BACA.U / Berenson Acquisition Corp. I U Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40843 Berenson Acquisition Corp. I (Exact name of registrant as specifie

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE American LLC hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on October 28, 2024, pursuant to the provisions of Rule 12d2-2 (a).

Berenson Acquisition Corp. I Announces Liquidation

Exhibit 99.1 Berenson Acquisition Corp. I Announces Liquidation New York – September 25, 2024 — Berenson Acquisition Corp. I, a special purpose acquisition company (“BACA” or the “Company”) (NYSE American: BACA), announced that it will not complete its initial business combination by September 30, 2024, and therefore, the Company will dissolve and liquidate. The liquidation of the Trust Account is

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 25, 2024 Berenson Acquisition Corp. I (Exact name of registrant as specified in its charter) Delaware 001-40843 87-1070217 (State or other jurisdiction of incorporation) (Co

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 17, 2024 Berenson Acquisition Corp. I (Exact name of registrant as specified in its charter) Delaware 001-40843 87-1070217 (State or other jurisdiction of incorporation) (Co

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 16, 2024 Berenson Acquisition Corp. I (Exact name of registrant as specified in its charter) Delaware 001-40843 87-1070217 (State or other jurisdiction of incorporation) (Commiss

Power of Attorney (included on signature page)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from       to       Commission file nu

Description of Securities

Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary of the material terms of certain securities of Berenson Acquisition Corp. I, a Delaware corporation (“we,” “us,” “our,” “the company” or “our company”), is not intended to be a complete summary of the rights and preferences of such securities and is

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 23, 2024 Berenson Acquisition Corp. I (Exact name of registrant as specified in its charter) Delaware 001-40843 87-1070217 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one):  ☐ Form 10-K  ☐ Form 20-F  ☐ Form 11-K  ☒ Form 10-Q ☐ Form 10-D  ☐ Form N-CEN  ☐ Form N-CSR For Period Ended: March 31, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one):  ☐ Form 10-K  ☐ Form 20-F  ☐ Form 11-K  ☒ Form 10-Q ☐ Form 10-D  ☐ Form N-CEN  ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition

Senior Secured Note Purchase Agreement, dated April 22, 2024, by and among Custom Health, Inc., certain direct and indirect subsidiaries of Custom Health, Inc., Berenson Acquisition Corp. I and Funicular Funds, LP.

Exhibit 10.1 SENIOR SECURED NOTE PURCHASE AGREEMENT This SENIOR SECURED NOTE PURCHASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of April 22, 2024, is by and among Custom Health, Inc., a Delaware corporation with offices located at 8605 Santa Monica Blvd., PMG 64914, West Hollywood, CA 90069-4109 (the “Company”), the Guarantors (used he

Registration Rights Agreement, dated April 22, 2024, by and between Berenson Acquisition Corp. I and Funicular Funds, LP.

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 22, 2024, is by and among Berenson Acquisition Corp. I, a Delaware corporation (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”). RECITALS A. In connection with the Senior Secured Note Purchase Agreement by and among Custom Health, Inc., th

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 22, 2024 Berenson Acquisition Corp. I (Exact name of registrant as specified in its charter) Delaware 001-40843 87-1070217 (State or other jurisdiction of incorporation) (Commis

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 17, 2024 Berenson Acquisition Corp. I (Exact name of registrant as specified in its charter) Delaware 001-40843 87-1070217 (State or other jurisdiction of incorporation) (Commis

Berenson Acquisition Corp. I Announces Receipt of Notice of Non-Compliance with NYSE Continued Listing Requirements Reaffirms commitment to regaining compliance with the NYSE American continued listing standards

Exhibit 99.1 Berenson Acquisition Corp. I Announces Receipt of Notice of Non-Compliance with NYSE Continued Listing Requirements Reaffirms commitment to regaining compliance with the NYSE American continued listing standards New York, NY, April 23, 2024 — On April 17, 2024, Berenson Acquisition Corp. I, a Delaware corporation (the “Company”), received an official notice of noncompliance (the “NYSE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one):  ☒ Form 10-K  ☐ Form 20-F  ☐ Form 11-K  ☐ Form 10-Q ☐ Form 10-D  ☐ Form N-CEN  ☐ N-CSR For Period Ended: December 31, 2023 ☐ 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one):  ☒ Form 10-K  ☐ Form 20-F  ☐ Form 11-K  ☐ Form 10-Q ☐ Form 10-D  ☐ Form N-CEN  ☐ N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition P

BACA / Berenson Acquisition Corp. I / RIVERNORTH CAPITAL MANAGEMENT, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 1)* Berenson Acquisition Corp. I (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 083690107 (CUSIP Number) Ma

BACA.U / Berenson Acquisition Corp. I U Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant / Radcliffe Capital Management, L.P. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 3) Berenson Acquisition Corp. I (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 083690206** (CUSIP Numb

BACA / Berenson Acquisition Corp. I / Farallon Capital Partners, L.P. Passive Investment

SC 13G/A 1 baca13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) * Berenson Acquisition Corp. I (Name of Issuer) Class A common stock, Par Value $0.0001 per share (Title of Class of Securities) 083690107 (Cusip Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 19, 2024 Berenson Acquisition Corp. I (Exact name of registrant as specified in its charter) Delaware 001-40843 87-1070217 (State or other jurisdiction of incorporation) (Comm

Berenson Acquisition Corp. I Receives Noncompliance Notification from the New York Stock Exchange Regarding Minimum Public Stockholders

Exhibit 99.1 Berenson Acquisition Corp. I Receives Noncompliance Notification from the New York Stock Exchange Regarding Minimum Public Stockholders New York, New York, January 25, 2024 — Berenson Acquisition Corp. I (the “Company”) announced it had received a notification dated January 19, 2024 (the “Notice”) from the staff of NYSE Regulation of the New York Stock Exchange (“NYSE Regulation”) ind

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 5, 2024 Berenson Acquisition Corp. I (Exact name of registrant as specified in its charter) Delaware 001-40843 87-1070217 (State or other jurisdiction of incorporation) (Commi

Disclaimer & Forward-Looking Statements ABOUT THIS PRESENTATION This investor presentation (this “Presentation”) is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business comb

Exhibit 99.1 Stop guessing with medication INVESTOR PRESENTATION JANUARY 2024 https://customhealth.com/ Disclaimer & Forward-Looking Statements ABOUT THIS PRESENTATION This investor presentation (this “Presentation”) is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the “Business Combination”) between B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 5, 2024 Berenson Acquisit

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 5, 2024 Berenson Acquisition Corp. I (Exact name of registrant as specified in its charter) Delaware 001-40843 87-1070217 (State or other jurisdiction of incorporation) (C

Sponsor Support Agreement

Exhibit 10.2 EXECUTION VERSION SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT, dated as of December 22, 2023 (this “Agreement”), by and among Berenson SPAC Holdings I, LLC, a Delaware limited liability company (“Sponsor”), Berenson Acquisition Corp. I, a Delaware corporation (“BAC”), Custom Health, Inc., a Delaware corporation (the “Company”). WHEREAS, BAC, Continental Merger Sub Inc., a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 22, 2023 Berenson Acquis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 22, 2023 Berenson Acquisition Corp. I (Exact name of registrant as specified in its charter) Delaware 001-40843 87-1070217 (State or other jurisdiction of incorporation) (Com

Form of Registration Rights and Lock-Up Agreement

Exhibit 10.3 FORM OF REGISTRATION RIGHTS AND LOCK-UP AGREEMENT This Registration Rights Agreement and Lock-Up Agreement (this “Agreement”) is made and entered into as of [•], 2024, by and among Berenson Acquisition Corp. I., a Delaware corporation (including its successors, “BAC”), and each of the undersigned parties listed on Schedule A hereto (each such party, together with any person or entity

Business Combination Agreement, dated as of December 22, 2023, by and among Berenson Acquisition Corp. I, Custom Health, Inc. and Continental Merger Sub Inc.

Exhibit 2.1 EXECUTION VERSION BUSINESS COMBINATION AGREEMENT by and among Berenson Acquisition Corp. I, Continental Merger Sub Inc., and Custom Health, Inc. Dated as of December 22, 2023 Table of Contents Page ARTICLE I. DEFINITIONS 2 Section 1.01 Certain Definitions 2 Section 1.02 Further Definitions 16 Section 1.03 Construction 18 ARTICLE II. AGREEMENT AND PLAN OF MERGER 18 Section 2.01 The Merg

Stockholder Support Agreement

Exhibit 10.1 EXECUTION VERSION STOCKHOLDER SUPPORT AGREEMENT STOCKHOLDER SUPPORT AGREEMENT, dated as of December 22, 2023 (this “Agreement”), by and among Berenson Acquisition Corp. I, a Delaware corporation (“BAC”), Custom Health, Inc., a Delaware corporation (the “Company”), and certain of the stockholders of the Company whose names appear on the signature pages of this Agreement (each, a “Stock

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 22, 2023 Berenson Acquisition Corp. I (Exact name of registrant as specified in its charter) Delaware 001-40843 87-1070217 (State or other jurisdiction of incorporation) (Com

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 20, 2023 Berenson Acquisition Corp. I (Exact name of registrant as specified in its charter) Delaware 001-40843 87-1070217 (State or other jurisdiction of incorporation) (Com

Confirmation Agreement

Exhibit 10.2 Date: December 21, 2023 To: Berenson Acquisition Corp. I, a Delaware corporation (“Berenson”). Address: 667 Madison Avenue, 18th Floor New York, NY, 10016 From: ACM ARRT N LLC (“Seller”) Re: Cash-Settled Equity Derivative Transaction The purpose of this agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction (the “Transaction”) entered into among Sell

Certificate of Designation of Series A Convertible Preferred Stock

Exhibit 3.1 CERTIFICATE OF DESIGNATION OF SERIES A CONVERTIBLE PREFERRED STOCK OF BERENSON ACQUISITION CORP. I Berenson Acquisition Corp. I, a Delaware corporation (the “Corporation”), does hereby certify that, pursuant to Section 151 of the General Corporation Law of the State of Delaware, the following resolutions were duly adopted by the Board of Directors of the Corporation (the “Board of Dire

Share Purchase Agreement.

Exhibit 10.1 SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT (as amended, this “Agreement”), is entered into as of December 21, 2023 (the “Effective Date”), by and between (i) Berenson Acquisition Corp. I, a Delaware corporation (the “SPAC”), and (iii) ACM ARRT N LLC, a Delaware limited liability company (the “Investor”). WHEREAS, the parties wish to enter into this Agreement pursuant to wh

Filed by Berenson Acquisition Corp. I pursuant to

Filed by Berenson Acquisition Corp. I pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended. Subject Company: Berenson Acquisition Corp. I Commission File No. 001-40843 Business Custom Health to Go Public Via SPAC at $185 Million Valuation By Bailey Lipschultz December 22, 2023 at 6:39 AM ES

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 22, 2023 Berenson Acquisition Corp. I (Exact name of registrant as specified in its charter) Delaware 001-40843 87-1070217 (State or other jurisdiction of incorporation) (Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 22, 2023 Berenson Acquis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 22, 2023 Berenson Acquisition Corp. I (Exact name of registrant as specified in its charter) Delaware 001-40843 87-1070217 (State or other jurisdiction of incorporation) (Com

Custom Health Inc. To Go Public Through Business Combination with Berenson Acquisition Corp. I

Exhibit 99.1 Custom Health Inc. To Go Public Through Business Combination with Berenson Acquisition Corp. I • Custom Health and Berenson Acquisition Corp. I join forces to redefine healthcare landscape, focusing on serving poly-med patients with chronic conditions. • Using technology to help patients take their meds on time, with a 98% medication adherence rate for Custom Health’s patients in the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2023 OR ☐ TRANSITION

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 26, 2023 Berenson Acq

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 26, 2023 Berenson Acquisition Corp. I (Exact name of registrant as specified in its charter) Delaware 001-40843 87-1070217 (State or other jurisdiction of incorporation) (

Certificate of Second Amendment to the Amended and Restated Certificate of Incorporation of Berenson Acquisition Corp. I, dated September 27, 2023.

Exhibit 3.1 SECOND AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BERENSON ACQUISITION CORP. I September 28, 2023 Berenson Acquisition Corp. I, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Berenson Acquisition Corp. I.” The original Certificate of Incorpora

Promissory Note, dated September 26, 2023, issued by Berenson Acquisition Corp. I to Berenson SPAC Holdings I, LLC.

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 26, 2023 Berenson Acquisition Corp. I (Exact name of registrant as specified in its charter) Delaware 001-40843 87-1070217 (State or other jurisdiction of incorporation) (Co

Form of Non-Redemption Agreement

Exhibit 10.1 FORM OF NON-REDEMPTION AGREEMENT Berenson Acquisition Corp. I 667 Madison Avenue, 18th Floor New York, New York 10065 September, 2023 Ladies and Gentlemen: Reference is made to the definitive proxy statement filed by Berenson Acquisition Corp. I (the “Company”) with the Securities and Exchange Commission (“SEC”) on September 6, 2023 (as may be amended, the “Proxy Statement”), pursuant

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 21, 2023 Berenson Acquisition Corp. I (Exact name of registrant as specified in its charter) Delaware 001-40843 87-1070217 (State or other jurisdiction of incorporation) (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 21, 2023 Berenson Acqui

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 21, 2023 Berenson Acquisition Corp. I (Exact name of registrant as specified in its charter) Delaware 001-40843 87-1070217 (State or other jurisdiction of incorporation) (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2023 OR ☐ TRANSITION REPOR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2023 OR ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40843 BERENSON

Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Berenson Acquisition Corp. I, dated March 28, 2023.

EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BERENSON ACQUISITION CORP. I March 28, 2023 Berenson Acquisition Corp. I, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Berenson Acquisition Corp. I” The original Certificate of Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 28, 2023 Berenson Acquisiti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 28, 2023 Berenson Acquisition Corp. I (Exact name of registrant as specified in its charter) Delaware 001-40843 87-1070217 (State or other jurisdiction of incorporation) (Commis

Amendment to the Investment Management Trust Agreement, dated March 28, 2023, by and between Berenson Acquisition Corp. I and Continental Stock Transfer & Trust Company.

EX-10.1 Exhibit 10.1 AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made effective as of March 28, 2023, by and between Berenson Acquisition Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”), and amends that ce

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PUR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 20, 2023 Berenson Acquisiti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 20, 2023 Berenson Acquisition Corp. I (Exact name of registrant as specified in its charter) Delaware 001-40843 87-1070217 (State or other jurisdiction of incorporation) (Commis

Form of Non-Redemption Agreement, dated March 20, 2023, by and among the Company, Berenson SPAC Holdings I, LLC, and certain investors

EX-10.1 Exhibit 10.1 FORM OF NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of March , 2023 by and among Berenson Acquisition Corp. I (“BACA”), Berenson SPAC Holdings I, LLC (the “Sponsor”) and the undersigned investors (“Investor”). RECITALS WHEREAS, the Sponsor currently holds shares

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 20, 2023 Berenson Acquisiti

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 20, 2023 Berenson Acquisition Corp. I (Exact name of registrant as specified in its charter) Delaware 001-40843 87-1070217 (State or other jurisdiction of incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on March 24, 2023, pursuant to the provisions of Rule 12d2-2 (a).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40843 Issuer: Berenson Acq

25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40843 Issuer: Berenson Acquisition Corp. I Exchange: The New York Stock Exchange (Exact name of Issuer as specified in its charter, and name of Exchange where security is li

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 BERENSON ACQUISITION CORP. I (Exact name of reg

Form 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 BERENSON ACQUISITION CORP. I (Exact name of registrant as specified in its charter) Delaware 87-1070217 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

PRE 14A 1 d408446dpre14a.htm PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Com

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Warrants, each whole warrant exercisable for one share of class A common stock at an exercise price of $11.

BACA / Berenson Acquisition Corp I - Class A / Radcliffe Capital Management, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 tm235855d5sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* Berenson Acquisition Corp. I (Name of Issuer) Class A common stock, $0.0001 par value (Title of Cl

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 3, 2023 Berenson Acquisition Corp. I (Exact name of registrant as specified in its charter) Delaware 001-40843 87-1070217 (State or other jurisdiction of incorporation) (Comm

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 31, 2023 Berenson Acquisition Corp. I (Exact name of registrant as specified in its charter) Delaware 001-40843 87-1070217 (State or other jurisdiction of incorporation) (Comm

Berenson Acquisition Corp. I Announces Cancellation of Special Meeting

EXHIBIT 99.1 Berenson Acquisition Corp. I Announces Cancellation of Special Meeting NEW YORK, NY, January 31, 2023 — Berenson Acquisition Corp. I (the “Company”) (NYSE: BACA), announced today its decision to cancel its special meeting of stockholders that was scheduled for February 7, 2023 and to withdraw from consideration by the stockholders of the Company the proposals set forth in the Company’

BACA / Berenson Acquisition Corp I - Class A / Farallon Capital Partners, L.P. - AMENDMENT #2 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

BERENSON ACQUISITION CORP. I ANNOUNCES ADJOURNMENT OF SPECIAL MEETING OF STOCKHOLDERS TO FEBRUARY 7, 2023

Exhibit 99.1 BERENSON ACQUISITION CORP. I ANNOUNCES ADJOURNMENT OF SPECIAL MEETING OF STOCKHOLDERS TO FEBRUARY 7, 2023 NEW YORK CITY, NY, January 10, 2023 — Berenson Acquisition Corp. I (NYSE: BACA) (the “Company”) today announced that the special meeting of stockholders of the Company (the “Special Meeting”), scheduled for 11:00 a.m. Eastern Time on January 10, 2023, was convened and then adjourn

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 10, 2023 Berenson Acquisition Corp. I (Exact name of registrant as specified in its charter) Delaware 001-40843 87-1070217 (State or other jurisdiction of incorporation) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

BERENSON ACQUISITION CORP. I ANNOUNCES ADJOURNMENT OF SPECIAL MEETING OF STOCKHOLDERS TO JANUARY 10, 2022

EX-99.1 2 d412429dex991.htm EX-99.1 Exhibit 99.1 BERENSON ACQUISITION CORP. I ANNOUNCES ADJOURNMENT OF SPECIAL MEETING OF STOCKHOLDERS TO JANUARY 10, 2022 NEW YORK CITY, NY, December 13, 2022 — Berenson Acquisition Corp. I (NYSE: BACA) (the “Company”) today announced that the special meeting of stockholders of the Company (the “Special Meeting”), originally scheduled for 11:30 a.m. Eastern Time on

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 13, 2022 Berenson Acquisition Corp. I (Exact name of registrant as specified in its charter) Delaware 001-40843 87-1070217 (State or other jurisdiction of incorporation) (Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 2, 2021 Berenson Acquisi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 2, 2021 Berenson Acquisition Corp. I (Exact name of registrant as specified in its charter) Delaware 001-40843 87-1070217 (State or other jurisdiction of incorporation) (Comm

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 2, 2021 Berenson Acquisition Corp. I (Exact name of registrant as specified in its charter) Delaware 001-40843 87-1070217 (State or other jurisdiction of incorporation) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 d380341ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2022 OR ☐ TRANSITION

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

October 11, 2022

CORRESP 1 filename1.htm October 11, 2022 Division of Corporation Finance Office of Real Estate & Construction U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Jeffrey Lewis Mark Rakip Re: Berenson Acquisition Corp. I Form 10-K for the fiscal year ended December 31, 2021 Filed March 31, 2022 Form 10-Q for the quarterly period ended June 30, 2022 Filed Aug

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2022 OR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPOR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PUR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40

Description of Securities

Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary of the material terms of certain securities of Berenson Acquisition Corp. I, a Delaware corporation (“we,” “us,” “our,” “the company” or “our company”), is not intended to be a complete summary of the rights and preferences of such securities and is

BACA / Berenson Acquisition Corp I - Class A / RIVERNORTH CAPITAL MANAGEMENT, LLC Passive Investment

SC 13G 1 fp0072836sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 0)* Berenson Acquisition Corp. I (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities)

BACA / Berenson Acquisition Corp I - Class A / Radcliffe Capital Management, L.P. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* Berenson Acquisition Corp. I (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 083690107 (CUSIP Numbe

BACA / Berenson Acquisition Corp I - Class A / Berenson SPAC Holdings I, LLC - SC 13G Passive Investment

SC 13G 1 d313259dsc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Berenson Acquisition Corp. I (Name of Issuer) Class A common stock, par value $0.0

JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k)

Exhibit 1 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.

Polar Asset Management Partners Inc. - FORM SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Berenson Acquisition Corp. I (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 083690107 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to

FARALLON CAPITAL MANAGEMENT LLC - AMENDMENT #1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

BACA.U / Berenson Acquisition Corp. I U Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant / Atalaya Capital Management LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Berenson Acquisition Corp. I (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 083690206 (CUSIP Number) October 6, 2021** (Date of Event which Requires Filing of this Statement) Check the appropriate box to

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 15, 2021 Berenson Acquisition Corp. I (Exact name of registrant as specified in its charter) Delaware 001-40843 87-1070217 (State or other jurisdiction of incorporation) (Com

Berenson Acquisition Corp. I Announces the Separate Trading of its Class A Common Stock and Warrants Commencing on or About November 18, 2021

Exhibit 99.1 Berenson Acquisition Corp. I Announces the Separate Trading of its Class A Common Stock and Warrants Commencing on or About November 18, 2021 NEW YORK, NY, November 15, 2021 ? Berenson Acquisition Corp. I (NYSE: BACA.U) (the ?Company?), today announced that holders of the units sold in the Company?s initial public offering may elect to separately trade the shares of Class A common sto

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION R

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

BERENSON ACQUISITION CORP. I Page Unaudited Pro Forma Balance Sheet F-3 Notes to Unaudited Pro Forma Balance Sheet F-4

EX-99.1 2 d239905dex991.htm EX-99.1 Exhibit 99.1 BERENSON ACQUISITION CORP. I Page Unaudited Pro Forma Balance Sheet F-3 Notes to Unaudited Pro Forma Balance Sheet F-4 The following unaudited Pro Forma Balance Sheet presents the Balance Sheet of Berenson Acquisition Corp. I (the “Company”) as of September 30, 2021, adjusted for the partial exercise of the underwriters’ over-allotment option and re

Berenson Acquisition Corp. I Announces Partial Exercise of Underwriters’ Over-Allotment Option in Connection with its Initial Public Offering

Exhibit 99.2 Berenson Acquisition Corp. I Announces Partial Exercise of Underwriters? Over-Allotment Option in Connection with its Initial Public Offering NEW YORK CITY, NY, October 25, 2021 ? Berenson Acquisition Corp. I (the ?Company?), today announced that the underwriters of its previously announced initial public offering of units have partially exercised their over-allotment option on Octobe

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

8-K 1 d239905d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 22, 2021 Berenson Acquisition Corp. I (Exact name of registrant as specified in its charter) Delaware 001-40843 87-1070217 (State or other jurisdictio

Joint Acquisition Statement Pursuant to Section 240.13d-1(k)

EXHIBIT 1 to SCHEDULE 13G JOINT ACQUISITION STATEMENT PURSUANT TO SECTION 240.13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition st

Farallon Capital Partners, L.P. - SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

BERENSON ACQUISITION CORP. I INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm 2 Balance Sheet 3 Notes to the Balance Sheet 4

Exhibit 99.1 BERENSON ACQUISITION CORP. I INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm 2 Balance Sheet 3 Notes to the Balance Sheet 4 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders Berenson Acquisition Corp. I Opinion on the financial statement We have audited the accompanying balance sheet of Berenson Acqu

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 30, 2021 Berenson Acquisition Corp. I (Exact name of registrant as specified in its charter) Delaware 001-40843 87-1070217 (State or other jurisdiction of incorporation) (Co

Letter Agreement, dated September 27, 2021, by and among the Company, Berenson SPAC Holdings I, LLC, and each of the executive officers, directors and initial stockholders of the Company

EX-10.1 5 d237475dex101.htm EX-10.1 Exhibit 10.1 Execution Version September 27, 2021 Berenson Acquisition Corp. I 667 Madison Avenue, 18th Floor New York, New York 10065 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered

Berenson Acquisition Corp. I Announces Closing of $250 Million Initial Public Offering

EX-99.2 12 d237475dex992.htm EX-99.2 Exhibit 99.2 Berenson Acquisition Corp. I Announces Closing of $250 Million Initial Public Offering NEW YORK CITY, NY, September 30, 2021 – Berenson Acquisition Corp. I (the “Company”) today announced that it closed its initial public offering of 25,000,000 units. The offering was priced at $10.00 per unit, generating total gross proceeds of $250,000,000. The u

Amended and Restated Certificate of Incorporation of the Company(1)

Exhibit 3.1 EXECUTION VERSION AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BERENSON ACQUISITION CORP. I September 27, 2021 Berenson Acquisition Corp. I, a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Berenson Acquisition Corp. I?. The original certificate of incorporation o

Investment Management Trust Agreement, dated September 27, 2021, between the Company and Continental Stock Transfer & Trust Company

Exhibit 10.2 Execution Version INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of September 27, 2021, by and between Berenson Acquisition Corp. I, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on For

Form of Indemnity Agreement

Exhibit 10.5 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is entered into as of September 27, 2021, by and between BERENSON ACQUISITION CORP. I, a Delaware corporation (the “Company”), and [•] (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they

Berenson Acquisition Corp. I Announces Pricing of $250 Million Initial Public Offering

Exhibit 99.1 Berenson Acquisition Corp. I Announces Pricing of $250 Million Initial Public Offering NEW YORK CITY, NY, September 27, 2021 – Berenson Acquisition Corp. I (the “Company”), today announced the pricing of its initial public offering of 25,000,000 units at a price of $10.00 per unit. The units are expected to be listed on the New York Stock Exchange and trade under the ticker symbol “BA

Warrant Agreement, dated September 27, 2021, between the Company and Continental Stock Transfer & Trust Company

Exhibit 4.1 Execution Version BERENSON ACQUISITION CORP. I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of September 27, 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated as of September 27, 2021, is by and between Berenson Acquisition Corp. I, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust c

Registration Rights Agreement, dated September 27, 2021, among the Company, Berenson SPAC Holdings I, LLC and certain security holders

EX-10.3 7 d237475dex103.htm EX-10.3 Exhibit 10.3 Execution Version REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 27, 2021, is made and entered into by and among Berenson Acquisition Corp. I, a Delaware corporation (the “Company”), Berenson SPAC Holdings I, LLC, a Delaware limited liability company (the “Sponsor”) and the other parties li

Private Placement Warrants Subscription Agreement, dated September 27, 2021, between the Company and Berenson SPAC Holdings I, LLC

Exhibit 10.4 Execution Version WARRANT PURCHASE AGREEMENT September 27, 2021 THIS WARRANT PURCHASE AGREEMENT (this ?Agreement?), is entered into by and between Berenson Acquisition Corp. I, a Delaware corporation (the ?Company?), and Berenson SPAC Holdings I, LLC, a Delaware limited liability company (the ?Purchaser?). WHEREAS, the Company intends to consummate an initial public offering of units

Underwriting Agreement, dated September 27, 2021, by and among the Company, BofA Securities, Inc. and Wells Fargo Securities, LLC

EX-1.1 2 d237475dex11.htm EX-1.1 Exhibit 1.1 EXECUTION VERSION BERENSON ACQUISITION CORP. I (a Delaware corporation) 25,000,000 Units UNDERWRITING AGREEMENT Dated: September 27, 2021 BERENSON ACQUISITION CORP. I (a Delaware corporation) 25,000,000 Units UNDERWRITING AGREEMENT September 27, 2021 BofA Securities, Inc. Wells Fargo Securities, LLC collectively as Representative of the several Underwri

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

8-K 1 d237475d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 27, 2021 Berenson Acquisition Corp. I (Exact name of registrant as specified in its charter) Delaware 001-40843 87-1070217 (State or other jurisdict

Administrative Services Agreement, dated September 27, 2021, between the Company and Berenson SPAC Holdings I, LLC

Exhibit 10.6 BERENSON ACQUISITION CORP. I 667 Madison Avenue, 18th Floor New York, New York 10065 September 27, 2021 Berenson SPAC Holdings I, LLC 667 Madison Avenue, 18th Floor New York, New York 10065 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Berenson Acquisition Corp. I, a Delaware corporation (the ?Company?), and Berenson SPAC Holdings I,

$250,000,000 Berenson Acquisition Corp. I 25,000,000 Units

424B4 1 d194714d424b4.htm 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) File No. 333-259470 PROSPECTUS $250,000,000 Berenson Acquisition Corp. I 25,000,000 Units Berenson Acquisition Corp. I is a newly incorporated blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar transaction with one or

Radcliffe Capital Management, L.P. - SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. ) Berenson Acquisition Corp. I (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 083690206** (CUSIP Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 BERENSON ACQUISITION CORP. I (Exact name of reg

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 BERENSON ACQUISITION CORP. I (Exact name of registrant as specified in its charter) Delaware 87-1070217 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identificatio

* * * [Signature Page Follows]

September 23, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

BERENSON ACQUISITION CORP. I 667 Madison Avenue, 18th Floor New York, New York 10065

BERENSON ACQUISITION CORP. I 667 Madison Avenue, 18th Floor New York, New York 10065 September 23, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Todd Schiffman Re: Berenson Acquisition Corp. I Registration Statement on Form S-1 File No. 333-259470 Dear Mr. Schiffman: Berenson Acquisition Corp. I

Form of Investment Agreement by and among the Registrant, Berenson SPAC Holdings I,LLC and the anchor investors.*

Exhibit 10.9 FORM OF INVESTMENT AGREEMENT THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and among (i) Berenson Acquisition Corp. I, a Delaware corporation (the “SPAC”), (ii) Berenson SPAC Holdings I, LLC, a Delaware limited liability company (the “Sponsor”), and (iii) [●] (the “Investor”). WHEREAS, the SPAC will file with the U.S. Securities and Exchange Commission (th

Form of Audit Committee Charter*

EXHIBIT 99.1 BERENSON ACQUISITION CORP. I AUDIT COMMITTEE CHARTER I. Purpose The purposes of the Audit Committee (the ?Committee?) of the board of directors (the ?Board?) of Berenson Acquisition Corp. I (the ?Company?) shall be to provide assistance to the Board in fulfilling its legal and fiduciary obligations to oversee: A. the quality and integrity of the Company?s financial statements and othe

Consent of Kay Kapoor*

EXHIBIT 99.5 Consent of Director Nominee Berenson Acquisition Corp. I Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Berenson Acquisition Corp. I (the “Company”), the undersigned hereby consents to being named and described as a director

Consent of Ronald Kasner*

EXHIBIT 99.6 Consent of Director Nominee Berenson Acquisition Corp. I Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the ?Securities Act?), in connection with the Registration Statement on Form S-1 (the ?Registration Statement?) of Berenson Acquisition Corp. I (the ?Company?), the undersigned hereby consents to being named and described as a director

Consent of Gal Munda*

EXHIBIT 99.7 Consent of Director Nominee Berenson Acquisition Corp. I Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the ?Securities Act?), in connection with the Registration Statement on Form S-1 (the ?Registration Statement?) of Berenson Acquisition Corp. I (the ?Company?), the undersigned hereby consents to being named and described as a director

Form of Underwriting Agreement*

Exhibit 1.1 BERENSON ACQUISITION CORP. I (a Delaware corporation) 25,000,000 Units UNDERWRITING AGREEMENT Dated: [DATE] BERENSON ACQUISITION CORP. I (a Delaware corporation) 25,000,000 Units UNDERWRITING AGREEMENT [DATE] BofA Securities, Inc. Wells Fargo Securities, LLC collectively as Representative of the several Underwriters c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 Lad

Subscription Agreement for Founder Shares, dated June 25, 2021, between the Company and Berenson SPAC Holdings I, LLC

Exhibit 10.2 Berenson Acquisition Corp. I 667 Madison Avenue, 18th Floor New York, NY 10065 June 25, 2021 Berenson SPAC Holdings I, LLC 667 Madison Avenue, 18th Floor New York, NY 10065 RE: Subscription Agreement for Founder Shares Ladies and Gentlemen: We are pleased to accept the offer Berenson SPAC Holdings I, LLC (the ?Subscriber? or ?you?) has made to purchase 7,187,500 shares (?Founder Share

BY LAWS BERENSON ACQUISITION CORP. I ARTICLE I

EX-3.3 5 d194714dex33.htm EX-3.3 Exhibit 3.3 BY LAWS OF BERENSON ACQUISITION CORP. I ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registere

Form of Compensation Committee Charter*

EXHIBIT 99.3 BERENSON ACQUISITION CORP. I NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER I. Purpose The purposes of the Nominating and Corporate Governance Committee (the ?Committee?) of the board of directors (the ?Board?) of Berenson Acquisition Corp. I (the ?Company?) shall be to: (a) identify and to recommend individuals qualified to serve as directors of the Company and on committees o

Form of Indemnity Agreement

Exhibit 10.7 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is entered into as of [?], 2021, by and between BERENSON ACQUISITION CORP. I, a Delaware corporation (the ?Company?), and [?] (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provi

Form of Letter Agreement among the Registrant and its officers, directors and Berenson SPAC Holdings I, LLC*

Exhibit 10.3 [•], 2021 Berenson Acquisition Corp. I 667 Madison Avenue, 18th Floor New York, New York 10065 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and among Berenson Acquisition Corp. I, a Delaware cor

Form of Forward Purchase Agreement*

Exhibit 10.10 FORM OF FORWARD PURCHASE AGREEMENT1 This Forward Purchase Agreement (this “Agreement”) is entered into as of [●], 2021 between Berenson Acquisition Corp. I, a Delaware corporation (the “Company”), and [●] (the “Purchaser”). RECITALS WHEREAS, the Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorg

Form of Amended and Restated Certificate of Incorporation*

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BERENSON ACQUISITION CORP. I [•], 2021 Berenson Acquisition Corp. I, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Berenson Acquisition Corp. I”. The original certificate of incorporation of the Corporation was filed

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant*

EX-10.4 13 d194714dex104.htm EX-10.4 Exhibit 10.4 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021, by and between Berenson Acquisition Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statem

Form of Code of Business Conduct and Ethics*

Exhibit 14 BERENSON ACQUISITION CORP. I CODE OF BUSINESS CONDUCT AND ETHICS 1. Introduction The board of directors (the ?Board?) of Berenson Acquisition Corp. I (the ?Company?) has adopted this code of business conduct and ethics (this ?Code?), as amended from time to time by the Board, and which is applicable to all of the Company?s directors, officers and employees (to the extent that employees

Specimen Class A Common Stock Certificate

Exhibit 4.2 NUMBER SHARES C- CUSIP [•] SEE REVERSE FOR CERTAIN DEFINITIONS BERENSON ACQUISITION CORP. I INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF BERENSON ACQUISITION CORP. I (THE “COMPANY”) transferable on the books of the Company

Form of Sponsor Private Placement Warrants Purchase Agreement between the Registrant and Berenson SPAC Holdings I, LLC*

Exhibit 10.6 WARRANT PURCHASE AGREEMENT [•], 2021 THIS WARRANT PURCHASE AGREEMENT (this “Agreement”), is entered into by and between Berenson Acquisition Corp. I, a Delaware corporation (the “Company”), and Berenson SPAC Holdings I, LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, the Company intends to consummate an initial public offering of units (the “Public Offering”), ea

Promissory Note, dated June 21, 2021, issued to Berenson SPAC Holdings I, LLC

EX-10.1 10 d194714dex101.htm EX-10.1 Exhibit 10.1 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN

Certificate of Incorporation*

Exhibit 3.1 State of Delaware Secretary of State Division of Corporations Delivered 01:25 PM 06/01/2021 FILED 01:25 PM 06/01/2021 SR 20212293248 - File Number 5960737 CERTIFICATE OF INCORPORATION OF BERENSON ACQUISITION CORP. I THE UNDERSIGNED, acting as the incorporator of a corporation under and in accordance with the General Corporation Law of the State of Delaware, as the same exists or may he

Form S-1

S-1 1 d194714ds1.htm S-1 Table of Contents Index to Financial Statements As filed with the Securities and Exchange Commission on September 10, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Berenson Acquisition Corp. I (Exact name of registrant as specified in its charter) Delaware

Specimen Warrant Certificate

Exhibit 4.4 BERENSON ACQUISITION CORP. I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [?], 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [?], 2021, is by and between Berenson Acquisition Corp. I, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such ca

Form of Nominating and Corporate Governance Committee Charter*

EXHIBIT 99.2 BERENSON ACQUISITION CORP. I COMPENSATION COMMITTEE CHARTER I. Purpose The purposes of the Compensation Committee (the “Committee”) of the board of directors (the “Board”) of Berenson Acquisition Corp. I (the “Company”) shall be to oversee the Company’s compensation and employee benefit plans and practices, including its executive compensation plans, and its incentive-compensation and

Consent of Carl Ferenbach*

EXHIBIT 99.4 Consent of Director Nominee Berenson Acquisition Corp. I Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the ?Securities Act?), in connection with the Registration Statement on Form S-1 (the ?Registration Statement?) of Berenson Acquisition Corp. I (the ?Company?), the undersigned hereby consents to being named and described as a director

Form of Administrative Services Agreement by and between the Registrant and Berenson SPAC Holdings I, LLC*

Exhibit 10.8 BERENSON ACQUISITION CORP. I 667 Madison Avenue, 18th Floor New York, New York 10065 [?], 2021 Berenson SPAC Holdings I, LLC 667 Madison Avenue, 18th Floor New York, New York 10065 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Berenson Acquisition Corp. I, a Delaware corporation (the ?Company?), and Berenson SPAC Holdings I, LLC, a De

Specimen Unit Certificate

Exhibit 4.1 NUMBER U- UNITS CUSIP [?] SEE REVERSE FOR CERTAIN DEFINITIONS BERENSON ACQUISITION CORP. I UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF OF ONE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one share of Class A common stock, par value $0.0001 p

Form of Registration Rights Agreement between the Registrant and certain security holders*

Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2021, is made and entered into by and among Berenson Acquisition Corp. I, a Delaware corporation (the ?Company?), Berenson SPAC Holdings I, LLC, a Delaware limited liability company (the ?Sponsor?) and the other parties listed on the signature pages hereto and any person or entity who

As confidentially submitted with the Securities and Exchange Commission on July 20, 2021. This Draft Registration Statement has not been publicly filed with the Securities and Exchange Commission and all information contained herein remains strictly

Table of Contents Index to Financial Statements As confidentially submitted with the Securities and Exchange Commission on July 20, 2021.

BY LAWS BERENSON ACQUISITION CORP. I ARTICLE I

Exhibit 3.3 BY LAWS OF BERENSON ACQUISITION CORP. I ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation?s registered agent in Delaware. Section 1.2.

State of Delaware Secretary of State Division of Corporations Delivered 01:25 PM 06/01/2021 FILED 01:25 PM 06/01/2021 SR 20212293248 - File Number 5960737

EX-3.1 2 filename2.htm Exhibit 3.1 State of Delaware Secretary of State Division of Corporations Delivered 01:25 PM 06/01/2021 FILED 01:25 PM 06/01/2021 SR 20212293248 - File Number 5960737 CERTIFICATE OF INCORPORATION OF BERENSON ACQUISITION CORP. I THE UNDERSIGNED, acting as the incorporator of a corporation under and in accordance with the General Corporation Law of the State of Delaware, as th

PROMISSORY NOTE Principal Amount: Up to $300,000 Dated as of June 21, 2021

EX-10.1 4 filename4.htm Exhibit 10.1 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE

Berenson Acquisition Corp. I 667 Madison Avenue, 18th Floor New York, NY 10065

Exhibit 10.2 Berenson Acquisition Corp. I 667 Madison Avenue, 18th Floor New York, NY 10065 June 25, 2021 Berenson SPAC Holdings I, LLC 667 Madison Avenue, 18th Floor New York, NY 10065 RE: Subscription Agreement for Founder Shares Ladies and Gentlemen: We are pleased to accept the offer Berenson SPAC Holdings I, LLC (the ?Subscriber? or ?you?) has made to purchase 7,187,500 shares (?Founder Share