UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 17 25, 2024

Berenson Acquisition Corp. I

(Exact name of registrant as specified in its charter)

Delaware

001-40843

87-1070217

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)


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

(212) 935-7676

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		~~TradingSymbol~~Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share		BACA		The NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 18.01. ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

~~The~~Dissolution ~~information~~and ~~set~~Liquidation ~~forth~~of inthe ~~Item~~Company ~~1.02 below is hereby incorporated by reference into this Item 1.01.~~

~~Item~~The ~~1.02.~~Company’s ~~Termination~~existing certificate of aincorporation ~~Material~~dated ~~Definitive~~as ~~Agreement~~of September 27, 2021, as amended on March 28, 2023 by that certain First Amendment to the Amended and Restated Certificate of Incorporation, as further amended on September 28, 2023 by that certain Second Amendment to the Amended and Restated Certificate of Incorporation (collectively, the “Charter”) requires the Company to complete its initial business combination by September 30, 2024. The Company will not complete the initial business combination by September 30, 2024; therefore, the Charter requires the Company to, and the Company will:

~~As previously disclosed, on December 22, 2023, Berenson Acquisition Corp. I, a Delaware corporation~~ (~~the “Company”~~i) ~~entered~~cease ~~into~~all aoperations ~~business~~except ~~combination~~for ~~agreement~~the ~~with~~purpose ~~Custom Health, Inc., a Delaware corporation (“Custom Health”), and Continental Merger Sub Inc., a Delaware corporation and wholly-owned direct subsidiary~~ of ~~the~~winding ~~Company (“Merger Sub”) (as may be amended and/or restated from time to time~~up, ~~the “Business Combination Agreement”). Any capitalized terms used herein but not defined have the meanings ascribed to them in the Business Combination Agreement.~~

~~Termination~~(ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of ~~Business~~the ~~Combination~~Offering ~~Agreement~~Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable, and less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding Offering Shares, which redemption will completely extinguish rights of the Public Stockholders (including the right to receive further liquidating distributions, if any), and

On(iii) ~~September 17,~~as ~~2024,~~promptly ~~the~~as ~~Company~~reasonably ~~and~~possible ~~Custom~~following ~~Health~~such ~~entered~~redemption, ~~into~~subject ato ~~Termination Agreement (~~the ~~“Termination~~approval ~~Agreement”)~~of ~~pursuant to which~~ the ~~Business~~remaining ~~Combination~~stockholders ~~Agreement~~and ~~was~~the ~~terminated~~Board ~~pursuant~~in toaccordance ~~Section 9.01(a)~~with ofapplicable ~~the Business Combination Agreement~~law, ~~effective~~dissolve asand ~~of September 17~~liquidate, ~~2024.~~subject ~~The~~in ~~effect~~each ofcase to the ~~termination~~Corporation’s ofobligations under the ~~Business~~DGCL ~~Combination~~to ~~Agreement~~provide isfor asclaims ~~set~~of ~~forth~~creditors inand ~~Section 9.02~~other requirements of ~~the~~applicable ~~Business Combination Agreement~~law.

AsAll aterms ~~result~~above ofnot ~~the~~defined ~~termination~~herein ofshall ~~the~~have ~~Business Combination Agreement,~~ the ~~Business~~meaning ~~Combination Agreement is void and there is no liability~~ under the ~~Business Combination Agreement on the part of any party thereto, except as set forth in the Termination Agreement~~Charter. In accordance with Section 1(b) of the Termination Agreement, as promptly as practicable after September 30, 2024 (and in any case within 3 business days of such date), Custom Health is required to pay back to the Company an aggregate amount of $37,500, representing a portion of the advances provided by the Company to Custom Health in connection with the Transactions and the Business Combination Agreement, in cash by wire transfer of immediately available funds to an account designated in writing by the Company.

~~SIGNATURES~~The per-share redemption price for the class A common stock of the Company is expected to be approximately $10.69 (the “Redemption Amount”), which will be further adjusted, as described below. In accordance with the terms of the related trust agreement, the Company expects to retain $100,000 of the interest and dividend income from the Company’s trust account to pay dissolution expenses. The Company expects that the balance of the Company’s trust account, including any interest income to be earned on the trust account and reduction for the dissolution expenses and tax payment, at liquidation will be approximately $11,389,831.

~~Pursuant~~The tonumber ~~the requirements~~ of ~~the~~remaining ~~Securities~~public ~~Exchange~~shares ~~Act~~ of ~~1934,~~ the ~~Registrant~~Company ~~has~~as ~~duly~~of ~~caused~~August 31, ~~this~~2024 ~~report~~was ~~to be signed on its behalf by the undersigned hereunto duly authorized~~1,065,468.

~~Dated:~~Beneficial ~~September 20~~owners of the Company’s public shares held in “street name,” ~~2024~~however, will not need to take any action in order to receive the Redemption Amount. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.

~~Berenson~~After ~~Acquisition~~September 30, ~~Corp~~2024, the Company shall cease all operations except for those required to wind up its business. IThe ~~By:~~liquidation ~~/s/~~of ~~Alessandro~~the ~~Masolo~~Trust ~~Chief~~Account ~~Financial~~is ~~Officer~~expected to occur on October 16th, 2024.

The last day that the Company’s securities will trade on the NYSE American will be September 27, 2024.

On September 25, the Company issued a press release announcing its liquidation and redemption described in this Item 8.01. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements.” Any statements contained in this Current Report on Form 8-K that do not describe historical facts may constitute forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “if,” “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These forward-looking statements are based on information currently available to the Company’s management as well as estimates and assumptions made by its management and are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, which may cause the Company’s or its industry’s actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements. These forward-looking statements are made as of the date of this Current Report on Form 8-K, and the Company does not undertake an obligation to update these forward-looking statements after such date.

Item 9.01.

Exhibits.


Exhibit Number		Description of Exhibit

99.1		Press Release dated September 25, 2024.

104		Cover Page Interactive Data File (embedded with the Inline XRBL document).

SIGNATURE

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 hereunto duly authorized.


BERENSON ACQUISITION CORP. I

By:		/s/ Alessandro Masolo
Name:		Alessandro Masolo
Title:		Chief Financial Officer

Date: September 25, 2024

Filing Compare · Berenson Acquisition Corp. I