Item 3.02. Unregistered Sales of Equity Securities.
The information included in Item 8.01 of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference.
As previously reported on a Current Report on Form 8-K of Berenson Acquisition Corp. I (the “Company”), on September 30, 2021, the Company completed its initial public offering (the “IPO”) of 25,000,000 units (the “Units”). Each Unit consists of one share of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) and one-half of one redeemable warrant (each, a “Warrant”), each whole Warrant entitling the holder thereof to purchase one share of Class A 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 No. 333-259470). The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $250,000,000.
The Company had granted the underwriters for the IPO (the “Underwriters”) a 45-day option to purchase up to 3,750,000 additional Units to cover over-allotments, if any. Effective as of October 22, 2021, the Underwriters partially exercised their option to purchase additional Units, resulting in the issuance of an additional 2,510,000 Units (the “Option Units”) at a public offering price of $10.00 per Option 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 IPO. The Underwriters have until November 14, 2021 to exercise the remainder of their option to purchase additional units.
As previously reported on a Current Report on Form 8-K of the Company, on September 30, 2021, simultaneously with the consummation of the IPO, the Company completed a private placement of an aggregate of 7,000,000 warrants (the “Private Placement Warrants”) to Berenson SPAC Holdings I, LLC (the “Sponsor”) at a price of $1.00 per Private Placement Warrant, generating total gross proceeds of $7,000,000 (the “Private Placement”). On October 22, 2021, in connection with the sale of Option Units, the Company consummated a private sale of an additional 502,000 Private Placement Warrants (the “Additional Private Placement Warrants”) to the Sponsor at a price of $1.00 per Additional Private Placement Warrant, generating gross proceeds of $502,000.
A total of $275,100,000 of the net proceeds from the IPO (including the Option Units) and the sale of Private Placement Warrants and Additional Private Placement Warrants was deposited in a trust account established for the benefit of the Company’s public stockholders. An audited balance sheet as of September 30, 2021 reflecting receipt of the net proceeds upon consummation of the IPO and the Private Placement on September 30, 2021, but not the proceeds from the sale of the Option Units nor the sale of the Additional Private Placement Warrants, had been issued by the Company and previously filed on a Current Report on Form 8-K on October 6, 2021. The Company’s unaudited pro forma balance sheet as of October 22, 2021, reflecting receipt of the net proceeds from the sale of the Option Units and the Additional Private Placement Warrants on the same day is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On October 25, 2021, the Company issued a press release announcing the partial exercise of the Underwriters’ over-allotment option, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
