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, 2023

☐	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
Class A Common Stock, par value $0.0001 per share	BACA	NYSE American LLC

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 ☐

s of August 9, 202

, there were 5,590,371 shares of Class A common stock, par value $0.0001 per share, and 3,897,500 shares of Class B common stock, par value $0.0001 per share, issued and outstanding.

BERENSON ACQUISITION CORP. I

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2023

TABLE OF CONTENTS


	Page
PART I - FINANCIAL INFORMATION

Item 1. Condensed Financial Statements		3

Condensed Balance Sheets as of June 30, 2023 (Unaudited) and December 31, 2022		3

Unaudited Condensed Statements of Operations for the three and six months ended June 30, 2023 and 2022		4

Unaudited Condensed Statements of Changes in Redeemable Common Stock and Stockholders’ Deficit for the three and six months ended June 30, 2023 and 2022		5

Unaudited Condensed Statements of Cash Flows for the six months ended June 30, 2023 and 2022		6

Notes to the Unaudited Condensed Financial Statements		7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		20

Item 3. Quantitative and Qualitative Disclosures About Market Risk		25

Item 4. Controls and Procedures		25

PART II - OTHER INFORMATION		25

Item 1. Legal Proceedings		25

Item 1A. Risk Factors		25

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		25

Item 3. Defaults Upon Senior Securities		27

Item 4. Mine Safety Disclosures		27

Item 5. Other Information		27

Item 6. Exhibits		28

BERENSON ACQUISITION CORP. I

Item 1.

Condensed Financial Statements.

CONDENSED

BALANCE SHEETS

June 30, 2023 (Unaudited) and

December

31, 2022


	June 30, 2023			December 31, 2022
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	168,156		$	250,453
Prepaid expenses and other assets		70,033			162,928

Total current assets		238,189			413,381
Cash held in Trust Account		27,081,496			278,782,399

TOTAL ASSETS	$	27,319,685		$	279,195,780

LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Accounts payable	$	130,156		$	82,872
Accrued expenses		824,320			531,228
Income tax payable		287,544			749,165
Franchise tax payable		20,000			105,438

Total current liabilities		1,262,020			1,468,703
Derivative warrant liabilities		212,570			850,901
Deferred underwriting fee payable		9,628,500			9,628,500

TOTAL LIABILITIES		11,103,090			11,948,104

Commitments and Contingencies
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; of 2,610,371 and 27,510,000 issued and outstanding as of June 30, 2023 and December 31, 2022, respectively, subject to possible redemption		21,745,883			275,100,000

Stockholders’ deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—			—
Non-redeemable Class A common stock, $ 0.0001 par value; 200,000,000 shares authorized; 2,980,000 shares issued and outstanding at June 30, 2023. No shares were issued and outstanding as of December 31, 2022		298			—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 3,897,500 and 6,877,500 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively		390			688
Accumulated deficit		(5,529,976	)		(7,853,012	)

Total stockholders’ deficit		(5,529,288	)		(7,852,324	)

TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT	$	27,319,685		$	279,195,780

The accompanying notes are an integral part of these

unaudited

condensed financial statements.

Table of Contents

BERENSON ACQUISITION CORP. I

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 and 2022


	Three months ended June 30, 2023			Three months ended June 30, 2022		Six months ended June 30, 2023			Six months ended June 30, 2022
General and administrative expenses	$	172,166		$	421,131	$	798,528		$	802,010
Franchise tax expenses		50,000			50,000		100,000			100,000

Loss from operations		222,166			471,131		898,528			902,010

Other income
Interest income		3,783			—		4,740			—
Interest income on trust		314,885			375,374		3,239,657			397,826
Change in fair value of derivative warrant liabilities		(148,799	)		2,763,410		638,331			7,302,400

Total other income		169,869			3,138,784		3,882,728			7,700,226

Net (loss) income before income taxes		(52,297	)		2,667,653		2,984,200			6,798,216
Income taxes		(57,222	)		—		(661,164	)		—

Net (loss) income allocable to common stockholders	$	(109,519	)	$	2,667,653	$	2,323,036		$	6,798,216

Weighted average shares outstanding, redeemable Class A common stock		2,610,371			27,510,000		14,921,854			27,510,000

Basic and diluted net (loss) income per share, redeemable Class A common stock	$	(0.01	)	$	0.08	$	0.11		$	0.20

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

Basic and diluted net (loss) income per share, non-redeemable common stock	$	(0.01	)	$	0.08	$	0.11		$	0.20

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

BERENSON ACQUISITION CORP. I

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 and 2022


FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023
							Stockholders’ Deficit
	Class A Common Stock subject to possible redemption						Class A Common Stock				Class B Common Stock						Additional Paid-In Capital			Accumulated Deficit			Total Stockholders’ Equity (Deficit)
	Shares			Amount			Shares		Amount		Shares			Amount			Additional Paid-In Capital			Accumulated Deficit			Total Stockholders’ Equity (Deficit)
Balance - January 1, 2023		27,510,000		$	275,100,000			—	$	—		6,877,500		$	688		$	—		$	(7,853,012	)	$	(7,852,324	)
Class A shares redeemed		(24,899,629	)		(253,354,117	)		—		—		—			—			—			—			—
Class B shares converted to Class A shares		—			—			2,980,000		298		(2,980,000	)		(298	)		30,246,702			—			30,246,702
Excess fair value of converted Class B shares to Class A shares		—			—			—		—		—			—			(30,246,702	)		—			(30,246,702	)
Net income		—			—			—		—		—			—			—			2,432,555			2,432,555

Balance - March 31, 2023		2,610,371			21,745,883			2,980,000		298		3,897,500			390			—			(5,420,457	)		(5,419,769	)
Net loss		—			—			—		—		—			—			—			(109,519	)		(109,519	)

Balance - June 30, 2023		2,610,371		$	21,745,883			2,980,000	$	298		3,897,500		$	390		$	—		$	(5,529,976	)	$	(5,529,288	)


FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022
					Stockholders’ Deficit
	Class A Common Stock subject to possible redemption				Class A Common Stock				Class B Common Stock				Additional Paid-In Capital		Accumulated Deficit			Total Stockholders’ Equity (Deficit)
	Shares		Amount		Shares		Amount		Shares		Amount		Additional Paid-In Capital		Accumulated Deficit			Total Stockholders’ Equity (Deficit)
Balance - January 1, 2022		27,510,000	$	275,100,000		—	$	—		6,877,500	$	688	$	—	$	(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	)

The accompanying notes are an integral part of these unaudited condensed financial statements.

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BERENSON ACQUISITION CORP. I

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2023 and 2022


	Six months ended June 30, 2023			Six months ended June 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	2,323,036		$	6,798,216
Adjustments to reconcile net loss to net cash used in operating activities:
Interest income on trust		(3,239,657	)		(397,667	)
Change in fair value of derivative warrant liabilities		(638,331	)		(7,302,400	)
Changes in operating assets and liabilities:
Prepaid expenses and other assets		92,895			258,745
Accounts payable		47,284			(25,819	)
Accrued expenses		293,092			253,469
Income tax payable		(461,621	)		—
Franchise tax payable		(85,438	)		(64,968	)

Net cash used in operating activities		(1,668,740	)		(480,424	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Funds withdrawn from trust account to pay franchise and income taxes		1,586,443			—
Funds withdrawn from trust account in connection with redemption		253,354,117			—

Net cash provided by investing activities		254,940,560			—

CASH FLOWS FROM FINANCING ACTIVITIES:
Redemption of Class A common stock		(253,354,117	)		—

Net used by financing activities		(253,354,117	)		—

NET DECREASE IN CASH		(82,297	)		(480,424	)
CASH BEGINNING OF PERIOD		250,453			670,762

CASH END OF PERIOD	$	168,156		$	190,338

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

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 (a “Business Combination”).

As of June 30, 2023, the Company had not commenced any operations. All activity through June 30, 2023 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will 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 units (the “Units”), with each unit consisting of one share of Class A common stock (the “Public Shares”) and

one-half

of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $250,000,000, which is described in Note 3.

Simultaneously with the consummation of the Initial Public Offering, the Company consummated the sale of 7,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant, in a private placement to Berenson SPAC Holdings I, LLC, 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 underwriters of the Initial Public Offering partially exercised their over-allotment option and purchased 2,510,000 additional Units at $10.00 per Unit, generating additional gross proceeds of $25,100,000. In addition, on October 22, 2021, simultaneously with the partial exercise of the over-allotment option by the underwriters, the Sponsor purchased an additional 502,000 Private Placement Warrants at $1.00 per private placement warrant, generating additional gross proceeds of $502,000.

Transaction costs amounted to $16,646,076, consisting of $5,502,000 of underwriting commissions, $9,628,500 of deferred underwriting commissions, $1,009,105 for the excess fair value of founder shares attributable to the anchor investors (see Note 4) and $506,471 of other offering costs.

A total of $275,100,000 (or $10.00 per Unit) of the net proceeds of the 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 Warrants was placed in a trust account (the “Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee, located in the United States and invested only in U.S. “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 185 days or less, or in money market funds meeting certain conditions under Rule

2a-7

under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the funds held in the Trust Account will not be released from the Trust Account until the earliest of: (i) the completion of an initial Business Combination, (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (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 its public shares if it does not complete its initial business combination by September 30, 2023 or (b) with respect to any other provision relating to stockholders’ rights or

pre-initial

Business Combination activity, and (iii) the redemption of the Company’s public shares if it does not complete its initial business combination by September 30, 2023, subject to applicable law.

The Company initially had until March 30, 2023 to complete a Business Combination, which was extended to September 30, 2023 (the “Combination Period”) after the approval obtained at a special meeting of stockholders held on March 28, 2023 (the “Extension”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the public shares, at a per

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BERENSON ACQUISITION CORP. I

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our 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 liquidating distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we do not complete an initial business combination by the Combination Period.

At the special meeting of stockholders on March 28, 2023 in connection with the Extension, stockholders holding 24,899,629 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, $253,354,117 (approximately $10.18 per share), including $4,357,827 of interest earned on the Trust Account which was not previously used to pay for the Company’s tax obligation, was removed from the Trust Account to pay such holders.

Following the above redemptions, the Company had 5,590,371 Class A Shares outstanding (including the 2,980,000 converted Class B shares and 2,610,371 Public Shares) and the aggregate amount remaining in the Trust Account at June 30, 2023 is $27,081,496.

The Public Shares are recorded at their redemption amount and classified as temporary equity at the balance sheet, in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”

Liquidity, Capital Resources and Going Concern

As of June 30, 2023, the Company had $168,156 in cash and working capital deficit of $716,287 (without taking into account franchise tax obligations and income tax payable 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 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 an unsecured promissory note (as discussed in Note 4). The Company repaid the promissory note in full on September 30, 2021. The Company’s liquidity needs have been satisfied with the proceeds from the consummation of the Initial Public Offering and sale of the Private Placement Warrants held outside of the Trust Account.

In connection with the Company’s assessment of going concern considerations in accordance 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 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 to 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 the support from its Sponsor, provides sufficient capital to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of those financial statements and therefore substantial doubt has been alleviated.

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BERENSON ACQUISITION CORP. I

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 2—Significant Accounting Policies

Basis of Presentation

The accompanying interim unaudited 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 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 six months ended June 30, 2023 are not necessarily indicative of the results that may be expected through December 31, 2023.

The accompanying interim unaudited financial statements should be read in conjunction with the Form

10-K

as of and for the year ended December 31, 2022.

Accounting Standards Adoption

Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash and cash equivalents. The Company did not have any cash equivalents as of June 30, 2023 and December 31, 2022.

Cash Held in Trust Account

At June 30, 2023 and December 31, 2022, the assets held in the Trust Account were held in money market funds which invest in U.S. Treasury securities.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. At June 30, 2023 and December 31, 2022, the Company has not experienced losses on these accounts.

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BERENSON ACQUISITION CORP. I

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 2—Significant Accounting Policies - Continued

Financial

Instru

ments

The fair value of the Company’s 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 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 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.

Derivative Liabilities

The Company evaluated the warrants and Private Placement Warrants (collectively, the “Warrant Securities”) in accordance with ASC

815-40,

“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

815-40,

the Warrant Securities are recorded as derivative liabilities on the accompanying balance sheet and measured at fair value at inception (the 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 accompanying statement of operations in the period of change.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its shares of common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC

480-10-S99,

redemption provisions not solely within the Company’s control require common stock subject to 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 “Distinguishing Liabilities from Equity.”

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BERENSON ACQUISITION CORP. I

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 2—Significant Accounting Policies - Continued

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 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 common stock are affected by charges against additional

paid-in

capital and accumulated deficit.

On March 10, 2023, 2,980,000 Class B common stock were converted into 2,980,000 shares of Class A common stock on a

one-for-one

basis, in accordance with the charter of the Company. The converted shares were recorded at the fair value of the Class A common stock on March 10, 2023, or $10.15 per share, totaling $30,247,000. The converted shares have no redemption rights like the Public Shares and are shown separately from the Class A common stock shares subject to redemption in the condensed balance sheet as of June 30, 2023.

On March 28, 2023 in connection with the Extension, stockholders holding 24,899,629 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. Following these redemptions, the Company had 2,610,371 shares of Class A common stock subject to possible redemption outstanding as of June 30, 2023.

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. The Company recorded an aggregate deferred tax asset and corresponding valuation allowance of $841,680 and $570,180 as of June 30, 2023 and December 31, 2022, respectively.

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 no unrecognized tax benefits as of June 30, 2023 and December 31, 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as general and administrative expenses. The Company included $21,065 in accrued expenses and general and administrative expenses related to underpayment estimated tax penalty as of December 31, 2022. No amounts were accrued for the payment of interest and penalties as of June 30, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is subject to income tax examinations by major taxing authorities since inception.

Net income per Share of Common Stock

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 income per share. The contractual formula utilized to calculate the redemption amount approximates fair value. The Class feature to redeem at fair value means that there is effectively only one class of common stock. Changes in fair value are not considered a dividend of the purposes of the numerator in the earnings per share calculation. Net income per share is computed by dividing the pro rata net income between the Class A common stock and the Class B common stock by the weighted average number of common stock outstanding for each period. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the Initial Public Offering since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be

anti-dilutive.

The warrants are exercisable for 21,257,000 shares of Class A common stock in the aggregate.

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BERENSON ACQUISITION CORP. I

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS


	Three Months Ended June 30, 2023			Three Months Ended June 30, 2022
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock
Net (loss) income allocable to Class A Common Stock subject to possible redemption	$	(30,132	)	$	2,134,122
Denominator: Weighted Average Class A Common Stock
Basic and diluted weighted average shares outstanding		2,610,371			27,510,000

Basic and diluted net (loss) income per share	$	(0.01	)		0.08

Non redeemable Common Stock
Numerator: Net (loss) income minus Net Earnings
Net (loss) income allocable to Class B Common Stock	$	(79,387	)		533,531
Denominator: Weighted Average Class B Common Stock
Basic and diluted weighted average shares outstanding		6,877,500			6,877,500

Basic and diluted net (loss) income per share	$	(0.01	)		0.08

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BERENSON ACQUISITION CORP. I

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS


	Six Months Ended June 30, 2023		Six Months Ended June 30, 2022
Redeemable 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	$	1,590,139	$	5,438,573
Denominator: Weighted Average Class A Common Stock
Basic and diluted weighted average shares outstanding		14,921,854		27,510,000

Basic and diluted net income per share	$	0.11		0.20

Non redeemable Common Stock
Numerator: Net income minus Net Earnings
Net loss allocable to Class B Common Stock	$	732,897		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	$	0.11		0.20

Stock-Based Compensation Expense

The Company accounts for stock-based compensation expense in accordance with ASC Topic 718, “Compensation – Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. The fair value of equity awards has been estimated using a market approach. Forfeitures are recognized as incurred.

Table of Contents

BERENSON ACQUISITION CORP. I

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 2—Sig

nif

icant Accounting Policies - Continued

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 June 30, 2023 and December 31, 2022, the Company determined that a Business Combination is not considered probable, and, therefore, 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—Public Offering

Pursuant to the Initial Public Offering, the Company sold 27,510,000 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 warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share. Only whole warrants may be exercised and no fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The warrants will become exercisable on the later of 30 days after the completion of the Business Combination and 12 months from the 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 closing of the Initial Public Offering, the warrants will expire. If the Company is unable to deliver registered shares of Class A common stock to the holder upon exercise of warrants issued in connection with the 27,510,000 Units during the exercise period, the warrants will expire worthless, except to the extent that they may be exercised on a cashless basis in the circumstances described in the agreement governing the warrants.

Once the warrants become exercisable, the Company may redeem the outstanding warrants in whole, but not in part, at a price of $0.01 per warrants upon not less than 30 days’ prior written notice of redemption, and only in the event that the last sale price of the Company’s Public Shares equals or exceeds $18.00 per share for any 20 trading days within the

30-trading

day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrants holders. Additionally, 90 days after the warrants become exercisable, the Company may redeem the outstanding warrants in whole, but not in part, at a price of $0.10 per warrant provided that holders will be able to exercise their warrants prior to redemption and receive shares of Class A common stock at a price based on the redemption date and “fair market value” of the Company’s Class A common stock upon a minimum of 30 days’ prior written notice of redemption, and only in the event that the last sale price of the Company’s Class A common stock equals or exceeds $10.00 per share on the trade date prior to the date on which the Company sends the notice of redemption to the warrant holders. The “fair market value” of the Company’s Class A common stock shall mean the average reported last sale price of the Company’s Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the warrant holders. The Company has agreed to use its commercially reasonable efforts to file a registration statement with the SEC for the Class A common stock issuable upon exercise of the warrants under the Securities Act as soon as practicable, but in no event later than 20 business days following the completion of a Business Combination.

Eleven qualified institutional buyers or institutional accredited investors which are not affiliated with the Company, the Sponsor, the Company’s directors, or any member of the Company’s management (the “anchor investors”), have each purchased Units in the Initial Public Offering at varying amounts not exceeding 9.9% of the units sold in the Initial Public Offering.

Table of Contents

BERENSON ACQUISITION CORP. I

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 4—Related Party Transactions

Founder Shares

On June 25, 2021, the Sponsor purchased an aggregate of 7,187,500 Class B shares of common stock (“Founder Shares”) for an aggregate purchase price of $25,000. In September 2021, the Sponsor transferred an aggregate of 25,000 Founder Shares (for a total of 125,000 shares) to each of its independent directors and special advisor at 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 which are not affiliated with the Company, the anchor investors at their original purchase price. Following the expiration of the underwriter’s over-allotment option, on November 12, 2021 the Sponsor forfeited 310,000 Founder Shares.

On March 10, 2023, 2,980,000 Founder Shares were converted from Class B

of common stock into 2,980,000 shares of Class A common stock on a

one-for-one

basis, in accordance with the charter of the Company. At June 30, 2023 and December 31, 2022, there were 3,897,500 and 6,877,500 Class B shares of common stock issued and outstanding, respectively.

With certain limited exceptions, the Founder Shares are not transferable, assignable or salable by the initial stockholders until the earlier of (i) one year after the completion of an initial Business Combination and (ii) subsequent to the initial Business Combination, (a) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any

30-trading

day period commencing at least 150 days after the initial Business Combination, or (b) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of its public stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property.

In connection with each anchor investor purchasing 100% of the Units allocated to it in the Initial Public Offering, the Sponsor sold an aggregate of 1,872,159 Founder Shares to the anchor investors at their original purchase price. The Company estimated the excess aggregate fair value over the amount paid by the anchor investors of the Founder Shares attributable to the anchor investors to be $13,610,087 or $7.274 per share. The estimated fair value was determined using the Company stock price 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.

Table of Contents

BERENSON ACQUISITION CORP. I

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 4—Related Party Transactions - Continued

Since a portion of the Initial Public Offering consisted of warrants that are accounted for as liabilities, a portion of the excess of fair value was expensed to the statement of operations.

Private Placement Warrants

Simultaneously with the consummation of the Initial Public Offering and the partial exercise by the underwriters of their over-allotment option, the Sponsor purchased from the Company 7,502,000 Private Placement Warrants at a price of $1.00 per warrant, or approximately $7,502,000, in a private placement. Each Private Placement Warrant entitles the holder to purchase one 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 warrants issued as part of the Units in the Initial Public Offering. The Sponsor, or its permitted transferees, will have the option to exercise the Private Placement Warrants on a cashless basis. In addition, the Private Placement Warrants (and the shares of Class A common stock issuable upon exercise of such Private Placement Warrants) will, subject to certain limited exceptions, be subject to transfer restrictions until 30 days after the completion of a Business Combination.

If the Company does not complete a Business Combination by September 30, 2023, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Company’s Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

Related Party Loans

In addition, in order to fund working capital deficiencies

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, loan the Company Working Capital Loans. Upon the consummation of a Business Combination the Working Capital Loans may be repaid out of the proceeds of the Trust Account released to the Company or, at the lender’s discretion, up to $1,500,000 of the loan balance may be converted into warrants with terms identical to the Private Placement Warrants at a price of $1.00 per warrant. If a Business Combination does not close the Working Capital Loans could only be repaid with funds held outside the Trust Account. As of June 30, 2023 and December 31, 2022, there were no amounts outstanding under any Working Capital Loans.

Administrative Services Agreement

The Company entered into an agreement with the Sponsor pursuant to which, commencing on September 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. For the three and six months ended June 30, 2023, the Company incurred $30,000 and $60,000, respectively for these services, which is included in accrued expenses in the accompanying balance sheet and general and administrative expenses in the accompanying statements of operations.

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BERENSON ACQUISITION CORP. I

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 5—Stockholders’ Deficit

Class A Common Stock—The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. On March 10, 2023, 2,980,000 shares of Class B common stock were converted into 2,980,000 shares of Class A common stock on a

one-for-one

basis, in accordance with the charter of the Company. The converted shares were recorded at the fair value of the Class A common stock on March 10, 2023, or $10.15 per share, totaling $30,247,000. The Company recorded the 2,980,000 shares at par value of $0.0001, totaling $298 as Class A common stock, with the remaining $30,246,702 recorded as additional

paid-in

capital.

On March 28, 2023 in connection with the Extension, stockholders holding 24,899,629 shares of Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account.

At June 30, 2023 and December 31, 2022, there were 5,590,371 and 27,510,000 shares of Class A common stock issued and outstanding, respectively. As of June 30, 2023, 2,610,371 shares of Class A common stock were subject to possible redemption and were classified at their redemption value outside of stockholders’ deficit on the balance sheet. The other 2,980,000 shares of Class A common stock are

non-redeemable

shares and are included in stockholders’ deficit as of June 30, 2023. As of December 31, 2022, all 27,510,000 shares of Class A common stock were subject to possible redemption.

Class B Common Stock—The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. On March 10, 2023, 2,980,000 shares of Class B common stock were converted into 2,980,000 shares of Class A common stock on a

one-for-one

basis, in accordance with the charter of the Company. At June 30, 2023 and December 31, 2022, there were 3,897,500 and 6,877,500 shares of Class B common stock issued and outstanding, respectively.

Prior to a Business Combination, only holders of the Class B common stock have the right to vote on the election of directors and holders of a majority of the outstanding shares of our Class B common stock may remove members of the Company’s board of directors for 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 earlier 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, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the 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 June 30, 2023 and December 31, 2022. The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses are estimated to approximate the carrying values as of June 30, 2023 and December 31, 2022 due to the short maturities of such instruments.

Table of Contents

BERENSON ACQUISITION CORP. I

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 6—Fair Value Measurements - Continued


	As of June 30, 2023

	Level 1		Level 2		Level 3		Total
Assets:
U.S. Treasury Securities held in Trust Account	$	27,081,496	$	—	$	—	$	27,081,496

	$	27,081,496	$	—	$	—	$	27,081,496


			As of December 31, 2022

	Level 1		Level 2		Level 3		Total
Assets:
U.S. Treasury Securities held in Trust Account	$	278,782,399	$	—	$	—	$	278,782,399

	$	278,782,399	$	—	$	—	$	278,782,399

The

following table presents information about the Company’s derivative liabilities that are measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.


	As of June 30, 2023
	Level 1		Level 2		Level 3		Total
Liabilities:
Public Warrants	$	137,550	$	—	$	—	$	137,550
Private Placement Warrants		—		75,020		—		75,020

Total	$	137,550	$	75,020	$	—	$	212,570


	As of December 31, 2022
	Level 1		Level 2		Level 3		Total
Liabilities:
Public Warrants	$	502,058	$	—	$	—	$	502,058
Private Placement Warrants		—		—		348,843		348,843
Total	$	502,058	$	—	$	348,843	$	850,901

The valuation methodology used in the determination of the fair value of financial instruments for which Level 3 inputs were used at December 31, 2022 was a modified Black-Scholes valuation model using inputs such as exercise price, stock price, volatility, term, risk-free rate and dividend yield. The valuation methodology used at June 30, 2023 was used 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, 2023 and December 31, 2022.


Warrant liabilities at December 31, 2021	$	3,675,980
Change in fair value of warrant liabilities		(3,327,137	)

Private Placement Warrant liabilities at December 31, 2022	$	348,843
Transfer of Private Placement Warrant liabilities from Level 3 to Level 2		(22,506	)
Change in fair value of warrant liabilities		(326,337	)

Private Placement Warrant liabilities at March 31, 2023	$	—

Table of Contents

BERENSON ACQUISITION CORP. I

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 7—Commitments

Registration Rights

The holders of the Founder Shares, Private Placement Warrants and 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 register such securities for resale (in the case of the founder shares, only after conversion to our Class A common stock). The holders of these securities are entitled to make up to three 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

periods. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriters Agreement

The underwriters of the Initial Public Offering are entitled to a deferred underwriting commission of $9,628,500. Subject to the terms of the underwriting agreement of the Initial Public Offering, (i) the deferred underwriting commission will be 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.

Non-Redemption

Agreement

On March 20, 2023 the Company and the Sponsor entered into a

non-redemption

agreement

(“Non-Redemption

Agreement”) with one or more unaffiliated third party or parties in exchange for such third party or third parties agreeing not to redeem an aggregate of 1,959,269 shares of Class A common stock, par value $0.0001 per share, of the Company sold in its initial public offering

(“Non-Redeemed

Shares”) at special meeting with stockholders on March 28, 2023 regarding the Extension. In exchange for the foregoing commitments not to redeem such shares, the Sponsor has agreed to transfer to such third party or third parties an aggregate of 489,819 shares of the Company’s Class A common stock held by the Sponsor immediately following consummation of an initial business combination.

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, 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 year ended December 31, 2022 filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 27, 2023. 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 (a “Business Combination”). We may pursue an initial Business Combination target in any industry or geographical location.

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 our sponsor, Berenson SPAC Holdings I, LLC, a Delaware limited liability company, (“Sponsor”). We intend to effectuate our initial Business Combination using cash from the proceeds of our Initial Public Offering and Private Placement, our capital stock, debt or a combination of cash, stock and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete our initial Business Combination will be successful.

Transfer of Listing

On March 1, 2023, we received approval to transfer the listing of our Class A common stock from the New York Stock Exchange (“NYSE”) to the NYSE American and on March 13, 2023, our Class A common stock began trading on the NYSE American under the symbol “BACA.” Following the notice of delisting and suspension of trading of our warrants by the NYSE, effective February 3, 2023, our warrants are trading on the OTC Market under the symbol “BACA WS.” In addition, in connection with the transfer, effective March 13, 2023, any remaining units were mandatorily separated into its component parts and the units are no longer traded on the NYSE.

Conversion of Class B Ordinary Shares

On March 10, 2023, 2,980,000 shares of Class B shares common stock held by our Sponsor were converted into 2,980,000 shares of Class A common stock on a one-for-one basis.

Extension

On March 21, 2023, we filed with the SEC a Current Report on Form 8-K relating to the entry into a non-redemption agreement (the “Non-Redemption Agreement”) with the Sponsor, one or more unaffiliated third party or parties in exchange for such third party or third parties agreeing not to redeem an aggregate of 1,959,269 shares of our Class A common stock, sold in our Initial Public Offering (the “Non-Redeemed Shares”) at the special meeting of stockholders (the “Meeting”). In exchange for the foregoing commitments not to redeem such shares, our Sponsor has agreed to transfer to such third party or third parties an aggregate of 489,819 shares of our Class A common stock held by the Sponsor immediately following consummation of an initial Business Combination if they continue to hold such Non-Redeemed Shares through the Meeting.

On March 28, 2023, at the Meeting, the stockholders approved the following items: (i) a proposal to amend the Company’s amended and restated certificate of incorporation (the “Charter”) to extend the date by which the Company has to consummate a Business Combination (the “Extension”) from March 30, 2023 to September 30, 2023 or such earlier date as determined by the Company’s board of directors (such date, the “Extended Date,” and such proposal, the “Charter Amendment Proposal”) and (ii) an amendment to the trust agreement to change the date on which the trustee thereunder must commence the liquidation of the trust account (the “Trust Account”) to be consistent with the amendment to the Charter contemplated by the Charter Amendment Proposal.

In connection with the votes to approve the Extension, the holders of 24,899,629 shares of Class A common stock of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.18 per share, for an aggregate redemption amount of approximately $253.4 million, leaving approximately $26.6 million in the Trust Account. Following the redemption and as of August 9, 2023 there are 5,590,371 shares of Class A common stock issued and outstanding and 3,897,500 shares of Class B common stock, par value $0.0001 per share, issued and outstanding.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from inception through June 30, 2023 were organizational activities and those necessary to prepare for our Initial Public Offering, and since our Initial Public Offering, our activity has been limited to identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our initial Business Combination. We generate non-operating income in the form of interest income on marketable securities held in 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. 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 six months ended June 30, 2023, we had net (loss) income of $(109,519) and $2,323,036, respectively, which consisted of operating costs of $222,166 and $898,528, respectively, interest income of $318,668 and $3,244,397, respectively, and change in fair value of derivative warrant liabilities of $(148,799) and $638,331, 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 by the Sponsor and loans from the Sponsor.

On September 30, 2021, we consummated our Initial Public Offering of 25,000,000 units, at $10.00 per unit, generating gross proceeds of $250,000,000. Simultaneously with the consummation of our Initial Public Offering, we consummated the Private Placement of an aggregate of 7,000,000 private placement warrants to the Sponsor at a price of $1.00 per private placement warrants, generating gross proceeds of $7,000,000.

Following our Initial Public Offering (including the partial exercise of the over-allotment option), and Private Placement, a total of $275,100,000 was placed in the Trust Account. We incurred $15,636,971 in transaction costs, including $5,502,00 of underwriting commissions, $9,628,500 of deferred underwriting commissions and $506,471 of other costs.

For the six months ended June 30, 2023, cash used in operating activities was $1,668,740. Net income of $2,323,036 was affected by interest income from the trust of $3,239,657 and change in fair value of derivative warrant liabilities of $638,331 and changes in operating assets and liabilities, which used $113,788 of cash from operating activities.

For the six months ended June 30, 2022, cash used in operating activities was $480,424. Net income of $6,798,216 was affected by interest income on trust of $397,667 and changes in fair value of warrant liability of $7,302,400. Changes in operating assets and liabilities provided $421,427 of cash for operating activities.

As of June 30, 2023, we had cash and marketable securities held in the Trust Account of $27,081,496. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting commissions and income taxes payable), to complete our initial Business Combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of June 30, 2023, we had cash held outside of the Trust Account of $168,156. 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 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 our officers and directors will loan us funds as may be required (“Working Capital Loans”). If we complete our Business Combination, we expect to repay any Working Capital Loans out of the proceeds of the Trust Account released to us. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. Up to $1,500,000 of Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant 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 have not been determined and no written agreements exist with respect to such Working Capital Loans. As of June 30, 2023, there were no amounts outstanding under any Working Capital Loans.

We do not believe we will need to raise additional funds 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. Moreover, we may need to obtain additional financing either to complete our initial Business Combination or because we become obligated to redeem a significant number of our public shares upon consummation of our initial Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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 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 to 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 the support from its Sponsor, provides sufficient capital to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of those financial statements and therefore substantial doubt has been alleviated.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of June 30, 2023.

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, secretarial and administrative support. We began incurring these fees on September 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 underwriting commission of $0.35 per unit, or $9,628,500 in the aggregate. Subject to the terms of the underwriting agreement, (i) the deferred underwriting 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 underwriting 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

We apply the two-class method in calculating net income per share of common stock. The contractual formula utilized to calculate the redemption amount approximates fair value. The class feature to redeem at fair value means that there is effectively only one class of stock. Changes in fair value are not considered a dividend for the purposes of the numerator in the earnings per share calculation. Net income per share of common stock is computed by dividing the pro rata net income 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 income per share of common stock does not consider the effect of the warrants and rights issued in connection with our Initial Public Offering since the exercise of the warrants and rights are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable for 21,257,000 shares of Class A common stock in the aggregate.

Common Stock Subject to Possible Redemption

We account for our shares of common stock subject to possible redemption in accordance with ASC 480. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within our control require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480.

All of our shares of Class A common stock sold as part of the units in our Initial Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with our liquidation if there is a stockholder vote or tender offer in connection with a Business Combination and in connection with certain amendments to our amended and restated certificate of incorporation. We recognize changes in redemption value immediately as they occur and adjust the carrying value of redeemable shares of common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares of common stock are affected by charges against additional paid-in capital and accumulated deficit.

Public Warrants and Private Placement Warrants

We account for the public warrants and the private placement warrants in accordance with ASC Topic 815—40, Derivatives and Hedging, Contracts in Entity’s Own Equity, under which the warrants do not meet the criteria for equity classification and must be recorded as liabilities. As the warrants meet the definition of a derivative as contemplated in ASC 815, the warrants are measured at fair value at inception and at each reporting date in accordance with ASC 820, “Fair Value Measurement,” with changes in fair value recognized in the statements of operations in the period of change. As of June 30, 2023 the private placement warrants were no longer Level 3 inputs, since a quoted price for a similar instrument was used. As of December 31, 2022, the estimated fair value of the public warrants was determined by their public trading price and the estimated fair value of the private placement warrants was determined using a modified Black-Scholes valuation model using Level 3 inputs such as exercise price, stock price, volatility, term, risk-free rate and dividend yield.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Item 4.

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial and accounting officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the fiscal quarter ended June 30, 2023. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this Quarterly Report, our disclosure controls and procedures were effective at a reasonable assurance level and, accordingly, provided reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fiscal quarter ended on June 30, 2023 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.

PART II—OTHER INFORMATION

Item 1.

Legal Proceedings.

None.

Item 1A.

Risk Factors.

Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 27, 2023 (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 Annual Report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On June 25, 2021, we issued 7,187,500 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. On September 15, 2021, the Sponsor transferred an aggregate of 25,000 Founder Shares to each of our independent directors and our special advisor (for a total of 125,000 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. 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, accordingly 6,877,500 Founder Shares remain outstanding.

As previously reported on a Current Report on Form 8-K, on September 30, 2021, simultaneously with the consummation of the Initial Public Offering, we consummated the Private Placement of an aggregate of 7,000,000 warrants to the Sponsor at a price of $1.00 per 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 partial exercise of the over-allotment option by the underwriters, the Sponsor purchased an additional 502,000 private placement warrants at $1.00 per private placement warrant, generating additional gross proceeds of $502,000. A total of $25,100,000 of the net proceeds from the sale of such additional units and additional private placement warrants was deposited in the 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 such Trust Account to $275,100,000.

The foregoing issuances of Founder Shares and private placement warrants were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were paid with respect to such issuances.

For a description of the use of the proceeds generated in the Initial Public Offering, see Part I, Item 2 of this Quarterly Report.

Item 3.

Defaults Upon Senior Securities.

None.

Item 4.

Mine Safety Disclosures.

Not Applicable.

Item 5.

Other Information.

None.

Item 6.

Exhibits.

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.


Exhibit No.		Description

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

3.2		Bylaws⁽²⁾

10.1		Amendment to the Investment Management Trust Agreement, dated March 28, 2023, by and between Berenson Acquisition Corp. I and Continental Stock Transfer & Trust Company⁽³⁾

10.2		Form of Non-Redemption Agreement⁽⁴⁾

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 the Registrant’s Current Report on Form 8-K filed with the SEC on March 30, 2023 and incorporated by reference herein.

(2)	Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1 filed with the SEC on September 10, 2021 and incorporated by reference herein.

(3)	Previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on March 30, 2023 and incorporated by reference herein.

(4)	Previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on March 21, 2023 and incorporated by reference herein.

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: August 9, 2023	By:	/s/ Mohammed Ansari
	Name:	Mohammed Ansari
	Title:	Chief Executive Officer

Date: August 9, 2023	By:	/s/ Amir Hegazy
	Name:	Amir Hegazy
	Title:	Chief Financial Officer

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