023, concurrently with the execution of the Pinstripes Agreement, affiliates of the Sponsor entered into a securities purchase agreement with Pinstripes to provide $18.0 million of bridge financing in the form of Series I Convertible Preferred Stock of Pinstripes (the “Bridge Financing”). Since the initial closing of the Bridge Financing, affiliates of the Sponsor have provided $3,266,200 of additional financing to Pinstripes in the form of Series I Convertible Preferred Stock of Pinstripes. The shares of Series I Convertible Preferred Stock received by such affiliates will convert, pursuant to the terms of the Pinstripes Agreement, into shares of Company Common Stock in connection with the consummation of the Business Combination. Sponsor Letter Agreement On June 22, 2023, concurrently with the execution of the Pinstripes Agreement, the Company, the Sponsor, George Courtot, Bruce Lubin, Otis Carter, Kimberley Annette Rimsza, Matt Jaffee and Brett Biggs amended that certain letter agreement, dated as of January 19, 2022, by and among the Company and the parties thereto, and Pinstripes joined as a party to such letter agreement (the “Amended Sponsor Letter Agreement”), to take into account entry into the Pinstripes Agreement. The Amended Letter Agreement is included as Exhibit 10.1 hereto. Registration Rights Agreement At the closing of the Business Combination, it is anticipated that the Company, the Sponsor Parties and certain equityholders of Pinstripes will enter into an Amended and Restated Registration Rights Agreement, pursuant to which, among other things, the parties thereto will be granted customary registration rights with respect to shares of the post-Business Combination company. Security Holder Support Agreement On June 22, 2023, concurrently with the execution of the Pinstripes Agreement, the Company, Pinstripes and certain security holders of Pinstripes entered into security holder support agreements with respect to the Business Combination (the “Security Holder Support Agreement”). The Security Holder Support Agreement is included as Exhibit 10.2 hereto. Lockup Agreement On June 22, 2023, concurrently with the execution of the Pinstripes Agreement, the Company, Pinstripes and certain security holders of Pinstripes (the “Pinstripes Security Holders”) entered into a lockup agreement with respect to the Business Combination (the “Lockup Agreement”). The Lockup Agreement is included as Exhibit 10.3 hereto. Director Designation Agreement At the closing of the Business Combination, it is anticipated that the Company and Mr. Dale Schwartz will enter into Director Designation Agreement (the “Director Designation Agreement”). The form of the Director Designation Agreement is included as Exhibit 10.4 hereto. Non-Redemption Agreements The Company and the Sponsor entered into certain non-redemption agreements with certain unaffiliated third parties, pursuant to which the Sponsor agreed to transfer an aggregate of 1,018,750 shares of Class B common stock to such third parties immediately following consummation of an Initial Business Combination in exchange for the non-redemption of 4,075,000 shares of Class A common stock. The Company estimated the aggregate fair value of such 1,018,750 shares of Class B common stock transferable to certain unaffiliated third parties pursuant to the non-redemption agreements to be $893,000 or approximately $0.88 per share. The excess fair value of such Class B common stock, or $892,911, was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A (“SAB Topic 5A”). Accordingly, in substance, it was recognized by the Company as a capital contribution by the affiliates of the Sponsor to induce the unaffiliated third parties not to redeem their Class A common stock, with a corresponding charge to additional paid-in capital to recognize the fair value of the Class B common stock subject to transfer as an offering cost.	NOTE 8 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale. The holders will have the right to require us to register for resale these securities pursuant to a shelf registration under Rule 415 under the Securities Act. The holders of a majority of these securities will also be entitled to make up to three demands, plus short form registration demands, that we register such securities. In addition, the holders will be entitled to certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriter Agreement The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 3,150,000 additional Units to cover over-allotments at the Initial Public Offering price less the underwriting discount. The underwriters exercised the over-allotment option in full on January 24, 2022. The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $4,830,000 in the aggregate, paid upon the closing. In addition, the underwriters are entitled to a deferred fee of $0.40 per Unit, or $9,660,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

UNAUDITED FAIR VALUE MEASUREMENTS

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 9 — FAIR VALUE MEASUREMENTS

Recurring Fair Value Measurements

At September 30, 2023, the Company’s warrant liability was valued at $4,353,613. Under the guidance in ASC 815-40, the Public Warrants and the Private Placement Warrants do not meet the criteria for equity treatment. As such, the Public Warrants and the Private Placement Warrants must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each remeasurement, the

valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations.

The following table presents fair value information as of September 30, 2023, of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the private warrant liability is classified within Level 3 of the fair value hierarchy. The Company transferred the fair value of Public Warrants from a Level 3 measurement to a Level 1 measurement as a result of the Public Warrants detaching from the Units and becoming separately tradable:


	Public Warrants		Private Placement Warrants		Total Level 3 Financial Instruments
Derivative warrant liabilities at December 31, 2022	$	—	$	298,000	$	298,000
Change in fair value	—		240,000		240,000
Level 3 derivative warrant liabilities at March 31, 2023	—		538,000		538,000
Change in fair value	—		2,082,000		2,082,000
Level 3 derivative warrant liabilities at June 30, 2023	—		2,620,000		2,620,000
Change in fair value	—		(458,000)		(458,000)
Level 3 derivative warrant liabilities at September 30, 2023	$	—	$	2,162,000	$	2,162,000

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis at September 30, 2023:


	(Level 1)		(Level 2)		(Level 3)
Assets
Treasury securities held in trust account	$	42,423,610	$	—	$	—
Liabilities
Public Warrants	$	2,191,613	$	—	$	—
Private Placement Warrants	$	—	$	—	$	2,162,000

The following table presents the changes in the fair value of derivative warrant liabilities for the three and nine months ended September 30, 2023:


	Public Warrants		Private Placement Warrants		Warrant Liability
Derivative warrant liabilities as of December 31, 2022	$	301,875	$	298,000	$	599,875
Change in fair value	212,520		240,000		452,520
Derivative warrant liabilities as of March 31, 2023	514,395		538,000		1,052,395
Change in fair value	2,142,105		2,082,000		4,224,105
Derivative warrant liabilities as of June 30, 2023	2,656,500		2,620,000		5,276,500
Change in fair value	(464,888)		(458,000)		(922,888)
Derivative warrant liabilities as of September 30, 2023	$	2,191,613	$	2,162,000	$	4,353,616

Measurement

The Company established the initial fair value for the warrants on January 24, 2022, the date of the consummation of the Company’s Initial Public Offering. The Company used a Monte Carlo simulation model to value the warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one-half of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B common stock, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to shares of Class A common stock subject to possible redemption (temporary equity), Class A common stock (permanent equity) and Class B common stock (permanent equity) based on their relative fair values at the initial measurement date.

The key inputs into the Monte Carlo simulation model formula were as follows at September 30, 2023:


Input	Class B Common Stock
Common stock price	$	10.53
Exercise price	$	11.50
Risk-free rate of interest	4.55		%
Volatility	0.001		%
Term	5.17
Value of one warrant	$	0.182
Dividend yield	0.000		%

On March 10, 2022, the Public Warrants detached from the Units and are separately tradable (NYSE: BYN.WS). As such, the fair value of the Public Warrants as of September 30, 2023, is based on the price of the Public Warrants at market close.

The key inputs into the Monte Carlo simulation model formula were as follows at January 24, 2022:


	January 24, 2022
Input	Public Warrants			Private Warrants
Common stock price	$	9.69		$	9.69
Exercise price	$	11.50		$	11.50
Risk-free rate of interest	1.61		%	1.61		%
Volatility	10.85		%	10.86		%
Term	6.00			6.00
Value of one warrant	$	0.62		$	0.62
Dividend yield	0.00		%	0.00		%

Non-recurring Fair Value Measurements

In April 2023, the Company entered into non-redemption agreements with certain unaffiliated third parties (see Note 8). The Company accounts for the excess fair value of the Class B shares that will be transferred from the Sponsor to the unaffiliated third parties upon the consummation of the Initial Business Combination as an offering cost and a capital contribution by the Sponsor in accordance with SAB Topic 5A. The Company estimated the fair value of the 1,018,750 transferrable shares Class B common stock at $893,000, or $0.88 per share.

The fair value of the Class B shares was determined by multiplying the underlying stock price of the Company’s Class A common stock by the estimated probability of the Initial Business Combination and applying a discount for lack of marketability. The Company utilized April 12, 2023 as the measurement date which reflects the execution date of the majority of non-redemption agreements.

The following are the key inputs into the calculation at the measurement date:


Input	Private Warrants
Common stock price	$	10.41
Estimated probability of the Initial Business Combination	10.00		%
Volatility	40.00		%
Risk-free rate	4.25		%
Time to expiration	1.50

NOTE 9 — FAIR VALUE MEASUREMENTS

At December 31, 2022, the Company’s warrant liability was valued at $599,875. Under the guidance in ASC 815-40, the Public Warrants and the Private Placement Warrants do not meet the criteria for equity treatment. As such, the Public Warrants and the Private Placement Warrants must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations.

The following table presents fair value information as of December 31, 2022, of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s warrant liability is based on

a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the private warrant liability is classified within Level 3 of the fair value hierarchy. The Company transferred the fair value of Public Warrants from a Level 3 measurement to a Level 1 measurement as a result of the Public Warrants detaching from the Units and becoming separately tradable:


	Public Warrants		Private Placement Warrants		Total Level 3 Financial Instruments
Derivative warrant liabilities at March 10, 2021 (inception)	$	—	$	—	$	—
Initial fair value at issuance	7,498,575		7,405,638		14,904,213
Transfer public warrant liability to Level 1 measurement	(7,498,575)		—		(7,498,575)
Change in fair value	—		(7,107,638)		(7,107,638)
Level 3 derivative warrant liabilities at December 31, 2022	$	—	$	298,000	$	298,000

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis at December 31, 2022:


	(Level 1)		(Level 2)		(Level 3)
Assets
Cash and marketable securities held in trust account	$	250,326,857	$	—	$	—
Liabilities
Public Warrants	$	301,875	$	—	$	—
Private Placement Warrants	$	—	$	—	$	298,000

The following table presents the changes in the fair value of derivative warrant liabilities for the twelve months ended December 31, 2022:


	Public Warrants		Private Placement Warrants		Warrant Liability
Derivative warrant liabilities as of January 1, 2022	$	—	$	—	$	—
Initial fair value of warrant liabilities at January 24, 2022	7,498,575		7,405,638		14,904,213
Change in fair value	(7,196,700)		(7,107,638)		(14,304,338)
Derivative warrant liabilities as of December 31, 2022	$	301,875	$	298,000	$	599,875

Measurement

The Company established the initial fair value for the warrants on January 24, 2022, the date of the consummation of the Company’s Initial Public Offering. The Company used a Monte Carlo simulation model to value the warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one-half of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B common stock, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to shares of Class A common stock subject to possible redemption (temporary equity), Class A common stock (permanent equity) and Class B common stock (permanent equity) based on their relative fair values at the initial measurement date.

The key inputs into the Monte Carlo simulation model formula were as follows at December 31, 2022:


	December 31, 2022
Input	Public Warrants			Private Warrants
Common stock price	$	—		$	10.21
Exercise price	$	—		$	11.50
Risk-free rate of interest	—		%	3.95		%
Volatility	—		%	0.00		%
Term	0			5.25
Value of one warrant	$	0.03		$	0.03
Dividend yield	—		%	0.00		%

During the twelve ended December 31, 2022, the Public Warrants detached from the Units and are separately tradable (NYSE: BYN.WS). As such, the fair value of the Public Warrants as of December 31, 2022 is based on the price of the Public Warrants at market close.

The key inputs into the Monte Carlo simulation model formula were as follows at January 24, 2022:


	January 24, 2022
Input	Public Warrants			Private Warrants
Common stock price	$	9.69		$	9.69
Exercise price	$	11.50		$	11.50
Risk-free rate of interest	1.61		%	1.61		%
Volatility	10.85		%	10.86		%
Term	6.00			6.00
Value of one warrant	$	0.62		$	0.62
Dividend yield	0.00		%	0.00		%

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

UNAUDITED INCOME TAX

5 Months Ended

12 Months Ended

Oct. 15, 2023

Dec. 31, 2022

Income Tax Disclosure [Abstract]

INCOME TAX

Income Taxes

The Company's full pretax income (loss) for the twelve weeks and twenty-four weeks ended October 15, 2023 and October 9, 2022 was from U.S. domestic operations. Our effective tax rate ("ETR") from continuing operations was (0.8)% and 0% for the twelve and twenty-four weeks ended October 15, 2023, and (1.5)% and 5.4% for the twelve and twenty-four weeks ended October 9, 2022, respectively, and consists of state income taxes. There were no significant discrete items recorded for the twelve weeks and twenty-four weeks ended October 15, 2023 and October 9, 2022, respectively.

Income Taxes

The components of income tax expense are as follows:


	Fiscal Year Ended
	April 30, 2023		April 24, 2022		April 25, 2021
Current:
State and local	$	192	$	38	$	13
Total current	192		38		13
Income tax expense	$	192	$	38	$	13

The income tax provision attributable to net income (loss) differed from the amounts computed by applying the U.S. federal income tax rate of 21% to income (loss) before income tax for the years ended April 30, 2023, April 24, 2022, and April 25, 2021 due to the following (in thousands):


	Fiscal Year Ended
	April 30, 2023		April 24, 2022		April 25, 2021
U.S. federal provision at statutory tax rate	$	(1,540)	$	(2,075)	$	(6,297)
State income taxes, net of federal benefit	(711)		(762)		(1,387)
Permanent differences	102		140		148
PPP loan forgiveness	(1,755)		(573)		—
Stock compensation	(12)		(2)		(29)
Tax credits	(157)		(361)		(255)
Change in valuation allowance	4,265		3,671		7,833
Income tax expense	$	192	$	38	$	13

The effective tax rate for the years ended April 30, 2023, April 24, 2022, April 25, 2021 was approximately –2.6%, 0.4%, and 0%, respectively.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax assets and liabilities at April 30, 2023 and April 24, 2022 are as follows (in thousands):


	April 30, 2023		April 24, 2022
Deferred tax assets:
Accrued occupancy costs	$	—	$	597
Amount due to customers	1,474		1,657
Operating lease liabilities	28,481		25,785
Section 163(j) limitation	1,481		1,017
Net operating losses	14,961		9,069
Tax credits	4,328		4,171
Other accrued liabilities	97		54
Stock compensation	271		223
Property and equipment - State	2,002		2,625
Property and equipment - Federal	—		8,905
Other	3		3
Deferred tax assets	53,098		54,106
Valuation allowance	(43,021)		(38,756)
Net deferred tax assets	$	10,077	$	15,350

Deferred tax liabilities:
Property and equipment	$	(4,599)	$	—
Operating lease right-of-use assets	(5,478)		(15,350)
Total deferred tax liabilities	(10,077)		(15,350)
Net deferred tax liabilities	$	—	$	—

As of April 30, 2023, the Company had federal and state net operating loss (NOL) carryforwards of $61.4 million and $61.3 million, respectively, resulting in an NOL deferred tax asset of $15.0 million.

The federal NOLs generated prior to 2018 of $15.1 million, expire at various times between 2029 and 2038. The federal NOLs generated post tax reform (beginning in 2018) of $46.3 million can be carried forward indefinitely.

As of April 30, 2023, the Company generated $61.3 million in state NOLs, and this amount is subject to various carryforward periods; the state NOLs will expire at various times between 2024 and 2043.

The Company recorded a valuation allowance to reflect the estimated amount of certain U.S. and state deferred tax assets that, more likely than not, will not be realized. In making such a determination, the Company evaluates a variety of factors including the Company's operating history, accumulated deficit, and the existence of taxable or deductible temporary differences and reversal periods. The net change in total valuation allowance for the years ended April 30, 2023, April 24, 2022 and April 25, 2021, was an increase of $4.3 million, $3.7 million and $7.8 million, respectively. The fiscal year 2023 and fiscal year 2022 valuation allowance movements were both driven primarily by U.S. and state NOL and credit carryforwards that are not expected on a more likely than not basis to be realized.

The Company recognizes the benefit of tax positions taken or expected to be taken in its tax returns in the consolidated financial statements when it is more likely than not that the position will be sustained upon examination by authorities. Recognized tax positions are measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon settlement. As of years ended April 30, 2023 and April 24, 2022, the Company recorded no accrual for unrecognized tax benefits.

The Company classifies interest expense and penalties related to the underpayment of income taxes in the consolidated financial statements as income tax expense. As of fiscal years ended April 30, 2023 and April 24, 2022, the Company recorded no accrued interest and penalties related to unrecognized tax benefits due to available income tax attribute carryforwards.

The Company files U.S. federal and various state income tax returns. In the normal course of business, the Company is subject to examination by taxing authorities. The Company is subject to tax examination in the U.S., various states and for the tax years 2019 to the present for federal, and 2019 to present for states. However, the taxing authorities may continue to examine the Company's federal and state net operating loss carryforwards until the statute of limitations closes on the tax years in which the federal and state net operating losses are utilized.

NOTE 10 — INCOME TAX

The Company’s net deferred tax assets at December 31, 2022 and 2021 is as follows:


	December 31,
	2022		2021
Deferred tax assets
Capitalized start-up costs	$	329,224	$	4,009
Net operating loss carryforwards	—		2,334
Total deferred tax assets	329,224		6,343
Valuation allowance	(317,149)		(6,343)
Deferred tax liabilities
Accrued expenses & other	(12,075)		—
Total deferred tax liabilities	(12,075)		—
Net deferred tax assets	$	—	—

The components of the income tax provision for the years ended December 31, 2022 and 2021 is as follows:


	December 31,
	2022		2021
Current expense
Federal	$	783,546	—
State	—		—
Deferred benefit
Federal	(312,476)		(4,673)
State	1,670		(1,670)
Change in Valuation Allowance	310,806		6,343
Income tax expense	$	783,546	—

As of December 31, 2022, the Company has no state or federal net operating loss carryforwards.

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2022, and for the period from March 10, 2021 (inception) through December 31, 2021, the change in the valuation allowance was $310,806 and $6,343, respectively.

A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021is as follows:


	December 31,
	2022		2021
Statutory U.S. federal income tax rate	21.00	%	21.00	%
Change in fair value of warrant liabilities	(18.15)	%	0.00	%
State taxes, net of federal tax benefit	(0.01)	%	7.51	%
Change in valuation allowance	1.88	%	(28.51)	%
Income tax provision	4.74	%	0.00	%

The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to changes in state taxes, net of federal tax benefit, and the recording of full valuation allowances on deferred tax assets.

The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns since inception remain open and subject to examination. The Company considers Delaware to be a significant state tax jurisdiction.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	5 Months Ended	9 Months Ended	12 Months Ended
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	Oct. 15, 2023	Sep. 30, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	Nature of Business Pinstripes, Inc. (“Pinstripes”, the "Company", “we”, “us, or “our”) was formed for the purpose of operating and expanding a unique entertainment and dining concept. The Company has 13 locations in nine states and generates revenue primarily from the sale of food, beverages, bowling, bocce, and hosting private events. The Company operates its business as one operating and one reportable segment.	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Banyan Acquisition Corporation (the “Company”) is a blank check company incorporated in Delaware on March 10, 2021. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Initial Business Combination”). As of September 30, 2023, the Company had not commenced any operations. All activity for the period from March 10, 2021 (inception) through September 30, 2023, relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and pursuit of an Initial Business Combination. The Company will not generate any operating revenues until after the completion of an Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of unrealized gains and interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. Panther Merger Sub Inc. is a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”) with no activity. Financing The registration statement for the Company’s Initial Public Offering was declared effective on January 19, 2022. On January 24, 2022, the Company consummated its Initial Public Offering of 24,150,000 Units (the “Units”), each of which consisted of one-half of one redeemable warrant and one share of Class A common stock (the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $241,500,000, which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 11,910,000 Private Placement Warrants (the “Private Placement Warrants”) to Banyan Acquisition Sponsor LLC (the “Sponsor”), BTIG, LLC and I-Bankers Securities, Inc., at an exercise price of $1.00 per Private Placement Warrant, for an aggregate of $11,910,000. Following the closing of the Initial Public Offering on January 24, 2022, $246,330,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”), located in the United States which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of an Initial Business Combination, (ii) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination by December 24, 2023 (the “Combination Period”). At a reconvened special meeting of stockholders held on April 21, 2023 (the “Special Meeting”), the Company’s stockholders approved, and the Company subsequently adopted, (x) an amendment to the Company’s amended and restated certificate of incorporation (the “Charter Amendment”), which provided that (i) the Company shall have the option to extend the period by which it must complete an Initial Business Combination by eight months, from April 24, 2023 to December 24, 2023 (the “Extension Option”), and (ii) that each of the holders of shares of the Company’s Class B common stock shall have the right at any time to convert any and all of their shares of the Company’s Class B common stock to shares of the Company’s Class A common stock on a one-for-one basis prior to the closing of an Initial Business Combination, at the election of such holder and (y) an amendment to the Investment Management Trust Agreement (the “Trust Amendment”), which provided that the Company shall have the right to extend the period by which it must complete an Initial Business Combination by eight months, from April 24, 2023 to December 24, 2023, without having to make any payment to the Trust Account. Additionally, in connection with the Special Meeting, the Company and the Sponsor entered into certain non-redemption agreements with certain unaffiliated third parties, pursuant to which the Sponsor agreed to transfer an aggregate of 1,018,750 shares of Class B common stock to such third parties immediately following consummation of an Initial Business Combination if such third parties continued to hold certain amounts of Class A common stock through the closing of the Special Meeting and assuming the Charter Amendment and the Trust Amendment were adopted. In connection with the stockholders’ vote at the Special Meeting, holders of 20,151,313 shares of Class A common stock exercised their right to redeem their shares for cash at an approximate price of $10.42 per share, which resulted in an aggregate payment to such redeeming holders of $210,031,815. As of September 30, 2023 (and inclusive of the payment referenced in the preceding sentence), the Trust Account balance was $42,423,610. The Charter Amendment and the Trust Amendment received the requisite votes at the Special Meeting and were subsequently adopted by the Company. On April 21, 2023, the Company filed the Charter Amendment with the Secretary of State for the State of Delaware. On April 21, 2023, the Company exercised the Extension Option, extending the time allotted to complete an Initial Business Combination by eight months, from April 24, 2023 to December 24, 2023. On April 21, 2023, pursuant to the terms of the Charter Amendment, the Sponsor converted 2,000,000 shares of Class B common stock held by it on a one-for-one basis into shares of Class A common stock with immediate effect. Following such conversion and taking into account the redemptions described above, there are 5,998,687 shares of Class A common stock issued and outstanding and 5,245,000 shares of Class B common stock issued and outstanding as of the date hereof. Risks and Uncertainties In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements, and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from whom shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. On April 21, 2023, the Company’s stockholders redeemed 20,151,313 Class A shares for a total of $210,031,815 in connection with the stockholder vote to approve the Company’s extension. The Company evaluated the classification and accounting of the stock redemption under ASC 450, “Contingencies”. ASC 450 states that when a loss contingency exists, the likelihood that the future events will confirm the loss or impairment of an asset or the incurrence of a liability can range from probable to remote. A contingent liability must be reviewed at each reporting period to determine appropriate treatment. The Company evaluated the current status and probability of completing an Initial Business Combination as of September 30, 2023 and determined that a contingent liability should be calculated and recorded. As of September 30, 2023, the Company recorded $2,100,318 of excise tax liability calculated as 1% of shares redeemed. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. Liquidity, Capital Resources and Going Concern As of September 30, 2023, the Company had $304,554 in operating cash and a working capital deficit of $6,289,130. The Company’s liquidity needs up to September 30, 2023, had been satisfied through a payment from the Sponsor of $25,000 for Class B common stock, par value $0.0001 per share (“Class B common stock” and shares thereof, “Founder Shares”), the Initial Public Offering and the issuance of the Private Placement Warrants. Additionally, the Company drew on unsecured promissory notes to pay certain offering costs (see Note 5). The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. Although no formal agreement exists, the Sponsor has agreed to extend Working Capital Loans as needed (defined in Note 5 below). Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction and reducing overhead expenses. The Company cannot provide any assurance that (i) new financing will be available to it on commercially acceptable terms, if at all, or (ii) its plans to consummate an Initial Business Combination will be successful. In addition, management is currently evaluating the impact of the Russia/Ukraine war and its effect on the Company’s financial position, results of its operations and/or search for a target company. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern through the end of the Combination Period on December 24, 2023. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.	NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Banyan Acquisition Corporation (the “Company”) is a blank check company incorporated in Delaware on March 10, 2021. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”). As of December 31, 2022, the Company had not commenced any operations. All activity for the period from March 10, 2021 (inception) through December 31, 2022 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and pursuit of a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of unrealized gains and interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. Financing The registration statement for the Company’s Initial Public Offering was declared effective on January 19, 2022. On January 24, 2022, the Company consummated its Initial Public Offering of 24,150,000 Units at $10.00 per Unit, generating gross proceeds of $241,500,000, which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 11,910,000 Private Placement Warrants (the “Private Placement Warrants”) to Banyan Acquisition Sponsor LLC (the “Sponsor”), BTIG, LLC and I-Bankers Securities, Inc., at an exercise price of $1.00 per Private Placement Warrant, for an aggregate of $11,910,000. Following the closing of the Initial Public Offering on January 24, 2022, $246,330,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”), located in the United States which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 15 months from January 24, 2022 (or up to 21 months from January 24, 2022 if the Company extends the time to complete a business combination) (the “Combination Period”), the closing of the Initial Public Offering. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. Liquidity, Capital Resources and Going Concern As of December 31, 2022, the Company had $510,893 in operating cash and a working capital deficit of $(454,877). Working capital deficit excludes amounts for marketable securities held in the Trust Account and the deferred underwriters fee payable. The Company’s liquidity needs up to December 31, 2022 had been satisfied through a payment from the Sponsor of $25,000 for Class B common stock, par value $0.0001 per share (“Class B common stock” and shares thereof, “Founder Shares”), the Initial Public Offering and the issuance of the Private Placement Warrants. Additionally, the Company drew on an unsecured promissory note to pay certain offering costs (see Note 5). The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. Although no formal agreement exists, the Sponsor has agreed to extend Working Capital Loans as needed (defined in Note 5 below). Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that (i) new financing will be available to it on commercially acceptable terms, if at all, or (ii) that its plans to consummate an initial Business Combination will be successful. In addition, management is currently evaluating the impact of the COVID-19 pandemic and its effect on the Company’s financial position, results of its operations and/or search for a target company. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern through the end of the Combination Period on April 24, 2023 (without extensions), at which point the Company will be subject to mandatory liquidation, which is within twelve months of the issuance of these financial statements. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Accounting Policies [Abstract]

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statement is prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering, as filed with the SEC on January 24, 2022, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on March 10, 2022 and the Company’s Annual Report filed on Form 10-K as filed with the SEC on March 31, 2023. The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any future periods.

The Company’s condensed financial statements are presented on a consolidated basis with Merger Sub, as it is a wholly owned subsidiary. Merger Sub does not have activity as of September 30, 2023.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other

public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $304,554 and $510,893 of operating cash and no cash equivalents as of September 30, 2023 and December 31, 2022, respectively.

Offering Costs

The Company complies with the requirements of the Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs are charged to stockholders’ equity or the statement of operations based on the relative value of the Public Warrants (as defined below) and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the Initial Public Offering. Accordingly, on January 24, 2022, offering costs totaled $15,147,955 (consisting of $4,830,000 of underwriting fees, $9,660,000 of deferred underwriting fees and $657,955 of actual offering costs, with $500,307 included in accumulated deficit as an allocation for the Public Warrants and the Private Placement Warrants, and $14,647,648 included in additional paid-in capital).

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed federally insured limits. Exposure to cash and cash equivalents credit risk is reduced by placing such deposits with major financial institutions and monitoring their credit ratings. At September 30, 2023, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Warrant Liability

The Company expects to account for warrants for the Company’s common stock that are not indexed to its own shares as liabilities at fair value on the balance sheet once issued. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) will be classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock includes certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. On April 21, 2023, the Company’s stockholders redeemed 20,151,313 Class A shares for a total of $210,031,815, resulting in 3,998,687 Class A shares outstanding subsequent to the redemptions. As of September 30, 2023 and December 31, 2022, there were 3,998,687 and 24,150,000 shares of Class A common stock subject to possible redemption issued or outstanding, respectively.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. On January 24, 2022, the Company recorded an accretion amount of $26,976,223, $4,528,638 of which was recorded in additional paid-in capital and $22,447,585 was recorded in accumulated deficit. The Company has subsequently recorded additional remeasurements of $6,125,425 and a reduction of $210,031,815 related to Class A stockholder redemptions to remeasure the value of Class A common stock subject to possible to redemption to its redemption value of $42,423,610 as of September 30, 2023.

Class A common stock subject to possible redemption is reflected on the condensed consolidated balance sheet at September 30, 2023 and December 31, 2022, as follows:


Gross proceeds from initial public offering	$	241,500,000
Less:
Fair value allocated to public warrants	(7,498,575)
Offering costs allocated to Class A common stock subject to possible redemption	(14,647,648)
Plus:
Remeasurement on Class A common stock subject to possible redemption	30,973,080
Class A common stock subject to possible redemption, December 31, 2022	250,326,857
Remeasurement on Class A common stock subject to possible redemption	813,105
Class A common stock subject to possible redemption, March 31, 2023	251,139,962
Redemption of Class A common stock	(210,031,815)
Remeasurement on Class A common stock subject to possible redemption	1,082,415
Class A common stock subject to possible redemption, June 30, 2023	42,190,562
Remeasurement on Class A common stock subject to possible redemption	233,048
Class A common stock subject to possible redemption, September 30, 2023	$	42,423,610

Income Taxes

The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under the asset and liability method, as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liability is settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the operation of statement in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the

deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. There were no unrecognized tax benefits as of September 30, 2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Internal Revenue Service charged the Company a $30,821 penalty for failure to pay proper estimated 2022 taxes. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next 12 months.

Net Income (Loss) Per Share of Common Stock

Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Shares of common stock subject to possible redemption at September 30, 2023, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income (loss) per common stock since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not included the Public Warrants and the Private Placement Warrants in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events, and the inclusion of such warrants would be anti-dilutive. As a result, diluted net income (loss) per share of common stock is the same as basic net income (loss) per share of common stock for the periods presented.

The Company’s statement of operations includes a presentation of net income (loss) per share of common stock subject to possible redemption and allocates the net income (loss) into the two classes of shares in calculating net income (loss) per common stock, basic and diluted. For redeemable Class A common stock, net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average number of shares of Class A common stock subject to possible redemption outstanding since original issuance. For non-redeemable Class A and Class B common stock, net income (loss) per share is calculated by dividing the net income (loss) by the weighted average number of shares of non-redeemable Class A and Class B common stock outstanding for the period. Non-redeemable Class A common stock includes 2,000,000 of Class B common stock that the Company converted on a one-for one basis into Class A common stock on April 21, 2023 (see Note 6), as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. Non-redeemable Class B common stock includes the Founder Shares, as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. As of September 30, 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company.

The following table reflects the calculation of basic and diluted net loss per share of common stock (in dollars, except per share amounts):


	For the Three Months Ended September 30,
	2023		2022
Class A common stock subject to possible redemption
Numerator: (Loss) income attributable to Class A common stock subject to possible redemption
Net (loss) income	$	(38,672)	$	1,754,851
Denominator: Weighted average Class A common stock subject to possible redemption	(38,672)		1,754,851
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption	3,998,687		24,150,000
Basic and diluted net (loss) income per share, Class A common stock subject to possible redemption	$	(0.01)	$	0.07

Non-Redeemable Class A and Class B common stock
Numerator: Net (loss) income
Net (loss) income	$	(70,066)	$	526,455
Denominator: Weighted average non-redeemable Class A and Class B common stock	(70,066)		526,455
Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B common stock	7,245,000		7,245,000
Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock	$	(0.01)	$	0.07


	For the Nine Months Ended September 30,
	2023		2022
Class A common stock subject to possible redemption
Numerator: Income attributable to Class A common stock subject to possible redemption
Net (loss) income	$	(3,369,552)	$	9,923,259
Denominator: Weighted average Class A common stock subject to possible redemption	(3,369,552)		9,923,259
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption	12,192,078		22,115,385
Basic and diluted net (loss) income per share, Class A common stock subject to possible redemption	$	(0.28)	$	0.45

Non-Redeemable Class A and Class B common stock
Numerator: Net (loss) income
Net (loss) income	$	(2,002,317)	$	3,250,859
Denominator: Weighted average non-redeemable Class A and Class B common stock	(2,002,317)		3,250,859
Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B common stock	7,245,000		7,245,000
Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock	$	(0.28)	$	0.45

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board issued ASU No. 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. We are currently assessing the impact, if any, that ASU 2020-06 would have on our financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”).

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make

comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $510,893 and $54,057 of operating cash and no cash equivalents as of December 31, 2022 and 2021, respectively.

Offering Costs

The Company complies with the requirements of the Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs are charged to stockholders’ equity or the statement of operations based on the relative value of the Public Warrants (as defined below) and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the Initial Public Offering. Accordingly, on January 24, 2022, offering costs totaled $15,147,955 (consisting of $4,830,000 of underwriting fees, $9,660,000 of deferred underwriting fees and $657,955 of actual offering costs, with $500,307 included in accumulated deficit as an allocation for the Public Warrants and the Private Placement Warrants, and $14,647,648 included in additional paid-in capital).

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed federally insured limits. Exposure to cash and cash equivalents credit risk is reduced by placing such deposits with major financial institutions and monitoring their credit ratings. At December 31, 2022, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Warrant Liability

The Company expects to account for warrants for the Company’s common stock that are not indexed to its own shares as liabilities at fair value on the balance sheet once issued. The warrants are subject to remeasurement at each

balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) will be classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock includes certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. As of December 31, 2022 and 2021, there were 24,150,000 and zero shares of Class A common stock subject to possible redemption issued or outstanding, respectively.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. On

January 24, 2022, the Company recorded an accretion amount of $26,976,223, $4,528,638 of which was recorded in additional paid-in capital and $22,447,585 was recorded in accumulated deficit. The Company has subsequently recorded additional remeasurements of $3,996,857 to remeasure the value of Class A common stock subject to possible to redemption to its redemption value of $250,326,857.

Class A common stock subject to possible redemption is reflected on the balance sheet at December 31, 2022 as follows:


Gross proceeds from initial public offering	$	241,500,000
Less:
Fair value allocated to public warrants	(7,498,575)
Offering costs allocated to Class A common stock subject to possible redemption	(14,647,648)
Plus:
Re-measurement on Class A common stock subject to possible redemption	30,973,080
Class A common stock subject to possible redemption, December 31, 2022	$	250,326,857

Income Taxes

The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under the asset and liability method, as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liability is settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the operation of statement in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. There were no unrecognized tax benefits as of December 31, 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net Income (Loss) Per Share of Common Stock

Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Shares of common stock subject to possible redemption at December 31, 2022, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income (loss) per common stock since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not included the Public Warrants and the Private Placement Warrants in the calculation of diluted loss per share, since the exercise of

the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted net income (loss) per share of common stock is the same as basic net income (loss) per share of common stock for the periods presented.

The Company’s statement of operations includes a presentation of net income (loss) per share of common stock subject to possible redemption and allocates the net income (loss) into the two classes of shares in calculating net income (loss) per common stock, basic and diluted. For redeemable Class A common stock, net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average number of shares of Class A common stock subject to possible redemption outstanding since original issuance. For non-redeemable Class B common stock, net income (loss) per share is calculated by dividing the net income (loss) by the weighted average number of shares of non-redeemable Class B common stock outstanding for the period. Non-redeemable Class B common stock includes the Founder Shares, as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. As of December 31, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company.

The following table reflects the calculation of basic and diluted net loss per share of common stock (in dollars, except per share amounts):


	Twelve Months Ended December 31,
	2022		2021
Class A common stock subject to possible redemption
Numerator: Income attributable to Class A common stock subject to possible redemption
Net income	$	11,937,823	$	—
Denominator: Weighted average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption	22,604,795		—
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	0.53	$	—

Non-Redeemable Class B common stock
Numerator: Income attributable to non-redeemable Class B common stock
Net income (loss)	$	3,826,158	$	(22,252)
Denominator: Weighted average non-redeemable Class B common stock
Basic and diluted weighted average shares outstanding, non-redeemable Class B common stock	7,245,000		6,300,000
Basic and diluted net income (loss) per share, non-redeemable Class B common stock	$	0.53	$	0.00

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board issued ASU No. 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. We are currently assessing the impact, if any, that ASU 2020-06 would have on our financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.

INITIAL PUBLIC OFFERING	9 Months Ended	12 Months Ended
INITIAL PUBLIC OFFERING	Sep. 30, 2023	Dec. 31, 2022
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING	NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering on January 24, 2022, the Company sold 24,150,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half of one warrant (“Public Warrant”). Each whole Public Warrant is anticipated to entitle the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6). An aggregate of $10.20 per Unit sold in the Initial Public Offering was held in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company.	NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering on January 24, 2022, the Company sold 24,150,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half of one warrant (“Public Warrant”). Each whole Public Warrant is anticipated to entitle the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6). An aggregate of $10.20 per Unit sold in the Initial Public Offering was held in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company.

PRIVATE PLACEMENT	9 Months Ended	12 Months Ended
PRIVATE PLACEMENT	Sep. 30, 2023	Dec. 31, 2022
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 4 — PRIVATE PLACEMENT The Company entered into an agreement with the Sponsor and the underwriters pursuant to which the Sponsor and underwriters purchased an aggregate of 11,910,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, generating $11,910,000 in the aggregate in a private placement that occurred simultaneously with the closing of the Initial Public Offering. Each Private Placement Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 6). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete an Initial Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.	NOTE 4 — PRIVATE PLACEMENT The Company entered into an agreement with the Sponsor and the underwriters pursuant to which the Sponsor and underwriters purchased an aggregate of 11,910,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, generating $11,910,000 in the aggregate in a private placement that occurred simultaneously with the closing of the Initial Public Offering. Each Private Placement Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 6). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.

RELATED PARTY TRANSACTIONS	5 Months Ended	9 Months Ended	12 Months Ended
RELATED PARTY TRANSACTIONS	Oct. 15, 2023	Sep. 30, 2023	Dec. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions For the twelve and twenty-four weeks ended October 15, 2023 and October 9, 2022, a company owned by an individual with ownership in common shares of the Company, and who is a relative of an executive officer, performed design services and supplied furniture, fixtures, and equipment for existing and new locations under construction of $10 and $21, and $1,367 and $4,119, respectively. As of October 15, 2023 and April 30, 2023, $1,742 and $1,911 due to this related party is included in accounts payable within the condensed consolidated balance sheets, respectively. Related Party Transactions For the fiscal years ended April 30, 2023, April 24, 2022 and April 25, 2021, a company owned by an individual with ownership in common shares of the Company, and who is a relative of an executive officer, performed design services and supplied furniture, fixtures, and equipment for existing and new locations under construction of $6,553, $1,043, and $576, respectively. As of April 30, 2023 and April 24, 2022, $1,911 and $837 due to this related party is included in accounts payable within the Consolidated Balance Sheets, respectively.	NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares In March 2021, the Sponsor purchased 8,625,000 Founder Shares for an aggregate purchase price of $25,000 and an aggregate of 142,500 of such Founder Shares were subsequently transferred to our independent directors, executive officers and special advisor and other third parties. The fair value of the shares transferred is de minimis. On November 30, 2021, the Sponsor surrendered 1,725,000 Founder Shares as a result of changes to the terms of the Initial Public Offering, resulting in the Sponsor owning 6,900,000 Founder Shares. On January 19, 2022, the Company issued an additional 345,000 shares of Class B common stock pursuant to a stock split for no additional consideration as a result of the upsize to the Company’s Initial Public Offering (see Note 6). The number of Founder Shares outstanding collectively represents approximately 23% of the Company’s issued and outstanding shares after the Initial Public Offering. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of an Initial Business Combination or (B) subsequent to an Initial Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after an Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Promissory Note — Related Party In March 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and was due upon the consummation of the Initial Public Offering. On January 24, 2022, the Company paid $289,425, the full amount outstanding under the Promissory Note, to the Sponsor. Convertible Promissory Notes – Related Parties On June 1, 2023, the Company entered into promissory note agreements with certain related parties (the “Related Party Promissory Notes”), pursuant to which the Company could borrow up to an aggregate principal amount of $2,000,000. The Related Party Promissory Notes are non-interest bearing and are due upon the consummation of the consummation of an Initial Business Combination. If an Initial Business Combination is not consummated, the Related Party Promissory Notes are only repaid solely to the extent the Company has funds available to it outside of the Trust Account, and that all other amounts will be contributed to capital, forfeited, eliminated or otherwise forgiven or eliminated. Upon consummation of an Initial Business Combination, the payees have the option, but not the obligation, to convert up to an aggregate $1,500,000 of the total outstanding principal amounts of the Related Party Promissory Notes, in whole or in part, into warrants of the Company (each, a “Warrant”) at a price of $1.00 per Warrant. Each Warrant is exercisable for one share of Class A common stock, $0.0001 par value per share, of the Company. The Warrants will be identical to the Private Placement Warrants issued to the Sponsor at the time of the Company’s Initial Public Offering. As of September 30, 2023 and December 31, 2022, there was $506,000 and $0 outstanding under the Related Party Promissory Notes, respectively. The Company determined that the fair value of the conversion option is de minimis as of the date of the promissory note draws through September 30, 2023. As such, the Company has recorded the Related Party Promissory Notes balance at amortized cost on the balance sheets. Related Party Loans In addition, in order to finance transaction costs in connection with an Initial Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). The Working Capital Loans would either be repaid upon consummation of an Initial Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans, or up to an aggregate of $4,830,000 of such Working Capital Loans with respect to funded extension periods, may be convertible into warrants at a price of $1.00 per warrant, of the post-Business Combination entity. If the Company completes an Initial Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that an Initial Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The warrants would be identical to the Private Placement Warrants. As of September 30, 2023 and December 31, 2022, there was $506,000 and $0 outstanding under the Working Capital Loans as the Related Party Promissory Notes entered into on June 1, 2023 are Working Capital Loans. Support Services Agreement Commencing on the listing date, the Company agreed to pay the Sponsor pursuant to a support services agreement a total of $10,000 per month for office space provided to the Company. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company’s contractual obligation under the support services agreement to pay these monthly fees will cease. For the three and nine months ended September 30, 2023, the Sponsor permanently waived its right to receive such fees from the Company. The Sponsor expects to continue to permanently waive its rights to receive such fees in future periods.	NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares In March 2021, the Sponsor purchased 8,625,000 Founder Shares for an aggregate purchase price of $25,000 and an aggregate of 142,500 of such Founder Shares were subsequently transferred to our independent directors, executive officers and special advisor and other third parties. The fair value of the shares transferred is de minimis. On November 30, 2021, the Sponsor surrendered 1,725,000 Founder Shares as a result of changes to the terms of the Initial Public Offering, resulting in the Sponsor owning 6,900,000 Founder Shares. On January 19, 2022, the Company issued an additional 345,000 shares of Class B common stock pursuant to a stock split for no additional consideration as a result of the upsize to the Company’s Initial Public Offering (see Note 6). The number of Founder Shares outstanding collectively represents approximately 23% of the Company’s issued and outstanding shares after the Initial Public Offering. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock reorganizations, recapitalizations and the like) for any 20 trading days within any 30- trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Promissory Note — Related Party In March 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and was due upon the consummation of the Initial Public Offering. On January 24, 2022, the Company paid $289,425, the full amount outstanding under the Promissory Note, to the Sponsor. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,800,000 of such Working Capital Loans, or up to an aggregate of $4,830,000 of such Working Capital Loans with respect to funded extension periods, may be convertible into warrants at a price of $1.00 per warrant, of the post-Business Combination entity. If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The warrants would be identical to the Private Placement Warrants. As of December 31, 2022 and 2021, there were no amounts outstanding under the Working Capital Loans. Support Services Agreement Commencing on the listing date, the Company agreed to pay the Sponsor pursuant to a support services agreement a total of $10,000 per month for office space provided to the Company. Upon completion of the initial Business Combination or the Company’s liquidation, the Company’s contractual obligation under the support services agreement to pay these monthly fees will cease. For twelve months ended December 31, 2022, the Sponsor permanently waived its right to receive such fees from the Company. The Sponsor expects to continue to permanently waive its rights to receive such fees in future periods.

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

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