Table of Contents
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM
10-Q
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, 2021March 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:
001-40843
 
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
Identification No.)
667 Madison Avenue, 18
th
Floor
New York, New York
 
10065
(Address of principal executive offices)
 
(Zip Code)
(212)
935-7676
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange

on which registered
Units, each consisting of one share of Class A Common Stock, par value $0.0001 per share and
one-half
of one Warrant
 
BACA.U
 
The New York Stock Exchange
Class A Common Stock, par value $0.0001 per share
 
BACA
 
The New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
 
BACA WS
 
The New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes
  ☐  ☒    No  ☒
☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes
  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule
Rule 12b-2
of the Exchange Act.
Large accelerated filer ☐  Accelerated filer ☐
Non-accelerated filer
filer
 ☒  Smaller reporting company ☒
 
  Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule
Rule 12b-2
of the Exchange Act).    Yes  
☒    
No  ☐
As of NovemberMay 12,
, 2021, 2022, there were 27,510,000 shares of Class A common stock, par value $0.0001 per share, and 6,877,500 shares of Class B common stock, par value $0.0001 per share, issued and outstanding.
 
 
 
Table of Contents
BERENSON ACQUISITION CORP. I
FORM
10-Q
FOR THE QUARTER ENDED JUNE 30, 2021March 31, 2022
TABLE OF CONTENTS
 
Page
 
PART I - FINANCIAL INFORMATION
1 
PART I. FINANCIAL INFORMATIONItem 1. Condensed Financial Statements.
1
Condensed Balance Sheet as of March 31, 2022 (Unaudited) and December 31, 2021
1
Unaudited Condensed Statements of Operations for the three months ended March 31, 2022
2
Unaudited Condensed Statement of Changes in Redeemable Common Stock and Stockholders’ Deficit for the three months ended March 31, 2022
   3 
Item 1.
Condensed Financial Statements
3
Condensed Balance Sheet as of June 30, 2021 (Unaudited)
3
Unaudited Condensed Statement of Operations for the period from June 1, 2021 (Date of Inception) to June 30, 2021 (Unaudited)
4
Unaudited Condensed Statement of Changes in Stockholders’ Equity for the period from June 1, 2021 (Date of Inception) to June 30, 2021 (Unaudited)
5
Unaudited Condensed Statement of Cash Flows for the period from June 1, 2021 (Date of Inception) to June 30, 2021 (Unaudited)three months ended March 31, 2022
   64 
Notes to the Unaudited Condensed Financial Statements
   75 
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of OperationsOperations.
15
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
   18 
Item 4. Controls and Procedures.
   19
Item 3.
PART II - OTHER INFORMATION
  
20
QuantitativeItem 1. Legal Proceedings.
20
Item 1A. Risk Factors.
20
Item 2. Unregistered Sales of Equity Securities and Qualitative Disclosures About Market RiskUse of Proceeds.
20
Item 3. Defaults Upon Senior Securities.
20
Item 4. Mine Safety Disclosures.
20
Item 5. Other Information.
   21 
Item 4.
Controls and Procedures6. Exhibits.
   21 
PART II. OTHER INFORMATION
22
Item 1.
Legal Proceedings
22
Item 1A.
Risk Factors
22
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities
22
Item 3.
Defaults Upon Senior Securities
22
Item 4.
Mine Safety Disclosures
23
Item 5.
Other Information
23
Item 6.
Exhibits
23
Table of Contents
PART I—I - FINANCIAL INFORMATION
Item 1. Condensed Financial Statements.
BERENSON ACQUISITION CORP. I
CONDENSED UNAUDITED BALANCE SHEET
March 31, 2022 (Unaudited) and December 31, 2021
         
   
March 31, 2022
(Unaudited)
  
December 31, 2021
 
ASSETS
         
CURRENT ASSETS:         
Cash  $466,375  $670,762 
Prepaid expenses and other assets   532,004   413,338 
Total current assets   998,379   1,084,100 
Prepaid expenses and other assets, net of current portion   0     250,786 
Cash held in Trust Account   275,127,580   275,105,128 
          
TOTAL ASSETS  $276,125,959  $276,440,014 
          
LIABILITIES AND STOCKHOLDERS’ DEFICIT
         
Accounts payable  $12,177  $35,194 
Accrued expenses   241,299   56,600 
Franchise tax payable   50,000   117,310 
          
Total current liabilities   303,476   209,104 
Derivative warrant liabilities   5,739,390   10,278,380 
Deferred underwriting fee payable   9,628,500   9,628,500 
          
TOTAL LIABILITIES   15,671,366   20,115,984 
          
Commitments and Contingencies
         
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 27,510,000 shares issued and outstanding, subject to possible redemption at $10.00 per share   275,100,000   275,100,000 
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; NaN issued and outstanding   0     0   
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 6,877,500 shares issued and outstanding as of March 31, 2022 and December 31, 2021   688   688 
Additional
paid-in
capital
   0     0   
Accumulated deficit   (14,646,095)   (18,776,658) 
          
Total stockholders’ deficit   (14,645,407)   (18,775,970) 
          
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT  $276,125,959  $276,440,014 
          
June 30, 2021
ASSETS
 
CURRENT ASSETS:
  
Cash
  $25,000 
  
 
 
 
Total current assets
   25,000 
  
 
 
 
Deferred offering costs
   117,300 
  
 
 
 
TOTAL ASSETS
  $ 142,300 
  
 
 
 
LIABILITIES AND STOCKHOLDER’S EQUITY
 
CURRENT LIABILITIES:
  
Accrued expenses
  $105,000 
Sponsor loan
   15,000 
  
 
 
 
Total current liabilities
   120,000 
  
 
 
 
TOTAL LIABILITIES
   120,000 
  
 
 
 
Stockholder’s equity (deficit):
  
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; NaN issued and outstanding
   0   
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 7,187,500 shares issued and outstanding
   719 
Additional
paid-in
capital
   24,281 
Accumulated deficit
   (2,700) 
  
 
 
 
Total stockholder’s deficit
   22,300 
  
 
 
 
TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT
  $142,300 
  
 
 
 
SeeThe accompanying notes to theare an integral part of these unaudited condensed financial statements.
 
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1
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BERENSON ACQUISITION CORP. I
UNAUDITED CONDENSED STATEMENTSTATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2022
     
   
For the Three Months
Ended March 31, 2022
 
General and administrative expenses  $380,879 
Franchise tax expenses   50,000 
      
Loss from operations   430,879 
Other income     
Interest income   22,452 
Change in fair value of derivative warrant liabilities   4,538,990 
      
Total other income   4,561,442 
      
Net income allocable to common stockholders  
$
4,130,563
 
      
Weighted average shares outstanding, redeemable Class A common stock
  
 
27,510,000
 
      
Basic and diluted net income per share, redeemable Class A common stock
  
$
0.12
 
      
Weighted average shares outstanding,
non-redeemable
common stock
  
 
6,877,500
 
      
Basic and diluted net income per share,
non-redeemable
common stock
  
$
0.12
 
      
For the period from June 1, 2021 (inception) through June 30, 2021
General and administrative expenses
  $2,700 
  
 
 
 
Net loss
  $(2,700) 
  
 
 
 
Weighted average shares outstanding, basic and diluted (1)
   6,250,000 
  
 
 
 
Basic and fully diluted net loss per share
  $0.00 
  
 
 
 
(1)
This number excludes an aggregate of up to 937,500 shares of Class
 B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 4).
SeeThe accompanying notes to theare an integral part of these unaudited condensed financial statements.
 
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2
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BERENSON ACQUISITION CORP. I
UNAUDITED CONDENSED STATEMENT OF CHANGES IN STOCKHOLDER’SREDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT
FOR THE THREE MONTHS ENDED MARCH 31, 2022
                             
       
Stockholders’ Equity (Deficit)
 
   
Class A Common Stock subject
to possible redemption
   
Class B Common Stock
 
   
Shares
   
Amount
   
Shares
   
Amount
   
Additional
Paid-In

Capital
   
Accumulated
Deficit
  
Total
Stockholders’
Equity (Deficit)
 
Balance - January 1, 2022   27,510,000   $275,100,000    6,877,500   $688   $0     $(18,776,658)  $(18,775,970) 
Net income   —      —      —      —      —      4,130,563   4,130,563 
                                   
Balance - March 31, 2022
  
 
27,510,000
 
  
$
275,100,000
 
  
 
6,877,500
 
  
$
688
 
  
$
0  
 
  
$
(14,646,095
) 
 
$
(14,645,407
) 
                                   
For the period from June 1, 2021 (inception) through June 30, 2021
   
Common Stock
   
Additional
Paid-in

Capital
      
Total
Stockholder’s
Equity
 
   
Class A
   
Class B
   
Accumulated
Deficit
 
   
Shares
   
Amount
   
Shares
   
Amount
 
Balance—June 1, 2021 (inception)
   —     $ —      0     $ 0     $0     $0    $0   
Issuance of Class B common stock to Sponsor (1)
   —      —      7,187,500    719    24,281    —     25,000 
Net loss
   —      —      —      —      —      (2,700)   (2,700) 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
  
 
 
 
Balance—June 30, 2021
   —     $—      7,187,500   $719   $ 24,281   $ (2,700)  $ 22,300 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
  
 
 
 
(1)
This number includes an aggregate of up to 937,500 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 4).
SeeThe accompanying notes to theare an integral part of these unaudited condensed financial statements.
 
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BERENSON ACQUISITION CORP. I
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2022
     
CASH FLOWS FROM OPERATING ACTIVITIES:     
Net income  $4,130,563 
Adjustments to reconcile net income to net cash used in operating activities:     
Interest income   (22,452) 
Change in fair value of derivative warrant liabilities   (4,538,990) 
Changes in operating assets and liabilities:     
Prepaid expenses and other assets   132,120 
Accounts payable   (23,017) 
Accrued expense   184,699 
Franchise tax payable   (67,310)
      
Net cash used in operating activities   (204,387) 
      
NET DECREASE IN CASH   (204,387) 
CASH BEGINNING OF PERIOD   670,762 
      
CASH END OF PERIOD  $466,375 
      
For the period from June 1, 2021 (inception) through June 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
  
Net loss
  $(2,700) 
Changes in operating assets and liabilities:
  
Accured expenses
   2,700 
  
 
 
 
Net cash used in operating activities
   0   
  
 
 
 
CASH FLOWS FROM FINANCING ACTIVITIES:
  
Proceeds from issuance of Class B common stock to Sponsor
   25,000 
  
 
 
 
Net cash provided by financing activities
   25,000 
  
 
 
 
NET INCREASE IN CASH
   25,000 
CASH BEGINNING OF PERIOD
   0   
  
 
 
 
CASH END OF PERIOD
  $25,000 
  
 
 
 
SUPPLEMENTAL DISCLOSURE OF
NON-CASH
ACTIVITIES:
  
Deferred offering costs included in accrued expenses
  $ 102,300 
  
 
 
 
Deferred offering costs included in sponsor loan
  $15,000 
  
 
 
 
SeeThe accompanying notes to theare an integral part of these unaudited condensed financial statements.
 
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BERENSON ACQUISITION CORP. I
NOTES TO THE UNAUDITED CONDENSED UNAUDITED FINANCIAL STATEMENTS
June 30, 2021NOTE 1—DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Note 1—Description of Organization, Business Operations and Basis of Presentation
Berenson Acquisition Corp. I (the “Company”) was incorporated in Delaware on June 1, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the(a “Business Combination”). Although the Company is not limited to a particular industry or geographical location, the Company intends to focus its search on a target business operating in the software and technology-enabled services industry with a total enterprise value in excess of $1 billion.
As of June 30,March 31, 2022 and December 31, 2021, the Company had not commenced any operations. All activity for the period from June 1, 2021 (inception) through June 30,March 31, 2022 and December 31, 2021 relates to the Company’s formation and the proposed initial public offering (the “Initial Public Offering”), which is described below. The Company willdoes not intend to generate any operating revenues until after the completion of its initiala Business Combination, at the earliest. The Company willintends to generate
non-operating
income in the form of interest income on cash and cash equivalents from the proceeds derived from the ProposedInitial Public Offering.
On September 27, 2021, the registration statement on Form
S-1
(File
No. 333-259470)
relating to the Initial Public Offering (as defined below)was declared effective by the U.S. Securities and Exchange Commission (the “SEC”). On September 30, 2021, the Company consummated the Initial Public Offering of 25,000,000 units (the “Units”), with each unit consisting of one share of Class A common stock (the “Public Shares”) and
one-half
of one redeemable warrant, each whole warrant entitling the holder thereof to purchase 1 share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $250,000,000, which is described in Note 3.
Simultaneously with the consummation of the Initial Public Offering, the Company has selected December 31 as its fiscal year end.
The Company’s sponsor isconsummated the sale of 7,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant, in a private placement to Berenson SPAC Holdings I, LLC;LLC, a Delaware limited liability company (the “Sponsor”). The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through an expected proposed public offering (the “Proposed Public Offering”), generating gross proceeds of 25,000,000 units (each, a “Unit” and collectively, the “Units”) at $10.00 per Unit (or 28,750,000 units if the underwriters’ over-allotment option is exercised in full), which is discussed in Note 3, and the sale of private placement warrants to the Sponsor,$7,000,000, which is described in Note 4.
On October 22, 2021, the underwriters of the Initial Public Offering partially exercised their over-allotment option and purchased 2,510,000 additional Units at $10.00 per Unit, generating additional gross proceeds of $25,100,000. In addition, on October 22, 2021, simultaneously with the partial exercise of the over-allotment option by the underwriters, the Sponsor purchased an additional 502,000 Private Placement Warrants at $1.00 per Private Placement Warrant, generating additional gross proceeds of $502,000.
The Company’s management has broad discretion with respectTransaction costs amounted to $16,646,076, consisting of $5,502,000 of underwriting commissions, $9,628,500 of deferred underwriting commissions, $1,009,105 for the excess fair value of founder shares attributable to the specific applicationanchor investors (see Note 4) and $506,471 of other offering costs.
A total of $275,100,000 (or $10.00 per Unit) of the net proceeds of the Proposedsale of the Units (including the partial exercise of the over-allotment option) in the Initial Public Offering and the sale of the Private Placement Warrants although substantially all of the net proceeds are intended to be applied generally toward consummatingwas placed in a Business Combination. There is no assurance that thetrust account (the “Trust Account”) with Continental Stock Transfer & Trust Company will be able to complete a Business Combination successfully. The Company must complete an initial Business Combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets heldacting as trustee, located in the Trust Account (as defined below) (netUnited States and invested only in U.S. “government securities” within the meaning of amounts disbursed to management for working capital purposes, if permitted, and excluding the amountSection 2(a)(16) of any deferred underwriting discount). However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Upon the closing of the Proposed Public Offering, management has agreed that an amount equal to at least $10.00 per Unit sold in the Proposed Public Offering, including proceeds from the sale of the Private Placement Warrants to the Sponsor, will be held in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities,” within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with, having a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule
2a-7
under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.
The Company is expectedobligations. Except with respect to provide holders of the Company’s outstanding shares of Class A common stock, par value $0.0001 per share, sold in the Proposed Public Offering (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares (as defined below) upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be
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BERENSON ACQUISITION CORP. I
NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
June 30, 2021
Note 1—Description of Organization, Business Operations and Basis of Presentation
- Continued
entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share), calculated as of two business days prior to the initial Business Combination, including interest earned on the funds held in the trust account and not previouslyTrust Account that may be released to the Company to pay its tax obligations, the Company’s taxes, net of taxes payable. The
per-share
amount to be distributed to Public Stockholders who redeem their Public Sharesfunds held in the Trust Account will not be reduced byreleased from the deferred underwriting commissionsTrust Account until the Company will pay to the underwriters (as discussed in Note 5). These Public Shares will be recorded at a redemption value and classified as temporary equity uponearliest of: (i) the completion of the Proposed Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with aan initial Business Combination, if a majority(ii) the redemption of theany public shares voted are votedproperly tendered in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Ifconnection with a stockholder vote is not required by applicable law or stock exchange rule andto amend the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to itsCompany’s amended and restated certificate of incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange rule, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote any Founder Shares (as defined below in Note 4) and any Public Shares held by them in favor of a Business Combination. In addition, the initial stockholders have agreed to waive their redemption rights with respect to any Founder Shares and any Public Shares held by them in connection with the completion of a Business Combination.
The Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.
The Sponsor and the Company’s officers and directors (the “initial stockholders”) have agreed, pursuant to a letter agreement with the Company, that they will not propose any amendment to the Certificate of Incorporation (A)(a) to modify the substance or timing of the Company’s obligation to allow redemptionredemptions in connection with the initial Business Combination or to redeem 100% of the Public Sharesits public shares if the Companyit does not complete a Business Combination within the Combination Period (as defined below)its initial business combination by March 30, 2023 or (B)(b) with respect to any other provision relating to stockholders’ rights or
pre-initial
Business Combination activity, unlessand (iii) the Company provides the Public Stockholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding Public Shares.
If the Company is unable to complete a Business Combination within 18 months from the closingredemption of the Proposed Public Offering (as such period may be extended pursuantCompany’s public shares if it does not complete its initial business combination by March 30, 2023, subject to the Certificate of Incorporation, the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a
per-shareapplicable law.
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes, net of taxes payable (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders
 
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The Public Shares are recorded at their redemption amount and classified as temporary equity at the balance sheet, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”)
BERENSON ACQUISITION CORP. I
Liquidity and Capital Resources
NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
As of March 31, 2022, the Company had approximately $466,000 in cash and working capital of approximately $745,000 (without taking into account franchise tax obligations of $50,000 that may be paid using investment income earned in the Trust Account). The Company intends to use the funds held outside of the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete an initial Business Combination.
June 30, 2021
Note 1—DescriptionIn order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of Organization, Business Operations and Basis of Presentation
- Continued
(including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approvalSponsor, or certain of the Company’s remaining stockholdersofficers and the Company’s board of directors dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless ifloan the Company fails to completefunds as may be required (“Working Capital Loans”). If the Company completes its initial Business Combination, withinit expects to repay any Working Capital Loans out of the Combination Period.
The initial stockholders have agreed to waive their rights to liquidating distributions fromproceeds of the Trust Account with respectreleased to anyit. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account.
The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to purchase Founder Shares held by them if(as defined in Note 4), and loan proceeds from the Sponsor of $176,000 under an unsecured promissory note (as discussed in Note 4). The Company fails to complete a Business Combination withinrepaid the Combination Period. However, ifpromissory note in full on September 30, 2021. The Company’s liquidity needs have been satisfied with the initial stockholders acquire Public Shares in or afterproceeds from the Proposedconsummation of the Initial Public Offering they will be entitled to liquidating distributions fromand sale of the Private Placement Warrants held outside of the Trust Account with respect to such Public Shares ifAccount.
Based on the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the eventforegoing, the Company does not complete a Business Combination withinbelieve it will need to raise additional funds in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only, or less than, $10.00. In order to protectmeet the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third partyexpenditures required for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Proposed Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
operating its business.
Going Concern ConsiderationNOTE 2—SIGNIFICANT ACCOUNTING POLICIES
As of June 30, 2021, the Company had $25,000 in cash and a working capital deficiency of ($95,000). Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. Management plans to address this need for capital through the Proposed Public Offering. As noted in Note 8, The Proposed Public Offering closed on September 30, 2021 (the “Close Date”) resulting in the sale of 25,000,000 Units at a price of $10.00 per Unit. The Sponsor purchased an aggregate of 7,000,000 Private Placement Warrants for $1.00 each, or $7,000,000 in the aggregate. Of the total proceeds from the Public Offering and Private Placement, $250,000,000 was deposited into the Trust Account on the Close Date. The Company also has approximately $719,000 in cash for operational use as of September 30, 2021. Based on foregoing facts, management believes the going concern risk has been alleviated and expects to operate for the next 12 months.    
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BERENSON ACQUISITION CORP. I
NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
June 30, 2021
Note 1—Description of Organization, Business Operations and Basis of Presentation
- Continued
Basis of Presentation
The accompanying interim unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles, generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, since thesethe accompanying interim unaudited financial statements are condensed, financial statements, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the interim unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period from June 1, 2021 (inception) through June 30, 2021three months ended March 31, 2022 are not necessarily indicative of the results that may be expected through December 31, 2021.
2022.
T
heThe accompanying interim unaudited condensed financial statements should be read in conjunction with the final prospectus ofCompany’s Annual Report on Form
10-K
for the Companyyear ended December 31, 2021, filed with the SEC on September 29, 202March 31, 2022.
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Note 2—Summary
Accounting Standards Adoption
Section 102(b)(1) of Significant Accounting Policiesthe Jumpstart Our Business Startups Act of 2012 (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 Securities Exchange Act of 1934, as amended) 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.
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. Such estimates may be subject to change as more current information becomes available and, 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 and cash equivalents. The Company did 0t have any cash equivalents as of June 30,March 31, 2022 and December 31, 2021.
Cash Held in Trust Account
At March 31, 2022 and December 31, 2021, the assets held in the Trust Account were held in money market funds which invest in U.S. Treasury securities.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. At June 30,March 31, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements”Measurements and Disclosures” (“ASC 820”). approximates the carrying amounts represented in the balance sheet.sheet due to their short-term nature.
Fair Value Measurement
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 entitythat prioritizes and ranks the level of observability of inputs used to maximize the use of observable inputs and minimize the use of unobservable inputs when measuringmeasure investments at fair value. ObservableThe observability of inputs reflectis impacted by a number of factors, including the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independenttype 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.
Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputsinvestment, characteristics specific to the fair value measurement are observable inputs, such asinvestment, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities.
liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).
Level 2 — Inputs to theInvestments with readily available quoted prices or for which fair value measurement are determined usingcan be measured from quoted prices for recently traded assetsin active markets will typically have a higher degree of input observability 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.a lesser degree of judgment applied in determining fair value.
 
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BERENSON ACQUISITION CORP. I
NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
June 30, 2021
Note 2—SummaryThe three levels of Significant Accounting Policies—Continued
Level 3 — Inputs to the fair value measurementhierarchy under ASC 820 are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.
follows:
Use of Estimates
Level 1—Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used.
Level 2—Pricing inputs are other than quoted prices included within Level 1 that are observable for the investment, either directly or indirectly. Level 2 pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
Level 3—Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation.
T
he preparation of condensed 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 during the reporting period. Actual results could differ from those estimate
s.Derivative Liabilities
Deferred Offering Costs AssociatedThe Company evaluated the warrants and Private Placement Warrants (collectively, the “Warrant Securities”) in accordance with ASC Topic
815-40,
“Derivatives and Hedging — Contracts in Entity’s Own Equity” (“ASC
815-40”)
and concluded that the Proposed Public Offering
Deferred offering costs consistWarrant Securities could not be accounted for as components of legal, accounting, underwriting fees and other costs incurred throughequity. As the Warrant Securities meet the definition of a derivative in accordance with ASC
815-40,
the Warrant Securities are recorded as derivative liabilities on the accompanying balance sheet date that are directly related to the Proposed Public Offering and that will be charged to stockholder’s equity upon the completionmeasured at fair value at inception (the closing date of the ProposedInitial Public Offering. ShouldOffering) and remeasured at each reporting date in accordance with ASC 820 with changes in fair value recognized in the Proposed Public Offering proveaccompanying statement of operations in the period of change.
Class A Common Stock Subject to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations.Possible Redemption
Net Loss Per Common Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number ofaccounts for its shares of common stock outstanding duringsubject to possible redemption in accordance with the period excludingguidance in ASC 480. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC
480-10-S99,
redemption provisions not solely within the Company’s control require common stock subject to forfeiture. Weighted averageredemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480.
All of the 27,510,000 shares were reducedof Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the effectredemption of an aggregatesuch public shares in connection with the Company’s liquidation if there is a stockholder vote or tender offer in connection with a Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of 937,500incorporation. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of common stock that are subject to forfeiture ifequal the over-allotment option is not exercised byredemption value at the underwriters (Note 5). At June 30, 2021,end of each reporting period. Increases or decreases in the Company did 0t have any dilutive securities and other contracts that could, potentially, be exercised or converted into sharescarrying amount of redeemable common stock are affected by charges against additional
paid-in
capital and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented.accumulated deficit.
Income Taxes
T
heThe Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the condensed financial statementsstatement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed immaterial as of June 30, 202March 31, 2022 and December 31, 2021.
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FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were 0 unrecognized tax benefits as of June 30, 2021.March 31, 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. NaN amounts were accrued for the payment of interest and penalties as of June 30, 2021.March 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 may be subject to potential examination by federal, state and city 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, state and city 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. The Company is subject to income tax examinations by major taxing authorities since inception.
Net income per Share of Common Stock
The provision forNet income taxes was deemed de minimsper share is computed by dividing net income by the weighted average number of common shares outstanding for the period from June 1, 2021 (dateperiod. The Company applies the
two-class
method in calculating net income per share. The contractual formula utilized to calculate the redemption amount approximates fair value. The Class feature to redeem at fair value means that there is effectively only one class of inception) through June 30, 2021.common stock. Changes in fair value are not considered a dividend of the purposes of the numerator in the earnings per share calculation. Net income per share is computed by dividing the pro rata net income between the Class A common stock and the Class B common stock by the weighted average number of common stock outstanding for each period. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the Initial Public Offering since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable for 21,257,000 shares of Class A common stock in the aggregate.
The following table reflects the calculation of basic and diluted net income per share of common stock (in dollars, except per share amounts):
    
   
Three Months Ended
March 31, 2022
 
Class A Common Stock
     
Numerator: Earnings allocable to Redeemable Class A Common Stock     
Net income allocable to Class A Common Stock subject to possible redemption  $3,304,450 
Denominator: Weighted Average Class A Common Stock     
Basic and diluted weighted average shares outstanding   27,510,000 
      
Basic and diluted net income per share  $0.12 
      
Class B Common Stock
     
Numerator: Net income minus Net Earnings     
Net income allocable to Class B Common Stock  $826,113 
Denominator: Weighted Average Class B Common Stock     
Basic and diluted weighted average shares outstanding   6,877,500 
      
Basic and diluted net income per share  $0.12 
      
Stock-Based Compensation Expense
The Company accounts for stock-based compensation expense in accordance with ASC Topic 718, “Compensation — Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. The fair value of equity awards has been estimated using a market approach. Forfeitures are recognized as incurred.
 
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BERENSON ACQUISITION CORP. I
NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
June 30, 2021
Compensation expense related to the Founder Shares (as defined in Note 2—Summary4 below) is recognized only when the performance condition is probable of Significant Accounting Policies—Continued
Recent Accounting Pronouncements
In August 2020,occurrence. As of March 31, 2022, the FASB issued ASU
No. 2020-06,
 Debt—Debt with ConversionCompany determined that a Business Combination is not considered probable, and, Other Options (Subtopic
 470-20)
 and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic
 815-40):
 Accounting for Convertible Instruments and Contractstherefore, 0 stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an Entity’s Own Equity
(“ASU
2020-06”),
which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditionsamount equal to the number of Founder Shares that are required for equity-linked contracts to qualifyultimately vest multiplied times the latest modification date fair value per share (unless subsequently modified) less the
amount initially re
ceived for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted
ASU 2020-06 on
June 1, 2021 (inception). Adoptionpurchase of the ASU did not impact the Company’s financial position, results of operations or cash flows.
Founder Shares.
M
anagement does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statement
s.
NoteNOTE 3—Proposed Public Offering
INITIAL PUBLIC OFFERING
Pursuant to the ProposedInitial Public Offering, the Company intends to offer for sale 25,000,000 unitssold 27,510,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock (such shares of common stock included in the Units being offered, the “Public Shares”), and
one-half
of one redeemable warrant (each, a “Public Warrant”).warrant. Each whole Public Warrantwarrant entitles the holder to purchase one share of Class A common stock at aan exercise price of $11.50 per share, subject to adjustment (see Note 6).
share. Only whole warrants may be exercised and no fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Companywarrants will grantbecome exercisable on the underwriters a
45-day
optionlater of 30 days after the completion of the Business Combination and 12 months from the closing date of the final prospectus relatingInitial Public Offering, and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. Alternatively, if the Company does not complete a Business Combination within 18 months after the closing of the Initial Public Offering, the warrants will expire. If the Company is unable to deliver registered shares of Class A common stock to the Proposedholder upon exercise of warrants issued in connection with the 27,510,000 Units during the exercise period, the warrants will expire worthless, except to the extent that they may be exercised on a cashless basis in the circumstances described in the agreement governing the warrants.
Once the warrants become exercisable, the Company may redeem the outstanding warrants in whole, but not in part, at a price of $0.01 per warrants upon not less than 30 days’ prior written notice of redemption, and only in the event that the last sale price of the Company’s Public Shares equals or exceeds $18.00 per share for any 20 trading days within the
30-trading
day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrants holders. Additionally, 90 days after the warrants become exercisable, the Company may redeem the outstanding warrants in whole, but not in part, at a price of $0.10 per warrant provided that holders will be able to exercise their warrants prior to redemption and receive shares of Class A common stock at a price based on the redemption date and “fair market value” of the Company’s Class A common stock upon a minimum of 30 days’ prior written notice of redemption, and only in the event that the last sale price of the Company’s Class A common stock equals or exceeds $10.00 per share on the trade date prior to the date on which the Company sends the notice of redemption to the warrant holders. The “fair market value” of the Company’s Class A common stock shall mean the average reported last sale price of the Company’s Class A common stock for the 10 trading days ending on the third
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trading day prior to the date on which the notice of redemption is sent to the warrant holders. The Company has agreed to use its commercially reasonable efforts to file a registration statement with the SEC for the Class A common stock issuable upon exercise of the warrants under the Securities Act as soon as practicable, but in no event later than 20 business days following the completion of a Business Combination.
Eleven qualified institutional buyers or institutional accredited investors which are not affiliated with the Company, the Sponsor, the Company’s directors, or any member of the Company’s management (the “anchor investors”), have each purchased Units in the Initial Public Offering to purchase up to 3,750,000 additional Units to cover over-allotments, if any, at varying amounts not exceeding 9.9% of the Proposedunits sold in the Initial Public Offering price, less underwriting discounts and commissions.Offering.
NoteNOTE 4—Related Party Transactions
RELATED PARTY TRANSACTIONS
Founder Shares
On June 25, 2021, the Sponsor subscribedpurchased an aggregate of 7,187,500 Founder Shares for an aggregate purchase price of $25,000. In September 2021, the Sponsor transferred an aggregate of 25,000 founder shares (for a total of 125,000 founder shares) to each of its independent directors and special advisor at their original purchase 7,187,500 sharesprice. Subsequently, on September 30, 2021, the Sponsor sold an aggregate of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), and fully paid for those shares on June 30, 2021. The initial stockholders have agreed to forfeit up to 937,5001,872,159 Founder Shares to the extent thatanchor investors at their original purchase price. Following the expiration of the underwriter’s over-allotment option, is not exercised in full byon November 12, 2021 the underwriters. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the underwriters so thatSponsor forfeited 310,000 Founder Shares. At March 31, 2022 and December 31, 2021, there were 6,877,500 Founder Shares issued and outstanding.
With certain limited exceptions, the Founder Shares will represent 20.0%
ofare not transferable, assignable or salable by the Company’s issued and outstanding shares of common stock after the Proposed Public Offering. If the Company increases or decreases the size of the Proposed Public Offering, the Company will effect a stock dividend or share contribution back to capital or other appropriate mechanism, as applicable, immediately prior to the consummation of the Proposed Public Offering in such amount as to maintain the number of Founder Shares at
 20.0% of the Company’s issued and outstanding shares of common stock upon the consummation of the Proposed Public Offering.
The initial stockholders will agree, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A)of (i) one year after the completion of thean initial Business Combination or (B)and (ii) subsequent to the initial Business Combination, (x)(a) 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 dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any
30-trading
day period commencing at least 150 days after the initial Business Combination, or (y)(b) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’sits public stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property.
In connection with each anchor investor purchasing 100% of the Units allocated to it in the Initial Public Offering, the Sponsor sold an aggregate of 1,872,159 Founder Shares to the anchor investors at their original purchase price. The Company estimated the excess aggregate fair value over the amount paid by the anchor investors of the Founder Shares attributable to the anchor investors to be $13,610,087 or $7.274 per share. The estimated fair value was determined using the Company price per share less a discount for lack of marketability using a Finnerty Model. The excess of the fair value of the Founder Shares sold over the purchase price was determined to be an issuance cost of the Initial Public Offering incurred on the Company’s behalf. Accordingly, this issuance cost was accounted for as an equity contribution from the Sponsor.
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BERENSON ACQUISITION CORP. I
NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
June 30, 2021
Note 4—Related Party Transactions—Continued
the Initial Public Offering consisted of warrants that are accounted for as liabilities, a portion of the excess of fair value was expensed to the statement of operations.
Private Placement Warrants
TheSimultaneously with the consummation of the Initial Public Offering and the partial exercise by the underwriters of their over-allotment option, the Sponsor is expected to purchase an aggregate of 7,000,000purchased from the Company 7,502,000 Private Placement Warrants (or 7,750,000 Private Placement Warrants if the underwriters’ over-allotment option is exercised in full), at a price of $1.00 per warrant, or approximately $7,502,000, in private placements. Each Private Placement Warrant (approximately $7,000,000 inentitles the aggregate, or $7,750,000 if the underwriters’ over-allotment option is exercised in full) in a private placement that will occur simultaneously with the closing of the Proposed Public Offering. Each whole Private Placement Warrant is exercisable forholder to purchase one whole share of Class A common stock at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the salepurchase price of the Private Placement Warrants to the Sponsor will bewas added to the proceeds from the ProposedInitial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will not be
non-redeemable
for cash (except as described below) and exercisable on a cashless basis redeemable by the Company so long as they are held by the Sponsor or its permitted transferees.
The Sponsor will agree, subject to limited exceptions, not to transfer, assign or sell If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants issued as part of the Units in the Initial Public Offering. The Sponsor, or its permitted transferees, will have the option to exercise the Private Placement Warrants on a cashless basis. In addition, the Private Placement Warrants (and the shares of Class A common stock issuable upon exercise of such Private Placement Warrants) will, subject to certain limited exceptions, be subject to transfer restrictions until 30 days after the completion of the initiala Business Combination.
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If the Company does not complete a Business Combination by March 30, 2023, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Company’s Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.
Related Party Loans
On June 25, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Proposed Public Offering pursuant to a promissory note (the “Note”). This loan is
non-interest
bearing and payable on the earlier of December 31, 2021 or the completion of the Proposed Public Offering. The outstanding balance as of June 30, 2021 was $15,000.
In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to,will loan the Company funds as may be required (“Working Capital Loans”). Upon the consummation of a Business Combination the Working Capital Loans. If the Company completes its Business Combination, it expects to repay any Working Capital Loans may be repaid out of the proceeds of the Trust Account released to it. Otherwise, the Company or, atWorking Capital Loans may be repaid only out of funds held outside the lender’s discretion, upTrust Account. Up to $1,500,000 of the loan balanceWorking Capital Loans may be convertedconvertible into warrants with termsat a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants, at aincluding as to exercise price, exercisability and exercise period. The terms of $1.00 per warrant. If a Business Combination does not close the Working Capital Loans could only be repaid with funds held outside the Trust Account.
Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and 0no written agreements exist with respect to such loans. To date, the Company hadWorking Capital Loans. As of March 31, 2022, there were no borrowingsamounts outstanding under theany Working Capital Loans.
Service and Administrative FeesServices Agreement
The Company intends to enterentered into an agreement with the Sponsor pursuant to which, commencing on September 28, 2021 through the effective dateearlier of the Proposed Public Offering,Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of up to $10,000 per month for office space, secretarial and administrative support. Upon completionFor the three months ended March 31, 2022, the Company incurred $30,000 for these services, which is included in accrued expenses in the accompanying balance sheet
and general and administrative expenses in the accompanying statement of the Business Combination oroperations.
NOTE 5—STOCKHOLDERS’ DEFICIT
Preferred Stock—
The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s liquidation, the Company will cease paying these monthly fees.
Note 5—Commitments & Contingencies
Registration Rights
The holdersboard of Founder Shares, Private Placement Warrantsdirectors. At March 31, 2022 and any warrants that may beDecember 31, 2021, there were 0 shares of preferred stock issued upon conversion of Working Capital Loans will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to the consummation of the Proposed Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
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BERENSON ACQUISITION CORP. I
NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
June 30, 2021
Note 5—Commitments & Contingencies – Continued
Underwriting Agreement
The underwriters are expected to be entitled to an underwriting discount of $0.20 per unit, or $5,000,000 in the aggregate (or approximately $5,750,000 in the aggregate if the underwriters’ over-allotment option is exercised in full), payable upon the closing of the Proposed Public Offering. $0.35 per unit, or approximately $8,750,000 in the aggregate (or approximately $10,062,500 in the aggregate if the underwriters’ over-allotment option is exercised in full) will be payable to the underwriters for deferred underwriting commissions. 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.outstanding.
Note 6—Stockholder’s Equity
Class
 A Common StockStock—
—The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of June 30,At March 31, 2022 and December 31, 2021, there were 027,510,000 shares of Class A common stock issued or outstanding.and outstanding, all of which were subject to possible redemption and were classified at their redemption value outside of stockholders’ deficit on the balance sheet.
Class
 B Common StockStock—
—The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. On June 25,At March 31, 2022 and December 31, 2021, the Sponsor subscribed to purchase 7,187,500there were 6,877,500 shares of Class B common stock which was fully paid on June 25, 2021. Of these, an aggregate of up to 937,500 shares of Class B common stock are subject to forfeiture to the Company by the initial stockholders for no consideration to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the number of Founder Shares will equal 20% of the Company’s issued and outstanding shares of common stock after the Proposed Public Offering.outstanding.
Stockholders of record are entitledPrior to one vote for each share held on all matters to be voted on by stockholders; provided that, prior to the completion of the initiala Business Combination, only holders of the Class B common stock will have the right to elect allvote on the election of directors and holders of a majority of the Company’s directors andoutstanding shares of our Class B common stock may remove members of the Company’s board of directors for any reason. Holders of the Public Shares will not be entitled to vote on the Company’s election of directors during such time. These provisions of the Certificate of Incorporation may only be amended by a resolution passed by the holders of a majority of shares of the Class B common stock. With respect to any other matter submitted to a vote of the Company’s stockholders, including any vote in connection with the initial Business Combination, holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all other matters submitted to a stockholder vote of the Company’s stockholders, except as required by law.
The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initiala Business Combination, or earlier at the option of the holders,holder, on a
one-for-one
basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as described herein.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 issuedoffered in the ProposedInitial Public Offering and related to the closing of the initiala Business Combination, including pursuant to a specified future issuance, 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 then-outstandingoutstanding shares of Class B common
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stock agree to waive such adjustment with respect to any such issuance or deemed issuance, including a specifiedspecific future 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, in the aggregate, on an
as-converted
basis, 20% of the sum of the totalaggregate number of all shares of common stock outstanding upon the completion of plus the Proposed Public Offering plus allaggregate number of shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initiala Business Combination (excluding any shares or equity-linked securities issued, or issuableto be issued, to any seller in the initiala Business Combination)Combination and any private p
lacement-eq
uivalent warrants issued upon conversion of Working Capital Loans).
NOTE 6—FAIR VALUE MEASUREMENTS
The fair value of the Company���s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet as of March 31, 2022 and December 31, 2021. The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses are estimated to approximate the carrying values as of March 31, 2022 and December 31, 2021 due to the short maturities of such instruments.
14
                 
   
As of March 31, 2022
 
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Assets:
                    
U.S. Treasury Securities held in Trust Account  $275,127,580   $—     $—     $275,127,580 
                     
   $275,127,580   $—     $—     $275,127,580 
                     
                 
   
As of December 31, 2021
 
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Assets:
                    
U.S. Treasury Securities held in Trust Account  $275,105,128   $—     $—     $275,105,128 
                     
   $275,105,128   $—     $—     $275,105,128 
                     
The following table presents information about the Company’s derivative liabilities that are measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.
                 
   
As of March 31, 2022
 
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Liabilities:
                    
Public Warrants  $3,713,850   $—     $—     $3,713,850 
Private Placement Warrants   —      2,025,540    —      2,025,540 
                     
Total
  
$
3,173,850
 
  
$
2,025,540
 
  
$
—  
 
  
$
5,739,390
 
                     
                 
   
As of December 31, 2021
 
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Liabilities:
                    
Public Warrants  $6,602,400   $—     $—     $6,602,400 
Private Placement Warrants   —      —      3,675,980    3,675,980 
                     
Total
  
$
6,602,400
 
  
$
—  
 
  
$
3,675,980
 
  
$
10,278,380
 
                     
The valuation methodology used in the determination of the fair value of financial instruments for which Level 3 inputs were used at December 31, 2021 was a modified Black-Scholes valuation model using inputs such as exercise price, stock price, volatility, term, risk-free rate and dividend yield.
The valuation methodology used at March 31, 2022 was based on quoted prices from a similar financial instrument in an active market.
Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period.
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The following table presents a summary of the changes in fair value of the Private Placement Warrants, as of March 31, 2022.
     
Private Placement Warrant liabilities at January 1, 2022  $3,675,980 
Change in fair value of Private Placement Warrant liabilities   (1,650,440) 
Transfer of Private Placement Warrants from Level 3 to Level 2   (2,025,540) 
      
Private Placement Warrant liabilities at March 31, 2022  $0 
      
BERENSON ACQUISITION CORP. I
NOTE 7—COMMITMENTS
NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
Registration Rights
June 30, 2021
Note 6—Stockholder’s Equity – Continued
Preferred Stock
—The Company is authorized to issue 1,000,000 sharesholders of preferred stock, par value $0.0001 per share, with such designations, votingthe Founder Shares, Private Placement Warrants and other rights and preferences aswarrants that may be determined from time to time by the Company’s board of directors. As of June 30, 2021, there were 0 shares of preferred stock issued or outstanding.
Note 7—Warrants
Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separationconversion of the Units and only whole Public Warrants will trade. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following the initial Business Combination to have declared effective, a registration statement covering the issuance of theworking 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 working capital loans and upon conversion of the founder shares) are entitled to maintainregistration rights pursuant to a current prospectus relatingregistration rights agreement entered into in connection with the Initial Public Offering, requiring the Company to thoseregister such securities for resale (in the case of the founder shares, ofonly after conversion to our Class A common stock untilstock). The holders of these securities are entitled to make up to 3 demands, excluding short form registration demands, that that the warrants expire or are redeemed; provided, that ifCompany register such securities. In addition, the Class A common stock is atholders have certain “piggy-back” registration rights with respect to other registration statements filed by the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1)Company subsequent to its completion of the Securities Act,Business Combination and rights to require the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) ofregister for resale such securities pursuant to Rule 415 under the Securities Act and, inAct. However, the eventregistration rights agreement provides that the Company so elects, it will not be required to fileeffect or maintain in effect apermit any registration or cause any registration statement but itfiled under the Securities Act to become effective until termination of the applicable
lock-up
periods. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The underwriters of the Initial Public Offering are entitled to a deferred underwriting commission of $9,628,500. Subject to the terms of the underwriting agreement of the Initial Public Offering, (i) the deferred underwriting commission will be required to use its best efforts to register or qualifyplaced in the shares under applicable blue sky lawsTrust Account and released to the extent an exemption is not available. The Public Warrants will become exercisable on the later of (a) 30 days afterunderwriters only upon the completion of a Business Combination and (b) 12 months from(ii) the closing ofdeferred underwriting commission will be waived by the Proposed Public Offering; providedunderwriters in each casethe event that the Company has an effective registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their Public Warrants on a cashless basis under the circumstances specified in the warrant agreement). The Public Warrants will expire five years after the completion ofdoes not complete a Business Combination or earlier upon redemption or liquidation. The warrants will have an exercise price of $11.50 per share. If (x) the Company issues additional shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) (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, initial stockholders or their affiliates, without taking into account any Founder Shares held by them 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 the initial Business Combination on the date of the consummation of the Initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s 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 the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of each warrant will be adjusted (to the nearest cent) such that the effective exercise price per full share will be equal to 115% of the higher of (i) the Market Value and (ii) the Newly Issued Price, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of (i) the Market Value and (ii) the Newly Issued Price.Combination.
The Private Placement Warrants will be identical to the Public Warrants, except that (1) the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (2) the Private Placement Warrants will be
non-redeemable
(except as described below) so long as they are held by the Sponsor or its permitted transferees, (3) the Private Placement Warrants may be exercised by the holders on a cashless basis and (4) the holders of the Private Placement Warrants (including with respect to the
 
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BERENSON ACQUISITION CORP. I
NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
June 30, 2021
Note 7—Warrants – Continued
shares of common stock issuable upon exercise of the Private Placement Warrants) are entitled to registration rights. If the Private Placement Warrants are held by someone other than the Sponsor or its 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.
The Company may call the Public Warrants for redemption:
in whole and not in part;
at a price of $0.01 per warrant;
upon a minimum of 30 days’ prior written notice of redemption; and
if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within the
30-trading
day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders.
If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.
In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.
The Company will evaluate the accounting treatment for the Private Placement Warrants and Public Warrants upon issuance based on the final terms and conditions.
Note 8—Subsequent Events
T
he Company evaluated subsequent events and transactions that occurred up to the date unaudited condensed financial statements were available to be issued. Based upon this review, except as noted below, the Company determined there have been no events that have occurred that would require adjustments to the disclosures in the unaudited condensed financial statement
s.
On September 15, 2021, the Sponsor transferred 25,000 Founder Shares to each of the Company’s independent directors and special adviser at a purchase price of approximately $0.004 per share.
On September 27, 2021 the registration statement for the Company’s Public Offering was declared effective by the United State Securities and Exchange Commission. The Public Offering closed on September 30, 2021 (the “Close Date”) resulting in the sale of 25,000,000 Units at a price of $10.00 per Unit. The Sponsor purchased an aggregate of 7,000,000 Private Placement Warrants for $1.00 each, or $7,000,000 in the aggregate. Of the total proceeds from the Public Offering and Private Placement, $250,000,000 was deposited into the Trust Account on the Close Date.
In conjunction with the close of the Public offering, eleven qualified institutional buyers or institutional accredited investors which are not affiliated with the Company, the Sponsor, the Company’s directors, or any member of the Company’s management (the “anchor investors”), have each purchased units in the Initial Public Offering at varying amounts not exceeding 9.9% of the units subject to the Public Offering. As part of each anchor investor purchasing 100% of the Units allocated to it, in connection with the closing of the Proposed Public Offering the Sponsor sold 1,872,159
Founder Shares at their original purchase price. The excess of the fair value of the Founder Shares sold over the purchase price was determined to be an issuance cost of the Public Offering incurred on the Company’s behalf. Accordingly, this issuance cost is accounted for as an equity contribution from the Sponsor. As a portion of the Public Offering consisted of warrants that are accounted for as liabilities, as such a portion of the excess of fair value was expensed to the statement of operations.
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BERENSON ACQUISITION CORP. I
NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
June 30, 2021
Note 8—Subsequent Events—Continued
The Company has entered into forward purchase agreements with third party anchor investors that are not affiliated with the Company or the Sponsor, under which such forward purchase investors may purchase up to an aggregate of $50,000,000 in Class A common stock as described in the forward purchase agreements, each in a private placement that will close immediately prior to the closing of the initial Business Combination. The terms of the forward purchase shares will generally be identical to the Class A common stock shares included in the units being sold in this offering, except that they will have registration rights and rights of first refusal with respect to any business combination financing, as described in the forward purchase agreements. The Company has agreed with one of its forward purchase investors that it will have the right to acquire up to $25,000,000 million of securities. At the Company’s option, the securities offered to the forward purchaser may be equity securities, convertible debt securities or
non-convertible
debt instruments. The form of securities offered are in the Company’s discretion, although the forward purchaser is not obligated to purchase any securities from the Company.
On October 22, 2021, the underwriters partially exercised their option to purchase additional Units, resulting in the issuance of an additional 2,510,000 Units at a public offering price of $10.00 p
er Uni
t. After giving effect to the partial exercise and close of the option, an aggregate of 27,510,000 Units have been issued in the Public Offering.
Simultaneously, with the sale of an additional 2,510,000 Unit, the Company consummated a private sale of an additional 502,000 Private Placement Warrants to the Sponsor at a price of $1.00 per warrant.
A total of $275,100,000 of the net proceeds from the Public Offering and sale of Private Placement Warrants were deposited into the
Trust Account.
On November 12, 2021, in connection with the underwriters’ partial exercise of their over-allotment option and waiver of the
remaining portion of such option, the Sponsor forfeited an aggregate of 310,000 Founder Shares at no cost, resulting in 6,877,500 outstanding as of November 12, 2021.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
References in this Quarterly Report on Form
10-Q
(this “Quarterly Report”) to “we,” “us” or the “Company” refer to Berenson Acquisition Corp. I. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Berenson SPAC Holdings I, LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of this Quarterly Report and our Annual Report of Form
10-K
for the final prospectus for our initial public offering (“Initial Public Offering”)year ended December 31, 2021 filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 29,March 31, 2021. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We are a blank check company incorporated on June 1, 2021 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). While we may pursue an initial business combination target in any industry or geographical location, we intend to focus our search on a target business operating in the software and technology-enabled services industry with a total enterprise value in excess of $1 billion.
On September 30, 2021, we consummated our initial public offering of securities (the “Initial Public Offering”) and simultaneous private placement (the “Private Placement”) of private placement warrants to the Sponsor, described below. We intend to effectuate our initial Business Combination using cash from the proceeds of our Initial Public Offering and the private placement of the private placement warrants (the “PrivatePrivate Placement, Warrants”) that occurred simultaneously with the consummation of our Initial Public Offering (the “Private Placement”), the proceeds of the sale of our shares in connection with our initial Business Combination, shares issued to the owners of the target,capital stock, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.cash, stock and debt.
We expect to continue to incur significant costs in the pursuit of our initial Business Combination.acquisition plans. We cannot assure you that our plans to complete our initial Business Combination will be successful.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities from inception through June 30, 2021March 31, 2022 were organizational activities and those necessary to prepare for our Initial Public Offering, described below.and since our Initial Public Offering, our activity has been limited to identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our initial Business Combination. We expect generate
non-operating
income in the form of interest income on marketable securities held in the trust account (the “Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee, located in the United States, established for the benefit of our public stockholders (the “Trust Account”).stockholders. We expect to incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, our initial Business Combination.
 
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For the period from June 1, 2021 through June 30, 2021,three months ended March 31, 2022, we had a net lossincome of $2,700,$4,130,563, which consisted of operating costs of $2,700.$430,879, interest income of $22,452 and change in fair value of derivative warrant liabilities of $4,538,990.
Liquidity, Capital Resources and Going Concern
Until the consummation of our Initial Public Offering, our only source of liquidity was an initial purchase of shares of Class B common stock, par value $0.0001 per share (“Founder(the “Founder Shares”), by the Sponsor and loans from the Sponsor.
On September 30, 2021, we consummated our Initial Public Offering of 25,000,000 units, at $10.00 per unit, generating gross proceeds of $250,000,000. Simultaneously with the consummation of our Initial Public Offering, we consummated the Private Placement of an aggregate of 7,000,000 private placement warrants to the Sponsor at a price of $1.00 per private placement warrants, generating gross proceeds of $7,000,000.
Following our Initial Public Offering (including the partial exercise of the over-allotment option), and Private Placement, a total of $275,100,000 was placed in the Trust Account. We incurred $15,636,971 in transaction costs, including $5,502,00 of underwriting commissions, $9,628,500 of deferred underwriting commissions and $506,471 of other costs.
For the period June 1, 2021 through June 30, 2021,three months ended March 31, 2022, cash used in operating activities was zero.$204,387. Net lossincome of $2,700$4,130,563 was affected by interest income of $22,452 and change in fair value of derivative warrant liabilities of $4,538,990 and changes in operating assets and liabilities, which used $2,700provided $226,492 of cash from operating activities.
As of June 30, 2021,March 31, 2022, we had cash and marketable securities held in the Trust Account of $275,127,580. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting commissions and income taxes payable), to complete our initial Business Combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
As of March 31, 2022, we had cash held outside of the Trust Account of $25,000.
On June 25, 2021,$466,375. We intend to use the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Proposed Public Offering pursuant to a promissory note (the “Note”). This loan is
non-interest
bearing and payable on the earlier of December 31, 2021 or the completionfunds held outside of the Initial Public Offering. The outstanding balance asTrust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of June 30, 2021 was $15,000.prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’sour officers and directors may, but are not obligated to,will loan the Companyus funds as may be required (“Working Capital Loans”). Upon the consummation of aIf we complete our Business Combination, thewe expect to repay any Working Capital Loans may be repaid out of the proceeds of the Trust Account released to us. Otherwise, the Company or, atWorking Capital Loans may be repaid only out of funds held outside the lender’s discretion, upTrust Account. Up to $1,500,000 of the loan balanceWorking Capital Loans may be convertedconvertible into warrants with terms identical to the Private Placement Warrants at a price of $1.00 per warrant. If a Business Combination does not closewarrant at the option of the lender. The warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. The terms of the Working Capital Loans could only be repaidhave not been determined and no written agreements exist with funds held outside the Trust Account.respect to such Working Capital Loans. As of March 31, 2022, there were no amounts outstanding under any Working Capital Loans.
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We do not expectbelieve we will need to raise additional financingfunds in order to meet the expenditures required for operating our business. However, if our estimates of the costs of identifying a target business, undertaking
in-depth
due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination.
business combination. Moreover, we may need to obtain additional financing either to complete our initial Business Combination, either because the transaction requires more cash than is available from the proceeds held in the Trust Accountbusiness combination or because we become obligated to redeem a significant number of our public shares upon completionconsummation of the Business Combination,our initial business combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. If we are unablebusiness combination.
Management continues to completeevaluate 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 our financial position, results of its operations and/or our ability to consummate an initial Business Combination because webusiness combination, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
On September 30, 2021 we consummated the Initial Public Offering by selling 25,000,000 units (“Units”) at $10.00 per Unit. The Sponsor purchased an aggregate of 7,000,000 Private Placement Warrants for $1.00 each, or $7,000,000 in the aggregate. Of the total proceedsinclude any adjustments that might result from the Initial Public Offeringoutcome of this uncertainty. Our ability to consummate an initial business combination may also be dependent on raising additional equity and Private Placement, $250,000,000 was deposited intodebt financing, which may be impacted by the Trust Account
COVID-19
pandemic and resulting market volatility. The impact of the
COVID-19
pandemic on September 30, 2021. The Initial Public Offering also resulted inour results of operations, financial position and cash flows will depend on future developments, including the Company having approximately $719,000 in cash held outside the Trust for operational needs.
On October 22, 2021, the underwriters partially exercised the over-allotment by purchasing an additional 2,510,000. Simultaneously with the partial exercisecontinued duration and spread of the over-allotment by the underwriters, the Sponsor purchased an additional 502,000 Private Placement Warrants at $1.00 per warrant totaling $502,000. As part of the partial over-allotment, the Company incurred additional underwriting fees of $502,000pandemic and deferred underwriting fees of $878,500.
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Based on the foregoing, management believes that we will have sufficient working capitalrelated advisories and borrowing capacity to meet our needs through the earlier of the consummation of a Business Combination or one year from this filing.
restrictions, which are highly uncertain and cannot be predicted.
Off-Balance
Sheet Arrangements
We did not have any
off-balance
sheet arrangements as of June 30, 2021.March 31, 2022.
Contractual Obligations
We do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or other long-term liabilities, other than an agreement to pay the Sponsor a monthly fee of $10,000 for office space, and secretarial and administrative services.support. We began incurring these fees on September 27,28, 2021 and will continue to incur these fees monthly until the earlier of the completion of our initial Business Combination and our liquidation.
The underwriters of our Initial Public Offering are entitled to a deferred feeunderwriting commission of $0.35 per Unit,unit, or $8,750,000$9,628,500 in the aggregate. Subject to the terms of the underwriting agreement, (i) the deferred feeunderwriting commission was placed in the Trust Account and will be released to the underwriters only upon the completion of our initial Business Combination and (ii) the deferred feeunderwriting commission will be waived by the underwriters in the event that we do not complete a Business Combination.
Critical Accounting Policies and Estimates
The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:
Net Lossincome (loss) Per Common ShareStock Shares
We apply the
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net losstwo-class
method in calculating net income per share of common stock. The contractual formula utilized to calculate the redemption amount approximates fair value. The class feature to redeem at fair value means that there is effectively only one class of stock. Changes in fair value are not considered a dividend for the purposes of the numerator in the earnings per share calculation. Net income per share of common stock is computed by dividing the pro rata net lossincome between the shares of Class A common stock and the shares of Class B common stock by the weighted average number of shares of common stock outstanding during the period excluding common stock subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 937,500 shares of common stock that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (Note 5). At June 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earningseach of the Company. As a result,periods. The calculation of diluted loss per share is the same as basic loss per share for the period presented.
Recent Accounting Standards
In August 2020, the FASB 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. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on June 1, 2021 (inception). Adoption of the ASU did not impact the Company’s 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 condensed financial statements.
income
 
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per share of common stock does not consider the effect of the warrants and rights issued in connection with our Initial Public Offering since the exercise of the warrants and rights are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable for 21,257,000 shares of Class A common stock in the aggregate.
Common Stock Subject to Possible Redemption
We account for our shares of common stock subject to possible redemption in accordance with ASC 480. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC
480-10-S99,
redemption provisions not solely within our control require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480.
All of our shares of Class A common stock sold as part of the units in our Initial Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with our liquidation if there is a stockholder vote or tender offer in connection with a business combination and in connection with certain amendments to our amended and restated certificate of incorporation. We recognize changes in redemption value immediately as they occur and adjust the carrying value of redeemable shares of common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares of common stock are affected by charges against additional
paid-in
capital and accumulated deficit.
Public Warrants and Private Placement Warrants
We account for the public warrants and the private placement warrants in accordance with ASC Topic 815—40, Derivatives and Hedging, Contracts in Entity’s Own Equity, under which the warrants do not meet the criteria for equity classification and must be recorded as liabilities. As the warrants meet the definition of a derivative as contemplated in ASC 815, the warrants are measured at fair value at inception and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the statements of operations in the period of change. As of March 31, 2022 the private placement warrants were no longer Level 3 inputs, since a quoted price for a similar instrument was used. As of December 31, 2021, the estimated fair value of the public warrants was determined by their public trading price and the estimated fair value of the private placement warrants was determined using a modified Black-Scholes valuation model using Level 3 inputs such as exercise price, stock price, volatility, term, risk-free rate and dividend yield.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are a smaller reporting company as defined by Rule
12b-2
of the Exchange Act and are not required to provide the information otherwise required under this item.
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Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial and accounting officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules
Rules 13a-15(e)
and
15d-15(e)
under
the Exchange Act) as of the end of the fiscal quarter ended June 30, 2021.March 31, 2022. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this Quarterly Report, our disclosure controls and procedures were effective at a reasonable assurance level and, accordingly, provided reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting (as defined in Rules
13a-15(f)
and
15d-15(f)
under the Exchange Act) that occurred during the fiscal quarter ended on June 30, 2021March 31, 2022 covered by this Quarterly Report on Form
10-Q
that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
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PART II—II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our final prospectusAnnual Report on Form 10-K for the Initial Public Offeringyear ended December 31, 2021, filed with the SEC on September 29, 2021.March 31, 2022 (the “Annual Report”). Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our final prospectus of our Initial Public Offering filed withAnnual Report, except for the SEC.following amended and restated risk factor:
Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.
We are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application also may change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to complete our initial business combination, and results of operations.
On March 30, 2022, the SEC issued proposed rules that would, among other items, impose additional disclosure requirements in business combination transactions involving SPACs and private operating companies; amend the financial statement requirements applicable to business combination transactions involving such companies; update and expand guidance regarding the general use of projections in SEC filings, as well as when projections are disclosed in connection with proposed business combination transactions; increase the potential liability of certain participants in proposed business combination transactions; and impact the extent to which SPACs could become subject to regulation under the Investment Company Act. These rules, if adopted, whether in the form proposed or in revised form, may materially adversely affect our business, including our ability to negotiate and complete our initial business combination and may increase the costs and time related thereto.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On June 25, 2021, we issued 7,187,500 Founder Shares
shares of Class B common stock, par value $0.0001 per share (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000, or approximately $0.004 per share, pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. Inshare. On September 15, 2021, the Sponsor transferred an aggregate of 25,000 Founder Shares to each of our independent director nomineesdirectors and our special advisor (for a total of 125,000 founder shares) Founder Shares) for their original purchase price. Subsequently, on September 30, 2021, the Sponsor sold an aggregate of 1,872,159 Founder Shares to eleven qualified institutional buyers or institutional accredited investors that have each purchased units in the Initial Public Offering,
at their original purchase price. No underwriting discounts or commissions were paid with respect to such issuances. On November 12, 2021, in connection with the underwriters’ partial exercise of their over-allotment option and waiver of the remaining portion of such option, the Sponsor forfeited an aggregate of 310,000 Founder Shares to us at no cost, andaccordingly 6,877,500 Founder Shares remain outstanding.
On September 30, 2021, we consummated the Initial Public Offering of 25,000,000 Units. Each Unit consists of one share of Class A common stock, par value $0.0001 per share (the “Common Stock”) and
one-half
of one redeemable warrant (each, a “Warrant”), each whole Warrant entitling the holder thereof to purchase one share of Common Stock at an exercise price of $11.50 per share, subject to adjustment, pursuant to the Company’s registration statement on Form
S-1
(File Nos.
333-259470).
The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $250,000,000.
On October 20, 2021, the underwriters notified the Company of their exercise of the over-allotment option in part and, on October 22, 2021, the underwriters purchased 2,510,000 additional Units (the “Additional Units”) at $10.00 per Additional Unit upon the closing of the over-allotment option, generating additional gross proceeds of $25,100,000.
As previously reported on a Current Report on Form
8-K,
on September 30, 2021, simultaneously with the consummation of the Initial Public Offering, the Companywe consummated the private placement (the “Private Placement”) of an aggregate of 7,000,000 warrants (“Private Warrants”)to the Sponsor at a price of $1.00 per Private Warrant,private placement warrant, generating gross proceeds of $7,000,000.
On October 22, 2021, the underwriters of the Initial Public Offering partially exercised their over-allotment option and purchased 2,510,000 additional units at $10.00 per additional unit, generating additional gross proceeds of $25,100,000. In addition, October 22, 2021, simultaneously with the salepartial exercise of the Additional Units,over-allotment option by the Company consummatedunderwriters, the sale ofSponsor purchased an additional 502,000 Private Warrantsprivate placement warrants at $1.00 per additional Private Warrant (the “Additional Private Warrants”),private placement warrant, generating additional gross proceeds of $502,000.
A total of $25,100,000 of the net proceeds from the sale of the Additional Unitssuch additional units and the Additional Private Warrantsadditional private placement warrants was deposited in a trust account established for the benefit of the Company’s public stockholders, with Continental Stock Transfer & Trust Company acting as trustee, bringing the aggregate proceeds held in the Trust Accountsuch trust account to $275,100,000.
The foregoing issuances of Founder Shares and private placement warrants were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were paid with respect to such issuances.
For a description of the use of the proceeds generated in the Initial Public Offering, see Part I, Item 2 of this Quarterly Report.
Item 3. Defaults Upon Senior Securities.
None.
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Item 4. Mine Safety Disclosures.
Not Applicable.
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Item 5. Other Information.
None.
Item 6. Exhibits.
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.
 
Exhibit
No.
  
Description
3.1  Amended and Restated Certificate of Incorporation of the Company(1)
3.2  Bylaws(2)
31.1*  Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*  Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**  Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**  Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*Inline XBRL Instance Document
101.SCH*Inline XBRL Taxonomy Extension Schema Document
101.CAL*Inline XBRL Taxonomy Calculation Linkbase Document
101.DEF*Inline XBRL Taxonomy Definition Linkbase Document
101.LAB*Inline XBRL Taxonomy Label Linkbase Document
101.PRE*Inline XBRL Taxonomy Presentation Linkbase Document
104*Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
*
Filed herewith.
**
Furnished herewith.
(1)
Previously filed as an exhibit to ourthe Registrant’s Current Report on Form
Form 8-K
filed with the SEC on October 1, 2021 and incorporated by reference herein.
(2)
Previously filed as an exhibit to ourthe Registrant’s Registration Statement on Form
S-1
filed with the SEC on September 10, 2021 and incorporated by reference herein.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
  
BERENSON ACQUISITION CORP. I
Date: NovemberMay 12, 20212022  By: 
/s/ Mohammed Ansari
  Name: Mohammed Ansari
  Title: Chief Executive Officer
Date: NovemberMay 12, 20212022  By: 
/s/ Amir Hegazy
  Name: Amir Hegazy
  Title: Chief Financial Officer
 
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