10-Q

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-Q

(MARK ONE)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File Number:

001-40843

BERENSON ACQUISITION CORP. I

(Exact name of registrant as specified in its charter)


Delaware		87-1070217
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

667 Madison Avenue, 18 th Floor New York, New York		10065
(Address of principal executive offices)		(Zip Code)

(212)

935-7676

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock, par value $0.0001 per share and one-half of one Warrant	BACA.U	The New York Stock Exchange
Class A Common Stock, par value $0.0001 per share	BACA	The New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	BACA WS	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

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

12b-2

of the Exchange Act). Yes ☒ No ☐

As of August 3, 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.


	Page

PART I - FINANCIAL INFORMATION		1

Item 1. Condensed Financial Statements		1

Condensed Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021		1

Unaudited Condensed Statements of Operations for the three and six months ended June 30, 2022 and the period from June 1, 2021 (inception) through June 30, 2021		2

Unaudited Condensed Statements of Changes in Redeemable Common Stock and Stockholders’ (Deficit) Equity for the three and six months ended June 30, 2022 and the period from June 1, 2021 (inception) through June 30, 2021		3

Unaudited Condensed Statements of Cash Flows for the six months ended June 30, 2022 and the period from June 1, 2021 (inception) through June 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		14

Item 3. Quantitative and Qualitative Disclosures About Market Risk		17

Item 4. Controls and Procedures		17

PART II - OTHER INFORMATION		18

Item 1. Legal Proceedings		18

Item 1A. Risk Factors		18

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


	June 30, 2022 (Unaudited)			December 31, 2021
ASSETS
CURRENT ASSETS:
Cash	$	190,338		$	670,762
Prepaid expenses and other assets		405,379			413,338

Total current assets		595,717			1,084,100
Prepaid expenses and other assets, net of current portion		—			250,786
Cash held in Trust Account		275,502,795			275,105,128

TOTAL ASSETS	$	276,098,512		$	276,440,014

LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Accounts payable	$	9,375		$	35,194
Accrued expenses		310,069			56,600
Franchise tax payable		52,342			117,310

Total current liabilities		371,786			209,104
Derivative warrant liabilities		2,975,980			10,278,380
Deferred underwriting fee payable		9,628,500			9,628,500

TOTAL LIABILITIES		12,976,266			20,115,984

Commitments and Contingencies
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 27,510,000 shares issued and outstanding, subject to possible redemption at $10.00 per share		275,100,000			275,100,000

Preferred stock, $0.0001 par value; 1,000,000 shares authorized; 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 June 30, 2022 and December 31, 2021		688			688
Accumulated deficit		(11,978,442	)		(18,776,658	)

Total stockholders’ deficit		(11,977,754	)		(18,775,970	)

TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT	$	276,098,512		$	276,440,014


	Three Months Ended June 30, 2022		Six Months Ended June 30, 2022		For the Period from June 1, 2021 (Inception) through June 30, 2021



General and administrative expenses	$	421,131	$	802,010	$	2,700
Franchise tax expenses		50,000		100,000		—

Loss from operations		471,131		902,010		2,700

Other income
Interest income		375,374		397,826		—
Change in fair value of derivative warrant liabilities		2,763,410		7,302,400		—

Total other income		3,138,784		7,700,226		—

Net income (loss) allocable to common stockholders	$	2,667,653	$	6,798,216	$	(2,700	)

Weighted average shares outstanding, redeemable Class A common stock		27,510,000		27,510,000		—

Basic and diluted net income per share, redeemable Class A common stock	$	0.08	$	0.20	$	0.00

Weighted average shares outstanding, non-redeemable common stock		6,877,500		6,877,500		6,250,000

Basic and diluted net income per share, non-redeemable common stock	$	0.08	$	0.20	$	0.00


	FOR THE THREE AND SIX MONTHS ENDED JUNE 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		75,100,000		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	)


	FOR THE PERIOD FROM JUNE 1, 2021 (INCEPTION) THROUGH JUNE 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 – J une 30, 2021		—		—		7,187,500	$	719	$	24,281	$	(2,700	)	$	22,300


	For the Six Months Ended June 30, 2022			For the Period from June 1, 2021 (inception) through June 30, 2021



CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	6,798,216		$	(2,700	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest income from trust account		(397,667	)		—
Change in fair value of derivative warrant liabilities		(7,302,400	)		—
Changes in operating assets and liabilities:
Prepaid expenses and other assets		258,745			—
Accounts payable		(25,819	)		—
Accrued expenses		253,469			2,700
Franchise tax payable		(64,968	)		—

Net cash used in operating activities		(480,424	)		—

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock to initial shareholders		—			25,000

Net cash provided by financing activities		—			25,000

NET (DECREASE) INCREASE IN CASH		(480,424	)		25,000
CASH BEGINNING OF PERIOD		670,762			—

CASH END OF PERIOD	$	190,338		$	25,000

SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:
Deferred offering costs included in accrued expenses	$	—		$	102,300

Deferred offering costs included in sponsor loan	$	—		$	15,000


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.


	Three Months Ended June 30, 2022		Six Months Ended June 30, 2022
Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A common stock
Net income allocable to Class A common stock subject to possible redemption	$	2,134,122	$	5,438,573
Denominator: Weighted Average Class A common stock
Basic and diluted weighted average shares outstanding		27,510,000		27,510,000

Basic and diluted net income per share	$	.08	$	0.20

Class B Common Stock
Numerator: Earnings allocable to Class B common stock
Net income allocable to Class B common stock	$	533,531	$	1,359,643
Denominator: Weighted Average Class B common stock
Basic and diluted weighted average shares outstanding		6,877,500		6,877,500

Basic and diluted net income per share		.08	$	0.20


	As of June 30, 2022
	Level 1		Level 2		Level 3		Total
Assets:
U.S. Treasury Securities held in Trust Account	$	275,502,795	$	—	$	—	$	275,502,795

Total:	$	275,502,795	$	—	$	—	$	275,502,795


	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

Total:	$	275,105,128	$	—	$	—	$	275,105,128


Private Placement 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	$	—


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)


	BERENSON ACQUISITION CORP. I

Date: August 3, 2022	By:	/s/ Mohammed Ansari
	Name:	Mohammed Ansari
	Title:	Chief Executive Officer

Date: August 3, 2022	By:	/s/ Amir Hegazy
	Name:	Amir Hegazy
	Title:	Chief Financial Officer

SEC Form 10-Q filed by Berenson Acquisition Corp. I