Table of Contents
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 10-Q
 
 
(MARK ONE)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period endedended: September 30, 20212022
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  ☐    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		 ☒  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 November 12, 2021,9, 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 SEPTEMBER 30, 2021
TABLE OF CONTENTS
Page
PART I. FINANCIAL INFORMATION
3
Item 1.
Condensed Financial Statements
3
Condensed Balance Sheet as of September 30, 2021 (Unaudited)
3
Unaudited Condensed Statement of Operations for the three months ended September 30, 2021 and for the period from June 1, 2021 (Date of Inception) to September 30, 2021 (Unaudited)
4
Unaudited Condensed Statement of Changes in Stockholders’ Equity for the three months ended September 30, 2021 and for the period from June 1, 2021 (Date of Inception) to September 30, 2021 (Unaudited)
5
Unaudited Condensed Statement of Cash Flows for the period from June 1, 2021 (Date of Inception) to September 30, 2021 (Unaudited)
6
Notes to Unaudited Condensed Financial Statements
7
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
19
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
22
Item 4.
Controls and Procedures
22
PART II. OTHER INFORMATION
24
Item 1.
Legal Proceedings
24
Item 1A.
Risk Factors
24
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities
24
Item 3.
Defaults Upon Senior Securities
24
Item 4.
Mine Safety Disclosures
25
Item 5.
Other Information
25
Item 6.
Exhibits
25
Table of Contents
PART I - FINANCIAL INFORMATION
Item 1.
Condensed
Financial Statements.
BERENSON ACQUISITION CORP. I
CONDENSED
BALANCE SHEET
September 30, 2021
  
(Unaudited)
ASSETS
   
CURRENT ASSETS:
    
Cash
  $719,171 
Prepaid expenses and other assets
   545,872 
   
 
 
 
Total current assets
   1,265,043 
Prepaid expenses and other assets, net of current portion
   250,786 
Cash held in Trust Account
   250,000,000 
   
 
 
 
TOTAL ASSETS
  $ 251,515,829 
   
 
 
 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
 
CURRENT LIABILITIES:
     
Accounts payable
  $1,530 
Franchise tax payable
   150,000 
   
 
 
 
Total current liabilities
   151,530 
   
 
 
 
Derivative warrant liabilities
   19,055,000 
Deferred underwriting fee payable
   8,750,000 
   
 
 
 
TOTAL LIABILITIES
   27,956,530 
   
 
 
 
Commitments and Contingencies
     
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 25,000,000 shares issued and outstanding, subject to possible redemption at $10.00 per share
   250,000,000 
   
 
 
 
Stockholders’ equity (deficit):
     
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; 0ne 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
   0   
Accumulated deficit
   (26,441,420) 
   
 
 
 
Total stockholders’ deficit
   (26,440,701) 
   
 
 
 
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
  $251,515,829 
   
 
 
 
The accompanying notes are an integral part of these unaudited
condensed
financial statements.
3
Table of Contents
BERENSON ACQUISITION CORP. I
FORM
UNAUDITED10-Q
CONDENSED
STATEMENTS OF OPERATIONS
FOR THE QUARTER ENDED SEPTEMBER 30, 2022
Three months ended September 30, 2021 and the period from June 1, 2021 (inception) through September 30, 2021TABLE OF CONTENTS
 
   
For the Three Months
Ended September 30,
2021
 
For the period From
June 1, 2021
(inception) through
September 30, 2021
 
General and administrative expenses
  $1,530 $4,230 
Franchise tax expenses
   150,000  150,000 
   
 
 
  
 
 
 
Loss from operations
   151,530  154,230 
   
 
 
  
 
 
 
Other expense
   
Offering costs associated with derivative warrant liabilities
   1,713,531  1,713,531 
   
 
 
  
 
 
 
Total other expense
   1,713,531  1,713,531 
   
 
 
  
 
 
 
Net loss allocable to common stockholders
  $1,865,061 $1,867,761 
   
 
 
  
 
 
 
Weighted average shares outstanding of Class A common stock
   277,778  204,918 
   
 
 
  
 
 
 
Basic and diluted net loss per share, Class A
  $(0.25)$(0.32)
 
   
 
 
  
 
 
 
Weighted average shares outstanding of Class B common stock
   7,187,500  5,714,652 
   
 
 
  
 
 
 
Basic and diluted net loss per share, Class B
  $(0.25)$(0.32)
   
 
 
  
 
 
 
Page
PART I - FINANCIAL INFORMATION
1
Item 1. Condensed Financial Statements
1
Condensed Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021
1
Unaudited Condensed Statements of Operations for the three and nine months ended September 30, 2022 the three months ended September 30, 2021 and for the period from June 1, 2021 (inception) through September 30, 2021
2
Unaudited Condensed Statements of Changes in Redeemable Common Stock and Stockholders’ Deficit for the three and nine months ended September 30, 2022, the three months ended September 30, 2021 and for the period from June 1, 2021 (inception) through September 30, 2021
3
Unaudited Condensed Statements of Cash Flows for the nine months ended September 30, 2022 and the period from June 1, 2021 (inception) through September 30, 2021
4
Notes to the Unaudited Condensed Financial Statements
5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
13
Item 3. Quantitative and Qualitative Disclosures About Market Risk
17
Item 4. Controls and Procedures
17
PART II - OTHER INFORMATION
17
Item 1. Legal Proceedings
17
Item 1A. Risk Factors
17
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
18
Item 3. Defaults Upon Senior Securities
18
Item 4. Mine Safety Disclosures
18
Item 5. Other Information
18
Item 6. Exhibits
19
Table of Contents
PART I - FINANCIAL INFORMATION
 
Item 1.
Condensed Financial Statements.
BERENSON ACQUISITION CORP. I
CONDENSED BALANCE SHEETS
SEPTEMBER 30, 2022 (UNAUDITED) AND DECEMBER 31, 2021
   
September 30, 2022
(Unaudited)
  
December 31, 2021
 
ASSETS
 
CURRENT ASSETS:
   
Cash  $147,476  $670,762 
Prepaid expenses and other assets   279,986   413,338 
          
Total current assets   427,462   1,084,100 
Prepaid expenses and other assets, net of current portion   —     250,786 
Marketable securities 
held in Trust Account
   276,655,160   275,105,128 
          
TOTAL ASSETS  $277,082,622  $276,440,014 
          
LIABILITIES
AND CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION
STOCKHOLDERS’ DEFICIT
 
    
CURRENT LIABILITIES:         
Accounts payable  $19,378  $35,194 
Accrued expenses   369,813   56,600 
Income tax payable
  
270,578
   
—
 
Franchise tax payable   78,890   117,310 
          
Total current liabilities   738,659   209,104 
Deferred
 warrant liabilities
   1,062,850   10,278,380 
Deferred underwriting fee payable   9,628,500   9,628,500 
          
TOTAL LIABILITIES   11,430,009   20,115,984 
          
Commitments
 
and Contingencies
(Note 7)
         
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   271,100,000 
          
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding   —     —   
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 6,877,500 shares issued and outstanding as of
September
 30, 2022 and December 31, 2021
   688   688 
Accumulated deficit   (9,448,075)   (18,776,658) 
          
Total stockholders’ deficit   (9,447,387)   (18,775,970) 
          
TOTAL
LIABILITIES AND CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT
  $277,082,622  $276,440,014 
          
The accompanying notes are an integral part of these unaudited condensed financial statements.
 
4
1
Table of Contents
BERENSON ACQUISITION CORP. I
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ EQUITY (DEFICIT)OPERATIONS
Three months ended September
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022, THE THREE MONTHS ENDED SEPTEMBER 30, 2021 and the period from JuneAND FOR THE PERIOD FROM JUNE 1, 2021 (inception) through September(INCEPTION) THROUGH SEPTEMBER 30, 2021

 
          
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 - June 1, 2021
(inception)
   0     $0     0     $ 0     $0    $0    $0   
Issuance of Class B common
stock to Sponsor
   —      —     7,187,500    719    24,281   0   25,000 
Net
l
oss
  
—
   
—
   
—
   
—
   
—
   
(2,700
)   
(2,700
) 
   
 
 
   
 
 
  
 
 
   
 
 
   
 
 
  
 
 
  
 
 
 
Balance - June 30, 2021
  
 
0  
 
  
 
0  
 
 
 
7,187,500
 
  
 
719
 
  
 
24,281
 
 
 
(2,700
) 
 
 
22,300
 
Sale of units in initial public
offering, less allocation to
derivative warrant liabilities,
gross
   25,000,000    237,875,000   —      —      —     —     —   
Offering costs
   —      (13,552,045)  —      —      —     —     —   
Excess cash received over the
fair value of private
placement warrants
   —      —     —      —      70,000   —     70,000 
Excess fair value of founder
shares attributable to the
anchor investors
  
—
   
—
   
—
   
—
   
1,009,105
   
—
   
1,009,105
 
Deemed dividend to Class A stockholders
   —      25,677,045   —      —      (1,103,386)  (24,573,659)  (25,677,045)
Net loss
   —      —     —      —      —     (1,865,061)  (1,865,061)
   
 
 
   
 
 
  
 
 
   
 
 
   
 
 
  
 
 
  
 
 
 
Balance - September 30, 2021
  
 
25,000,000
 
  
$
 250,000,000
 
 
 
7,187,500
 
  
$
719
 
  
$
0  
 
 
$
 (26,441,420
) 
$
 (26,440,701
)
   
 
 
   
 
 
  
 
 
   
 
 
   
 
 
  
 
 
  
 
 
 
   
Three Months Ended
September 30, 2022
  
Three Months Ended
September 30, 2021
  
Nine Months Ended
September 30, 2022
  
For the period
June 1, 2021 (inception)
through September 30, 2021
 
General and administrative expenses  $215,009   $1,530  $1,017,019   $4,230 
Franchise tax expenses   50,000    150,000   150,000    150,000 
                    
Loss from operations   265,009    151,530   1,167,019    154,230 
                    
Other income (expense)                   
Interest income   459    —     618    —   
Change in fair value of derivative warrant liabilities   1,913,130    —     9,215,530    —   
Interest income on trust   1,152,365    —     1,550,032    —   
Offering costs associated with derivative warrant liabilities   —      (1,713,531)  —      (1,713,531)
                    
Total other income
 
(expense)
   3,065,954    (1,713,531)  10,766,180    (1,713,531)
Net income (loss) before income taxes
  
2,800,945
   
(1,865,061
)  
9,599,161
   
(1,867,761
)
Income tax expense  
(270,578
)  —     
(270,578
)  —   
                    
Net income (loss) allocable to common stockholders
  $2,530,367   $(1,865,061) $9,328,583   $(1,867,761)
                    
Weighted average shares outstanding, redeemable Class A common stock   27,510,000    277,778   27,510,000    204,918 
                    
Basic and diluted net income (loss) per share, redeemable Class A common stock
  $0.07   $(0.25) $0.27   $(0.32)
                    
Weighted average shares outstanding,
non-redeemable
common stock
   6,877,500    7,817,500   6,877,500    5,714,652 
                    
Basic and diluted net income (loss) per share,
non-redeemable

common stock
  $0.07   $(0.25) $0.27   $(0.32)
                    
The accompanying notes are an integral part of these unaudited condensed financial statements.
 
5
2
Table of Contents
BERENSON ACQUISITION CORP. I
(UNAUDITED)UNAUDITED CONDENSED STATEMENT OF CASH FLOWSCHANGES IN REDEEMABLE COMMON STOCK AND
For the period from June
STOCKHOLDERS’ DEFICIT FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022, THE THREE MONTHS ENDED SEPTEMBER 30, 2021 AND FOR THE PERIOD FROM JUNE 1, 2021 (inception) through September(INCEPTION) THROUGH SEPTEMBER 30, 2021
 
CASH FLOWS FROM OPERATING ACTIVITIES:
     
Net loss
  $(1,867,761)
Adjustments to reconcile net loss to net cash used in operating activities:
 
Offering costs associated with derivative warrant liabilities
   1,713,531 
Changes in operating assets and liabilities:
     
Prepaid expenses and other assets
   (796,658) 
Accounts payable
   1,530 
Franchise tax payable
   150,000 
   
 
 
 
Net cash used in operating activities
   (799,358) 
   
 
 
 
CASH FLOWS FROM INVESTING ACTIVITIES:
     
Cash deposited in Trust Account
   (250,000,000) 
   
 
 
 
Net cash used in investing activities
   (250,000,000) 
   
 
 
 
CASH FLOWS FROM FINANCING ACTIVITIES:
     
Proceeds from issuance of Class B common stock to Sponsor
   25,000 
Proceeds from note payable to related party
   176,000 
Repayment of note payable to related party
   (176,000) 
Proceeds received from initial public offering, gross
   250,000,000 
Proceeds received from private placement warrants
   7,000,000 
Offering costs paid
   (5,506,471) 
   
 
 
 
Net cash provided by financing activities
   251,518,529 
NET INCREASE IN CASH
   719,171 
CASH BEGINNING OF PERIOD
   0   
   
 
 
 
CASH END OF PERIOD
  $719,171 
   
 
 
 
SUPPLEMENTAL DISCLOSURE OF
NON-CASH
ACTIVITIES:
     
Deferred underwriting commissions
  $8,750,000 
   
 
 
 
Deemed dividend to Class A stockholders
  $25,677,045 
   
 
 
 
   
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022
 
           
Stockholders’ (Deficit) Equity
 
   
Class A Common Stock subject to
possible
redemption
   
Class B Common Stock
            
   
Shares
   
Amount
   
Shares
   
Amount
   
Additional Paid-
In Capital
   
Accumulated Deficit
  
Total Stockholders’
(Deficit) Equity
 
Balance - January 1, 2022   27,510,000   $275,100,000    6,877,500   $688   $—     $(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    —      (14,646,095)   (14,645,407) 
Net income   —      —      —      —      —      2,667,653   2,667,653 
                                   
Balance - June 30, 2022   27,510,000   $275,100,000    6,877,500   $688   $—     $(11,978,442)  $(11,977,754) 
Net income   —      —      —      —      —      2,530,367   2,530,367 
                                   
Balance - September 30, 2022
  
 
27,510,000
 
  
$
275,100,000
 
  
 
6,877,500
 
  
$
688
 
  
$
—  
 
  
$
(9,448,075
) 
 
$
(9,447,387
) 
                                   
 
   
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021 AND FOR THE PERIOD JUNE 1, 2021 (INCEPTION)
THROUGH SEPTEMBER 30, 2021
 
          
Stockholders’ (Deficit) Equity
 
   
Class A Common Stock subject to
possible
redemption
  
Class B Common Stock
           
   
Shares
   
Amount
  
Shares
   
Amount
   
Additional Paid-
In Capital
  
Accumulated Deficit
  
Total Stockholders’
(Deficit) Equity
 
Balance - June 1, 2021 (inception)   —     $—     —     $—     $—    $—    $—   
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
 
Sale of units in initial public offering, less allocation to derivative warrant liabilities, gross   25,000,000    237,875,000   —      —      —     —     —   
Offering costs   —      (13,552,045)   —      —      —     —     —   
Excess cash received over the fair value of private placement warrants   —      —     —      —      70,000   —     70,000 
Excess fair value of founder shares attributable to the anchor investors   —      —     —      —      1,009,105   —     1,009,105 
Deemed dividend to class A stockholders   —      25,677,045   —      —      (1,103,386)   (24,573,659)   (25,677,045) 
Net loss   —      —     —      —      —     (1,865,061)   (1,865,061) 
                                 
Balance - September 30, 2021
  
 
25,000,000
 
  
$
250,000,000
 
 
 
7,187,500
 
  
$
719
 
  
$
—  
 
 
$
(26,441,420
) 
 
$
(26,440,701
) 
                                 

(1)This number included an aggregate of up to 937,500 shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter. On November 12, 2021 the Sponsor forfeited 310,000 shares of Class B common stock.
The accompanying notes are an integral part of these unaudited condensed financial statements.
3
Table of Contents
BERENSON ACQUISITION CORP. I
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND THE PERIOD FROM JUNE 1, 2021 (INCEPTION) THROUGH SEPTEMBER 30, 2021
(Unaudited)
 
  
For the Nine Months Ended
September 30, 2022
  
For the period
June 1, 2021 (inception)
through September 30, 2021
 
CASH FLOWS FROM OPERATING ACTIVITIES:
  
Net income (loss)  $9,328,583  $(1,867,761) 
Adjustments to reconcile net loss to net cash used in operating activities:         
Interest and dividend income from trust account   (1,550,032)   —   
Change in fair value of derivative warrant liabilities   (9,215,530)   —   
Offering costs associated with derivative warrant liabilities   —     1,713,531 
Changes in operating assets and liabilities:         
Prepaid expenses and other assets   384,138   (796,658) 
Accounts payable   (15,816)   1,530 
Accrued expenses   313,213   —   
Income tax payable
  
270,578
   
—
 
 
 
Franchise tax payable   (38,420)   150,000 
          
Net cash used in operating activities   (523,286)   (799,358) 
          
CASH FLOWS FROM INVESTING ACTIVITIES:         
Cash deposited in Trust Account   —     (250,000,000) 
          
Net cash used in financing activities   —     (250,000,000) 
          
CASH FLOWS FROM FINANCING ACTIVITIES:         
Proceeds from issuance of Class B common stock to Sponsor   —     25,000 
Proceeds from note payable to related party   —     176,000 
Repayment of note payable to related party   —     (176,000) 
Proceeds received from initial public offering, gross   —     250,000,000 
Proceeds received from private placement warrants   —     7,000,000 
Offering costs paid   —     (5,506,471) 
          
Net cash provided by financing activities   —     251,518,529 
          
NET (DECREASE) INCREASE IN CASH   (523,286)   719,171 
CASH BEGINNING OF PERIOD   670,762   —   
          
CASH END OF PERIOD  $147,476  $719,171 
          
SUPPLEMENTAL DISCLOSURE OF
NON-CASH
ACTIVITIES:
         
Deferred underwriting commissions  $—    $8,750,000 
          
Deemed dividend to Class A stockholders  $—    $25,677,045 
          
6
The accompanying notes are an integral part of these unaudited condensed financial statements.
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BERENSON ACQUISITION CORP. I
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1—DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Note 1—Description of Organization and Business Operations1
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”). The Company’s sponsorAlthough the Company is Berenson SPAC Holdings I, LLC,not limited to a Delaware series limited liability company (the “Sponsor”).
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 September 30, 2022 and December 31, 2021, the Company had not commenced any operations. All activity for the period from June 1, 2021 (inception) through September 30, 2022 and December 31, 2021 relates to the Company’s formation and the initial public offering (“(the “Initial Public Offering”), which is described below. The Company does not intend to generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company intends to generate
non-operating
income in the form of interest income from the proceeds derived from the Initial Public Offering.
On September 27, 2021, the registration statement on Form
S-1
(File
No. 333-259470)
relating to the Initial Public Offering 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 of the Company’s units (“Units”, held by “Public Stockholders”(the “Units”), with each unit consisting of one share of Class A common stock (“Public Share”) and one half
one-half
of one redeemable warrant, (“Redeemable Warrant”)each whole warrant entitling the holder thereof to purchase 1one share of Class A common stock at an exercise price of $11.50.$11.50 per share, subject to adjustment. The Company will not generate operating revenues prior toUnits 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 completionconsummation of the Business Combination and will generate
non-operating
income in the form of interest income on Permitted Investments (as defined below) from the proceeds derived from the Public Offering. The Company has selected December 31st as its fiscal year end.
The registration statement for the Company’sInitial Public Offering, was declared effective by the United States Securities and Exchange Commission (the “SEC”) on September 27, 2021. The Public Offering closed on September 30, 2021 (the “Close Date”). The Sponsor purchased an aggregateCompany consummated the sale of 7,000,000 warrants to purchase Class A common stock (“Private(the “Private Placement Warrants”) forat a price of $1.00 each, or $7,000,000 in the aggregate,per Private Placement Warrant, in a private placement onto Berenson SPAC Holdings I, LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $7,000,000, which is described in Note 4.
On October 22, 2021, the Close Date (the “Private Placement”).
The Company intends to finance a Business Combination with proceeds from its $250,000,000underwriters of the Initial Public Offering (see Note 3)partially exercised their over-allotment option and $7,000,000purchased 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 (see Note 4). At the Close Date,Warrants at $1.00 per Private Placement Warrant, generating additional gross proceeds of $257,000,000, net of underwriting discounts of $5,000,000
and$502,000.
$2,000,000
designated for operational use were deposited in a trust account with Continental Stock Transfer and Trust Company acting as trustee (the “Trust Account”) as described below. 
Transaction costs amounted to $14,256,471,$16,646,076, consisting of $13,750,000$5,502,000 of underwriters fees and discountsunderwriting commissions, $9,628,500 of deferred underwriting commissions, $1,009,105 for the excess fair value of founder shares attributable to the anchor investors (see Note 4) and $506,471 of other offering costs.
OfA total of $275,100,000 (or $10.00 per Unit) of the $257,000,000 totalnet proceeds fromof the sale of the Units (including the partial exercise of the over-allotment option) in the Initial Public Offering and the sale of the Private Placement $250,000,000Warrants was deposited into theplaced in a trust account (the “Trust Account”) with Continental Stock Transfer & Trust Account on the Close Date. The fundsCompany acting as trustee, located in the Trust Account will beUnited States and invested only in specified U.S. government treasury bills with“government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 180185 days or less, or in money market funds meeting certain conditions under Rule
Rule 2a-7
under
the Investment Company Act which invest only in direct U.S. government treasury obligations (collectively “Permitted Investments”).
Funds will remain in the Trust Account except for the withdrawal ofobligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay taxes. The proceeds fromits tax obligations, the Public Offering and Private Placementfunds held in the Trust Account will not be released from the Trust Account until the earliest ofof: (i) the completion of thean initial Business Combination, (ii) the redemption of any Public Sharespublic shares properly submittedtendered in connection with a stockholder vote to amend the Company’s amended and restated memorandum and articlescertificate of associationincorporation (a) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with the Business Combination or to redeem 100% of the Public Sharesits public shares if the Companyit does not complete the its initial business combination by March 30, 2023 or (b) with respect to any other provision relating to stockholders’ rights or
pre-initial
Business Combination within 18 months from the Close Dateactivity, and (iii) the redemption of all of the Company’s Public Sharespublic shares if it is unable todoes not complete the Business Combination within 18 months from the Close Date,its initial business combination by March 30, 2023, subject to applicable law. Of the proceeds held outside the Trust Account, $5,000,000 was used to pay underwriting discounts, $176,000 was used to repay a loan from the Company’s Sponsor (see Note 4) and the remainder may be used to pay business, legal and accounting due diligence on prospective acquisitions, listing fees and continuing general and administrative expenses.
 
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BERENSON ACQUISITION CORP. I
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note 1—Description of Organization and Business Operations - Continued
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a target business. The Company is focused on sponsoring the public listing of a company that combines attractive business fundamentals with, or with the potential for strong environmental, social and governance principles and practices through a Business Combination. As used herein, the target business must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the Company signing a definitive agreement.
After signing a definitive agreement for a Business Combination, the Company will provide the public stockholders with the opportunity to redeem all or a portion of their Class A common stock either (i) in connection with a stockholder meeting to approve the Business Combination or (ii) by means of a tender offer. Each public stockholder may elect to redeem their shares irrespective of whether they vote for or against the Business Combination at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the Trust Account is initially anticipated to be approximately $10.00 per
public share. The per-share amount the Company
will distribute to investors who properly redeem their shares will not be reduced by any deferred underwriting commissions payable to underwriters. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval under the law or stock exchange listing requirements. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the outstanding of Class A common stockholders vote in favor of the Business Combination. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001, after payment of the deferred underwriting commission. In such an instance, the Company would not proceed with the redemption of its public shares and the related Business Combination, and instead may search for an alternate Business Combination.
The Company has 18 months from the Close Date to complete its Business Combination. If the Company does not complete a Business Combination within this period, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds in the Trust Account and not previously released to the Company to pay its taxes (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 (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the 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. The Initial Stockholders (as defined in Note 4 below) and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to their Founder Shares (as defined in Note 4 below) if the Company fails to complete the Business Combination within 18 months from the Close Date. However, if the Initial Stockholders acquire public shares after the Close Date, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if the Company fails to complete the Business Combination within
the allotted 18-month time period.
The underwriters have agreed to waive their rights to any deferred underwriting commission held in the Trust Account in the event the Company does not complete the Business Combination and those amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares.
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BERENSON ACQUISITION CORP. I
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note 1—Description of Organization and Business Operations - Continued
If the Company fails to complete the Business Combination, the redemption of the Company’s Public Shares will reduce the book value of the shares held by the Sponsor, who will be the only remaining stockholder after such redemptions.
If the Company holds a stockholder vote or there is a tender offer for shares in connection with a Business Combination, a Public Stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes. As a result, such 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.”Equity” (“ASC 480”)
Liquidity, and Capital Resources and Going Concern
As of September 30, 2021,2022, the Company had approximately $719,000 $147,
476
in cash and working capital of approximately $1.4 million (
not
$39,000 (without taking into account franchise tax obligations of $150,000 $78,890
, or the income taxes payable obligations of $270,578
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.
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 will loan the Company funds as may be required (“Working Capital Loans”). If the Company completes its Business Combination, it expects to repay any Working Capital Loans out of the proceeds of the Trust Account released to it. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account.
The Company’s liquidity needs prior to th
e
the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to purchase Founder Shares (as defined in Note 4), and loan proceeds from the Sponsor of $176,000 under thean unsecured promissory note payable (as defineddiscussed in Note 4). The Company repaid the promissory note in full on September 30, 2021.
The Company’s liquidity hasneeds have been satisfied throughwith the net proceeds from the consummation of the Initial Public Offering and sale of the Private Placement Warrants held outside of the Trust Account.
Based onIn connection with the foregoing,Company’s assessment of going concern considerations in accordance with FASB ASC
Topic 205-40,
“Presentation of Financial Statements-Going Concern,” management believeshas evaluated the Company’s liquidity and financial condition and determined that it may not be sufficient to meet the Company’s obligation over the period of twelve months from the issuance date of the financial statements. The Company’s sponsor has agreed to provide support to enable the Company will have sufficientto continue its operations and meet its potential obligations over a period of one year from the issuance date of these financial statements. Management believes current working capital, and bor
r
owing capacitythe support from its Sponsor, provides sufficient capital to meet its needs through the earliersustain operations for a reasonable period of the consummation of a Business Combination ortime, which is considered to be one year from this filing. Over this time period, the Company will be using the funds held outsideissuance date of the Trust Account for paying existing accounts payable, identifyingthose financial statements and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.therefore substantial doubt has been alleviated.
NoteNOTE 2—Significant Accounting PoliciesSIGNIFICANT ACCOUNTING POLICIES
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 the accompanying interim unaudited financial statements are condensed, 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 three and nine months ended September 30, 2021 and for the period from June 1, 2021 (inception) through September 30, 20212022 are not necessarily indicative of the results that may be expected through December 31, 2021.2022.
The 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, 2021.March 31, 2022.
Immaterial Correction of an Error
Subsequent to filing the audited balance sheet as of September 30, 2021 within the 8-K filed on October 6, 2021, the Company determined that derivative warrant liabilities and accumulated deficit were overstated by $1,009,105 and net loss was understated by $1,009,105. Management recorded an entry to correct this error. In the opinion of management, the error is not material to prior reported amounts.
Accounting Standards Adoption
Section 102(b)(1) of the JOBSJumpstart 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 and Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards.
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BERENSON ACQUISITION CORP. I
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note 2—Significant Accounting Policies - Continued
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 an 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.
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Table of Contents
Use of Estimates
The preparation of condensed 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 condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Actual
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 0tnot have any cash equivalents as of September 30, 2022 and December 31, 2021.
Cash Held in Trust Account
At September 30, 2022 and December 31, 2021, the assets held in the Trust Account were held in cash.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 September 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts.
Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,”Disclosures” (“ASC 820”). approximates the carrying amounts represented in the balance sheet due to their short-term nature.
Fair Value Measurement
ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).
Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value.
The three levels of the fair value hierarchy under ASC 820 are as follows:
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 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.
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Table of Contents
BERENSON ACQUISITION CORP. I
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note 2—Significant Accounting Policies - Continued
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.
In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment.
Derivative Liabilities
The Company evaluated the Redeemable Warrantswarrants and Private Placement Warrants (collectively, the “Warrant Securities”) in accordance with
ASC Topic
815-40, “Derivatives
“Derivatives and Hedging — Contracts in Entity’s Own Equity”, (“ASC
815-40”)
and concluded that the Warrant Securities could not be accounted for as components of equity. As the Warrant Securities meet the definition of a derivative in accordance with ASC 815,
815-40,
the Warrant Securities are recorded as derivative liabilities on the accompanying balance sheet and measured at fair value at inception (the Close Date)closing date of the Initial Public Offering) and remeasured at each reporting date in accordance with ASC 820 “Fair Value Measurement”, with changes in fair value recognized in the Statementaccompanying statement of Operationsoperations in the period of change.
Key ranges of inputs for the valuation models used to calculate the fair value of the Warrant Securities were as follows:
September 30,
2021
Implied volatility
21% 
Risk-free interest rate
0.98% 
Instrument exercise price for 1 share of Class A common stock
$ 11.50
Expected term
5 years
Redeemable Shares
All of the 25,000,000 Class A Common Stock Subject to Possible Redemption
The Company accounts for its shares of common stock shares sold as part of the Unitssubject to possible redemption in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connectionaccordance with the Company’s liquidation if there is a stockholder vote or tender offerguidance in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation.ASC 480. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC
ASC 480-10-S99, redemption
redemption provisions not solely within the Company’s control of the Company 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 the 27,510,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such 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 incorporation. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary 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 ordinary sharescommon stock are affected by charges against additional
additional paid-in
capital
and accumulated deficit.
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BERENSON ACQUISITION CORP. I
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note 2—Significant Accounting Policies - Continued
Income Taxes
The 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 financial statement 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 September 30, 2022 and December 31, 2021.
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 0no unrecognized tax benefits as of September 30, 2021.2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. NaNNo amounts were accrued for the payment of interest and penalties as of September 30, 2021.2022. 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.
On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into federal law. The IRA provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. corporations and certain U.S. subsidiaries of publicly traded non-U.S. corporations (each, a “covered corporation”). If the Business Combination is completed on or before December 31, 2022, the Company would not be subject to the excise tax as a result of shareholders exercising their redemption rights. However, if such Business Combination occurs any time after December 31, 2022, any redemption or other repurchase that occurs after December 31, 2022 may be subject to the excise tax.

Net lossincome per Share of Common Stock Shares
Net income per share is computed by dividing net income by the weighted average number of common shares outstanding for the period. The Company applies the
two-class
method in calculating net lossincome per common stock 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 common stock. Changes in fair value are not considered a dividend of the purposes of the numerator in the earnings per share calculation. Net lossincome per common stock share is computed by dividing the pro rata net lossincome between the Class A common stock and the Class B common stock by the weighted average number of common stock outstanding for each of the periods.period. The calculation of diluted lossincome per common stockshare does not consider the effect of the warrants and rights issued in connection with the Initial Public Offering since the exercise of the warrants and rights areis contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants and rights are exercisable for 19,500,00021,257,000 shares of Class A common stock in the aggregate.
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BERENSON ACQUISITION CORP. I
The following table reflects the calculation of basic and diluted net income per share of common stock (in dollars, except per share amounts):
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note 2—Significant Accounting Policies - Continued
 
       
Three Months
 
   
Three Months
   
Ended
 
   
Ended September
   
September 30,
 
   
30, 2022
   
2021
 
Class A Common Stock
          
Numerator: Earnings allocable to Redeemable Class A Common Stock          
Net income (loss) allocable to Class A Common Stock subject to possible redemption  $2,024,294   $(69,398) 
Denominator: Weighted Average Class A Common Stock          
Basic and diluted weighted average shares outstanding   27,510,000    277,778 
           
Basic and diluted net income (loss) per share  $0.07   $(0.25) 
           
Class B Common Stock
          
Numerator: Net income (loss) minus Net Earnings          
Net income (loss) allocable to Class B Common Stock  $506,073   $(1,795,664) 
Denominator: Weighted Average Class B Common Stock          
Basic and diluted weighted average shares outstanding   6,877,500    7,187,500 
           
Basic and diluted net income (loss) per share   0.07   $(0.25) 
           
 
   
Three Months

Ended

September 30,

2021
   
Period

from June

1, 2021
(inception)
through
September

30, 2021
 
Class A Common Stock
          
Numerator: Earnings allocable to Redeemable Class A Common Stock
          
Net loss allocable to Class A Common Stock subject to possible redemption Denominator: Weighted Average Class A Common Stock
  $(69,398)  $(64,656) 
Basic and diluted weighted average shares outstanding
   277,778    204,918 
   
 
 
   
 
 
 
Basic and diluted net income per share
  $(0.25)  $(0.32)
   
 
 
   
 
 
 
Class B Common Stock
          
Numerator: Net Loss minus Net Earnings
          
Net loss allocable to Class B Common Stock
  $(1,795,663)  $(1,803,105)
Denominator: Weighted Average Class B Common Stock
          
Basic and diluted weighted average shares outstanding
   7,187,500    5,714,652 
   
 
 
   
 
 
 
Basic and diluted net loss per share
  $(0.25)  $(0.32)
   
 
 
   
 
 
 
       
For the period
 
       
June 1, 2021
 
       
(inception)
 
   
Nine Months
   
through
 
   
Ended September
   
September 30,
 
   
30, 2022
   
2021
 
Class A Common Stock
          
Numerator: Earnings allocable to Redeemable Class A Common Stock          
Net income (loss) allocable to Class A Common Stock subject to possible redemption  $7,462,866   $(64,656) 
Denominator: Weighted Average Class A Common Stock          
Basic and diluted weighted average shares outstanding   27,510,000    204,918 
           
Basic and diluted net income per share  $0.27   $(0.32) 
           
Class B Common Stock
          
Numerator: Net income (loss) minus Net Earnings          
Net income (loss) allocable to Class B Common Stock  $1,865,717   $(1,803,105) 
Denominator: Weighted Average Class B Common Stock          
Basic and diluted weighted average shares outstanding   6,877,500    5,714,652 
           
Basic and diluted net income (loss) per share  $0.27   $(0.32) 
           
Stock-Based Compensation Expense
The Company accounts for stock-based compensation expense in accordance with ASC Topic 718, Compensation –“Compensation — Stock CompensationCompensation” (“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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Table of Contents
Compensation expense related to the Founder Shares (as defined in Note 4 below) is recognized only when the performance condition is probable of occurrence. As of September 30, 2021,2022, the Company determined that a Business Combination is not considered probable, and, therefore 0
, no 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 amount equal to the number of Founder Shares that ultimately vest multiplied times the latest modification date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares.
NOTE 3—INITIAL PUBLIC OFFERING
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BERENSON ACQUISITION CORP. I
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note 2—Summary of Significant Accounting Policies - Continued
Recent Accounting Standards
In August 2020,Pursuant to the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)
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)
(“ASU
2020-06”)
to simplify certain financial instruments. ASU
2020-06
eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU
2020-06
amends the diluted earnings per share guidance, including the requirement to use the
if-converted
method for all convertible instruments. ASU
2020-06
is for fiscal years beginning after December 15, 2021, and should be applied on a full or modified retrospective basis. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted ASU
2020-06
effective June 1, 2021 (inception). The adoption of ASU
2020-06
did not have a material impact on the Company’s financial statement.
Note 3—Public Offering
In itsInitial Public Offering, the Company sold 25,000,00027,510,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and
one-half
of one redeemable warrant. Each whole Redeemable Warrantwarrant entitles the holder to purchase 1one share of Class A common stock at aan exercise price of $11.50 per share. Only whole Warrantswarrants may be exercised and no fractional Redeemable Warrantswarrants will be issued upon separation of the Units and only whole Redeemable Warrants may be traded.warrants will trade. The Redeemable Warrantswarrants will become exercisable on the later of 30 days after the completion of the Business Combination orand 12 months from the Close Date,closing date of the Initial 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 Close Date,closing of the Redeemable WarrantsInitial Public Offering, the warrants will expire at the end of such period.expire. If the Company is unable to deliver registered shares of Class A common stock to the holder upon exercise of Redeemable Warrantswarrants issued in connection with the 25,000,00027,510,000 Units during the exercise period, the Redeemable Warrantswarrants 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 Redeemable Warrants.
warrants.
Once the Redeemable Warrantswarrants become exercisable, the Company may redeem the outstanding Redeemable Warrantswarrants in whole, but not in part, at a price of $0.01 per Redeemable Warrantwarrants upon a minimum ofnot less than 30 days’ prior written notice of redemption, and only in the event that the last sale price of the Company’s Public Sharespublic shares equals or exceeds $18.00 per share for any 20 trading days within the
the 30-trading
day
period ending on the third trading day beforeprior to the date on which the Company sends the notice of redemption to the Redeemable Warrantwarrants holders. Additionally, 90 days after the Redeemable Warrantswarrants become exercisable, the Company may redeem the outstanding Redeemable Warrantswarrants in whole, but not in part, forat 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 Redeemable Warrantwarrant 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 trading day prior to the date on which the notice of redemption is sent to the Redeemable Warrantwarrant holders. The Company has agreed to use its bestcommercially reasonable efforts to file a registration statement with the SEC for the Class A common stock issuable upon exercise of the Redeemable Warrantswarrants under the Securities Act as soon as practicable, but in no event later than 1520 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 unitsUnits in the Initial Public Offering at varying amounts not exceeding 9.9% of the units subject tosold in the Initial Public Offering.
NOTE 4—RELATED PARTY TRANSACTIONS
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BERENSON ACQUISITION CORP. I
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note 3—Public Offering - Continued
The Company paid an underwriting discount of 2.00% of the gross proceeds of the Public Offering, or $5,000,000, to the underwriters at the Close Date, with an additional fee (the “Deferred Discount”) of 3.50% of the gross proceeds of the Public Offering, or $8,750,000, payable upon the Company’s completion of a Business Combination. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes a Business Combination. The underwriters are not entitled to receive any of the interest earned on Trust Account funds that would be used to pay the Deferred Discount. The Deferred Discount has been recorded as a deferred liability on the balance sheet at the Close Date.
Note 4—Related Party Transactions
Founder Shares
On June 25, 2021, the Sponsor purchased an aggregate of 7,187,500 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.003 per share. The purchase price of the Founder Shares was determined by dividing the amount of cash contributed to the Company by the number of Founder Shares issued.
The Founder Shares are the same as Class B common stock. 
On$25,000. In September 15, 2021, the Sponsor transferred an aggregate of 25,000 Founder Sharesfounder shares (for a total of 125,000 founder shares) to each of the Company’sits independent directors and special adviser (together, withadvisor at their original purchase price. Subsequently, on September 30, 2021, the Sponsor the “Initial Stockholders”) at a purchase pricesold an aggregate of approximately $0.004 per share.
At the Close Date, 937,5001,872,159 Founder Shares were subject to forfeiture by the Sponsor ifanchor investors at their original purchase price. Following the expiration of the underwriter’s over-allotment option, is not exercised in full within 45 days afteron November 12, 2021 the Close Date.
As of the Close Date, the Initial Stockholders held 7,187,500Sponsor forfeited 310,000 Founder Shares.
The At September 30, 2022 and December 31, 2021, there were 6,877,500 Founder Shares are identical to shares of Class A common stock sold in the Public Offering except that:
issued and outstanding.
only holders of the Founder Shares have the right to vote on the election of directors prior to the Business Combination;
With certain limited exceptions, the Founder Shares are subject to certain transfer restrictions, as described in more detail below;
not transferable, assignable or salable by the initial stockholders and the Company’s officers and directors entered into a letter agreement with the Company, pursuant to which they have agreed (i) to waive their redemption rights with respect to their Founder Shares and public shares in connection with the completion of the Business Combination and (ii) to waive their rights to liquidating distributions from the trust account with respect to their Founder Shares if the Company fails to complete the Business Combination within 18 months from the Proposed Offering. If the Company submits the Business Combination to the public stockholders for a vote, the initial stockholders have agreed, pursuant to such letter agreement, to vote their Founder Shares and any public shares purchased during or after the Proposed Offering in favor of the Business Combination; and
the Founder Shares are automatically convertible into Class A common stock on the first business day following the completion of the Business
Combination on a one-for-one basis, subject to
adjustment pursuant to certain anti-dilution rights.
Additionally, the Sponsor and initial stockholders will agree not to transfer, assign or sell any of its Founder Shares until the earlier of (i) one year after the completion of thean initial Business Combination orand (ii) subsequent to the initial Business Combination, (a) if the last reported sale price of the shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for sharestock splits, sharestock 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 (iii)(b) the date following the completion of the Business Combination on which the Company completes a liquidation, merger, sharestock 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 (the “Lock Up Period”).
property.
 
15
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BERENSON ACQUISITION CORP. I
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note 4—Related Party Transactions - Continued
In conjunctionconnection with each anchor investor purchasing 100% of the Units allocated to it in connection with the closing of the ProposedInitial 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
$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.Sponsor.
AsSince a portion of the Initial 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.
Private Placement Warrants
OnSimultaneously with the Close Date,consummation of the Initial Public Offering and the partial exercise by the underwriters of their over-allotment option, the Sponsor purchased from the Company 7,000,0007,502,000 Private Placement Warrants at a price of $1.00 per warrant, or approximately $7,000,000,$7,502,000, in a private placement that occurred in conjunction with the completion of the Public Offering.placements. Each Private Placement Warrant entitles the holder to purchase 1one share of Class A common stock at $11.50 per share, subject to adjustment. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Initial Public Offering to be held in the Trust Account. The Private Placement Warrants will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. 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 Redeemable Warrants.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. TheIn addition, the Private Placement Warrants are not transferable, assignable or salable(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 thea Business Combination.
If the Company does not complete thea Business Combination within 18 months from the Close Date,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 Sharespublic shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.
Indemnity
The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company discussed entering into a transaction agreement, reduces the amount of funds in the Trust Account to below (i) $10.00 per public share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company and, therefore, the Sponsor may not be able to satisfy those obligations. The Company has not asked the Sponsor to reserve for such eventuality as the Company believes the likelihood of the Sponsor having to indemnify the Trust Account is limited because the Company will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Related Party Loans
On June 25, 2021, the Company’s Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover related expenses to the Public Offering pursuant to a promissory note. The note was
non-interest
bearing and the amount of $176,000 was repaid in full to the Sponsor at the Close Date.
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BERENSON ACQUISITION CORP. I
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note 4—Related Party Transactions - Continued
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 cl
o
se 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 no written agreements exist with respect to such loans. To date, the Company hadWorking Capital Loans. As of September 30, 2022, there were no borrowingsamounts outstanding under theany Working Capital Loans.
Service and
Administrative FeesServices Agreement
The Company has agreed,entered into an agreement with the Sponsor pursuant to which, commencing on September 27,28, 2021 through the earlier of the 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 completion ofFor the Business Combination or the Company’s liquidation,three and nine months ended September 30, 2022, the Company will cease payingincurred $30,000 and $90,000, respectively for these monthly fees.
services, which is included in accrued expenses in the accompanying balance sheet and general and administrative expenses in the accompanying statement of operations.
NoteNOTE 5—Stockholders’ Deficit
STOCKHOLDERS’ DEFICIT
Preferred StockStock—
—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 board of directors. As ofAt September 30, 2022 and December 31, 2021, there were 0no shares of preferred stock issued or outstanding.
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. At the Close Date,September 30, 2022 and December 31, 2021, there were 25,000,00027,510,000 shares of Class A common stock issued
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.
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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. At the Close Date,September 30, 2022 and December 31, 2021, there were 7,187,5006,877,500 shares of Class B common stock issued and outstanding,outstanding.
Prior to a Business Combination, only holders of which 937,500 were subject to forfeiture if the underwriter’s over-allotment option is not exercised in full within 45 days after the Close Date.
Dividend Policy
The Company has not paid and does not intend to pay any cash dividends on itsClass B common stock priorhave the right to vote on the completionelection of directors and holders of a majority of the Business Combination. Additionally,outstanding shares of our Class B common stock may remove members of the Company’s board of directors does not contemplatefor any reason. Holders of shares of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a stockholder vote 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 a Business Combination, or anticipate declaring anyearlier at the option of the holder, on a
one-for-one
basis, subject to adjustment. In the case that additional shares of Class A common stock, dividendsor equity-linked securities, are issued or deemed issued in excess of the amounts offered in the foreseeable future.Initial Public Offering and related to the closing of a 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 outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance, including a specific 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 aggregate number of all shares of common stock outstanding upon the completion of plus the aggregate number of shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and any private placement-equivalent 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 September 30, 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 September 30, 2022 and December 31, 2021 due to the short maturities of such instruments.
 
   
As of September 30, 2022
 
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Assets:
        
U.S. Treasury Securities held in Trust Account  $276,655,160   $—     $—     $276,655,160 
                     
   $276,655,160   $—     $—     $276,655,160 
                     
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BERENSON ACQUISITION CORP. I
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
 
   
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 
                     
Note 6—Fair Value Measurements
The following table presents information about the Company’s derivative liabilities that are measured at fair value on a recurring basis as of September 30, 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 September 30, 2021
 
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Liabilities:
                    
Redeemable Warrants
  $—     $—     $12,125,000   $12,125,000 
Private Placement Warrants
   —      —      6,930,000    6,930,000 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total
  
$
—  
   
$
—  
   
$
19,055,000
 
  
$
19,055,000
 
   
 
 
   
 
 
   
 
 
   
 
 
 
                                                        
   
As of September 30, 2022
 
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Liabilities:
        
Public Warrants  $687,750   $—     $—     $ 687,750 
Private Placement Warrants   —      375,100    —      375,100 
                     
Total
  $687,750   $375,100   $—     $1,062,850 
                     
   
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 
                     
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The valuation methodology used in the determination of the fair value of financial instruments for which Level 3 inputs were used at September 30,December 31, 2021 was a market approach.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 September 30, 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.
The following table presents a summary of the changes in fair value of the Private Placement Warrants, as of March 31, 2022.
Warrant liabilities at January 1, 2022  $3,675,980 
Transfer of Private Placement Warrants From Level 3 to Level 2   (2,025,540) 
Change in fair value of Private Placement Warrant liabilities   (1,650,440) 
      
Private Placement Warrant liabilities  $—   
      
NOTE 7—COMMITMENTS
Note 7—CommitmentsAND CONTINGENCIES
Registration Rights
HoldersThe holders of the Founder Shares, and Private Placement Warrants willand warrants that may be issued upon conversion of working capital loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans and upon conversion of the founder shares) are entitled to registration rights pursuant to a registration rights agreement entered into in connection with the Initial Public Offering, requiring the Company to be signed on or prior toregister such securities for resale (in the effective datecase of the Proposed Offering.founder shares, only after conversion to our Class A common stock). The holders of these securities are entitled to make up to 3three demands, excluding short form registration demands, that that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to other registration statements filed by the Company subsequent to its completion of the Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement filed under the Securities Act to become effective until termination of the applicable Lock Up Period.
lock-up
periods. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
UnderwritersUnderwriting Agreement
The underwriters were paid a cash underwriting discount of two percent (2%) of the gross proceeds of the IPO, or $5,000,000. Additionally, the underwriters will beInitial Public Offering are entitled to a deferred underwriting discountcommission of 3.5% or $8,750,000 of the gross proceeds of the IPO held in the Trust Account upon the completion of the Company’s initial Business Combination subject$9,628,500. Subject to the terms of the underwriting agreement.
agreement of the Initial Public Offering, (i) the deferred underwriting commission will be placed in the Trust Account and released to the underwriters only upon the completion of a Business Combination and (ii) the deferred underwriting commission will be waived by the underwriters in the event that the Company does not complete a Business Combination.
NoteNOTE 8—Subsequent Events
SUBSEQUENT EVENTS
TheIn accordance with ASC 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated subsequentall events andor transactions that occurred up to the date unaudited condensedthe audited financial statements were available to be issued. Based upon this review, except as noted below, the Company determined that there have been nodid not identify any subsequent events that would have occurred that would require adjustments to the disclosuresrequired adjustment or disclosure in the unaudited condensed financial statements.
On October 22,November 8, 2022, the Company filed a Preliminary Proxy Statement on Schedule 14A (the “Preliminary Proxy Statement”) relating to the special meeting of the stockholders that is anticipated to be held in 2022 to approve an amendment to the Company’s amended and restated certificate of incorporation which would, if implemented, allow the Company to extend the date by which it has to consummate a Business Combination (the “Extension”) for an additional six months, from March 30, 2023 to September 30, 2023, or such earlier date as determined by the Company’s board of directors (such later date, the “Extended Date,” and such proposal, the “Charter Amendment Proposal”).
The Company will also seek shareholder approval to amend the Investment Management Trust Agreement, dated as of September 27, 2021, by and between the underwriters partially exercised their optionCompany and Continental Stock Transfer & Trust Company, to purchase additional Units, resultingprovide for the Extension to the Extended Date pursuant to the Charter Amendment (the “Trust Amendment Proposal”).
The Company will also seek shareholder approval for the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the issuance of an additional 2,510,000 Units at a public offering price of $10.00 per Unit. 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,event that there are insufficient votes for, or otherwise in connection with, the underwriters’ partial exercise of their over-allotment option and waiverapproval of the remaining portion of such option,Charter Amendment Proposal and the Sponsor forfeited an aggregate of 310,000 Founder Shares at no cost, resulting in 6,877,500 outstanding as of November 12, 2021.
Trust Amendment Proposal.
 
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Item 2.
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 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,
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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(a “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.
Recent Developments
On November 8, 2022, the Company filed a Preliminary Proxy Statement on Schedule 14A relating to a special meeting of stockholders that is anticipated to be held in 2022 to approve an amendment to the Company’s amended and restated certificate of incorporation which would, if implemented, allow the Company to extend the date by which it has to consummate a Business Combination (the “Extension”) for an additional six months, from March 30, 2023 to September 30, 2023, or such earlier date as determined by the Company’s board of directors (such later date, the “Extended Date,” and such proposal, the “Charter Amendment Proposal”). The Company will also seek shareholder approval to amend the Investment Management Trust Agreement, dated as of September 27, 2021, by and between the Company and Continental Stock Transfer & Trust Company, to provide for the Extension to the Extended Date pursuant to the Charter Amendment (the “Trust Amendment Proposal”).
The Company will also seek shareholder approval for the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Charter Amendment Proposal and the Trust Amendment Proposal.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities from inception through September 30, 20212022 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
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of our initial Business Combination. We 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 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.
For the three and nine months ended September 30, 2021,2022, we had a net lossincome of $1,865,061,$2,530,367 and $9,328,583, respectively, which consistedconsists of operating costs of $151,530$265,009 and offering costs associated with$1,167,019, respectively, interest income of $1,152,824 and $1,550,650, respectively, income tax expense of $270,578 for the three and nine months ended September 30, 2022, and change in fair value of derivative warrant liabilities totaling $1,713,531.
For the period from June 1, 2021 (Inception) to September 30, 2021, we had a net loss of $1,867,761, which consisted of operating costs of $154,230$1,913,130 and offering costs associated with derivative warrant liabilities totaling $1,713,531.$9,215,530, respectively.
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, (“Units”), at $10.00 per Unit,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 Warrantsprivate placement warrants to the Sponsor at a price of $1.00 per Private Placement Warrant,private placement warrants, generating gross proceeds of $7,000,000.
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Following our Initial Public Offering (including the partial exercise of the over-allotment option), and the Private Placement, a total of $250,000,000$275,100,000 was placed in the Trust Account. We incurred $15,636,971 in transaction costs, including $5,502,00 of $14,256,471, consistingunderwriting commissions, $9,628,500 of $13,750,000 of underwriters fees and discountsdeferred underwriting commissions and $506,471 of other offering costs.
For the period from June 1, 2021 (inception) tonine months ended September 30, 2021,2022, cash used in operating activities was $799,358.$523,286. Net lossincome of $1,867,761$9,328,583 was affected by offering costs associated withinterest income of $1,550,032 and change in fair value of derivative warrant liabilities of $1,713,531$9,215,530 and changes in operating assets and liabilities, which used $645,128provided $913,693 of cash from operating activities.
As of September 30, 2021,2022, we had cash and marketable securities held in the Trust Account was $250,000,000. We intend to hold marketable securities in the Trust Account in the future.of $276,655,160. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (excluding(less deferred underwriting commissions)commissions and income taxes payable), to complete our initial Business Combination. We may withdraw interest to pay our taxes. To the extent that our equitycapital 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 September 30, 2021,2022, we had cash held outside of the Trust Account of $719,171.$147,476. We intend 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 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 September 30, 2022, there were no amounts outstanding under any Working Capital Loans.
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.
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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 wethe specific impact is not readily determinable as of the date of the financial statements. The financial statements do not have sufficient funds availableinclude any adjustments that might result from the outcome of this uncertainty.
The military conflict commenced in February 2022 by the Russian Federation in Ukraine has created and is expected to us, we will be forcedcreate further global economic consequences, including but not limited to cease operationsthe possibility of extreme volatility and liquidatedisruptions in the Trust Account. In addition, followingfinancial markets, diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in inflation rates and uncertainty about economic and political stability. Such global consequences may materially and adversely affect our ability to consummate an initial Business Combination, if cashor the operations of a target business with which we ultimately consummate an initial Business Combination. In addition, our ability to consummate an initial Business Combination may be dependent on hand is insufficient, wethe ability to raise equity and debt financing which may needbe impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to obtain additional financingus or at all. The impact of this action and related sanctions on the global economy and the specific impact on our financial position, results of operations and/or ability to consummate an initial Business Combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
In connection with the Company’s assessment of going concern considerations in orderaccordance with FASB ASC Topic 205-40, “Presentation of Financial Statements-Going Concern,” management has evaluated the Company’s liquidity and financial condition and determined that it may not be sufficient to meet our obligations.
On October 22, 2021 the underwriters partially exercisedCompany’s obligation over the over-allotment by purchasing an additional 2,510,000. Simultaneously withperiod of twelve months from the partial exerciseissuance date 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,financial statements. The Company’s sponsor has agreed to provide support to enable the Company incurred additional underwriting feesto continue its operations and meet its potential obligations over over a period of $502,000 and deferred underwriting feesone year from the issuance date of $878,500.
Based on the foregoing, managementthese financial statements. Management believes that we will have sufficientcurrent working capital, and borrowing capacitythe support from its Sponsor, provides sufficient capital to meet our needs through the earliersustain operations for a reasonable period of the consummation of a Business Combination ortime, which is considered to be one year from this filing.the issuance date of those financial statements and therefore substantial doubt has been alleviated.
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Off-Balance
Sheet Arrangements
We did not have any
off-balance
sheet arrangements as of September 30, 2021.2022.
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 income (loss) Per Common Stock Shares
The Company appliesWe apply the
two-class
method in calculating net lossincome per share of common stock share.stock. The contractual formula utilized to calculate the redemption amount approximates fair value. The Classclass 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 offor the purposes of the numerator in the earnings per share calculation. Net lossincome per share of common stock share 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 common stock outstanding for each of the periods. The calculation of diluted lossincome per share of common stock does not consider the effect of the warrants and rights issued in connection with theour 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 and rights are exercisable for 19,500,00021,257,000 shares of Class A common stock in the aggregate.
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Common Stock Subject to Possible Redemption
AllWe account for our shares of the 25,000,000 Class A common stock shares sold as part of the Unitssubject to possible redemption in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connectionaccordance with the Company’s liquidation if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation.ASC 480. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC
ASC 480-10-S99, redemption
redemption provisions not solely within theour control of the Company 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.
The Company recognizesAll 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 adjustsadjust the carrying value of redeemable ordinary 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 ordinary shares of common stock are affected by charges against additional
additional paid-in
capital
and accumulated deficit.
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Public Warrants and Private Placement Warrants
We account for the public warrants and the Private Placement Warrants issued in connection with our Initial Public Offeringprivate placement warrants in accordance with ASC Topic
815-40,
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”,Measurement,” with changes in fair value recognized in the statements of operations in the period of change.
Recent Accounting Standards
As of September 30, 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.
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 (“ASU2020-06”), 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.
Item 3.
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.
Item 4.
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.
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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 September 30, 2021.2022. 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 September 30, 20212022 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.
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
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 prospectus Annual 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 prospectusAnnual Report, except for the 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.
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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 Initial Public Offering filedbusiness, 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.
A new 1% U.S. federal excise tax could be imposed on the Company in connection with redemptions.
On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into federal law. The IRA provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. corporations and certain U.S. subsidiaries of publicly traded non-U.S. corporations (each, a “covered corporation”). Because our securities are trading on the NYSE, we are a “covered corporation” for this purpose. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of Treasury has been given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of the excise tax. The IRA applies only to repurchases that occur after December 31, 2022.
If the Business Combination is completed on or before December 31, 2022, we would not be subject to the excise tax as a result of shareholders exercising their redemption rights. However, if such Business Combination occurs any time after December 31, 2022, any redemption or other repurchase that occurs after December 31, 2022 may be subject to the excise tax. Whether and to what extent we would be subject to the excise tax would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the SEC.Business Combination, (ii) the nature and amount of the equity issued in connection with the Business Combination (or otherwise issued not in connection with the Business Combination but issued within the same taxable year of the Business Combination), and (iii) the content of regulations and other guidance from the U.S. Department of the Treasury. In addition, because the excise tax would be payable by the Company, and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete the Business Combination.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
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.
Item 3. Defaults Upon Senior Securities.
None.
Item 4.
Mine Safety Disclosures.
Not Applicable.
Item 5.
Other Information.
None.
 
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Item 4. Mine Safety Disclosures.
Not Applicable.
Item 5. Other Information.
None.
Item 6. Exhibits.
Item 6.Exhibits.
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.
 
Exhibit
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: November 12, 202110, 2022  By: 
/s/ Mohammed Ansari
  Name: Mohammed Ansari
  Title: Chief Executive Officer
Date: November 12, 202110, 2022  By: 
/s/ Amir Hegazy
  Name: Amir Hegazy
  Title: Chief Financial Officer
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