Pinstripes Holdings Inc-A美股招股说明书(2024-12-23版)

Secondary Offering of Up to174,750 Shares of Pinstripes Holdings Class A Common Stock Issuable Upon Exercise of theOaktree Tranche 2 Warrants Up to 29,292 Shares of Pinstripes Holdings Class A Common Stock Issuable Upon Exercise of theSilverview Tranche 3 Warrants This prospectus relates to the offer and sale from time to time by the selling securityholders identifiedin this prospectus, or their permitted transferees (the “Selling Securityholders”) of: (i) up to 174,750 shares of Pinstripes Holdings, Inc., a Delaware corporation (“Pinstripes Holdings,”“we,” “us,” or “our”) Class A common stock, par value $0.0001 per share, of Pinstripes Holdings(“PinstripesHoldings Class A Common Stock”)issuable upon exercise of the Oaktree Tranche 2Warrants(as defined below)issued by Pinstripes Holdings to Oaktree Capital Management,L.P.(“Oaktree”) on September 3, 2024, in connection with the Oaktree Tranche 2 Loan (as defined below),pursuant to the Amended Oaktree Loan Agreement; and (ii) up to 29,292 shares of Pinstripes Holdings Class A Common Stock issuable upon exercise of theSilverview Tranche 3 Warrants (as defined below) issued by Pinstripes Holdings to Silverview SpecialSituations Lending Corporate Warrants LP, Spearhead Insurance Solutions IDF, LLC — Series SCL andSilverview Special Situations Lending Corporate Warrants II LP (collectively, the “Silverview Lenders”) onon September 3, 2024, in connection with the Silverview Tranche 3 Loan (as defined below), pursuant tothe Amended Silverview Loan Agreement. The 204,042 shares of Pinstripes Holdings Class A Common Stock being offered for resale pursuantto this prospectus by the Selling Securityholders would represent approximately 0.51% of the shares ofPinstripes Holdings Class A Common Stock outstanding as of December 16, 2024 and 0.28% of thesharesof Pinstripes Holdings Class A Common Stock outstanding assuming the issuance of all32,071,319 shares of Pinstripes Holdings Class A Common Stock issuable upon full exercise of theWarrants(as defined below)and the Oaktree Tranche 1 Warrants(as defined below)and uponconversion of all outstanding shares of Pinstripes Holdings Series B Common Stock (as defined below)(which may become convertible only upon the satisfaction of the conditions described elsewhere in thisprospectus). We will bear all costs, expenses and fees in connection with the registration of the shares ofPinstripes Holdings Class A Common Stock. The Selling Securityholders will bear all commissions anddiscounts, if any, attributable to their respective sales of the shares of Pinstripes Holdings Class ACommon Stock. Our registration of the securities covered by this prospectus does not mean that either we or theSellingSecurityholders will issue,offer or sell,as applicable,any of the securities.The SellingSecurityholders may offer and sell the securities covered by this prospectus in a number of different waysand at varying prices. We provide more information about how the Selling Securityholders may sell thesecurities in the section entitled “Plan of Distribution.” You should read this prospectus and any prospectus supplement or amendment carefully before youinvest in our securities. Pinstripes Holdings Class A Common Stock and Public Warrants (defined below) are listed on theNew York Stock Exchange under the ticker symbols “PNST” and “PNST WS”. On December 13, 2024,the closing price of Pinstripes Holdings Class A Common Stock was $0.6274 per share and the closingprice of the Public Warrants was $0.01 per Public Warrant. Notwithstanding any changes in the prevailingmarket price, certain Selling Securityholders may still experience a positive rate of return on theirsecurities due to the lower effective purchase price at which they purchased such securities. Accordingly,there may be a higher likelihood that some or all those Selling Securityholders will sell their sharespursuant to the registration statement of which this prospectus is a part, which could increase the volatilityof the market price of Pinstripes Holdings Class A Common Stock or result in a significant decline in thepublic trading price of Pinstripes Holdings Class A Common Stock. See“Risk Factors - Certain existingstockholders purchased securities in the Company at a price below the current trading price of suchsecurities, and may experience a positive rate of return based on the current trading price. Futureinvestors in our Company may not experience a similar rate of return.” You may not experience a similarrate of return should you invest in our securities, as the price at which you purchase our securities maydiffer from that of these Selling Securityholders. For example, based on the closing price of the PinstripesHoldings Class A Common Stock of $0.06274 on December 13, 2024, the holders of the OaktreeTranche2 Warrant and the Silverview Tranche 3 Warrants would realize a potential profit ofapproximately $0.6174 per share and an aggregate profit of approximately $125,976 if it ex