false 0001869673 0001869673 2024-09-17 2024-09-17

 

 

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, 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

  

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 1.01.

Entry into a Material Definitive Agreement.

The information set forth in Item 1.02 below is hereby incorporated by reference into this Item 1.01.

 

Item 1.02.

Termination of a Material Definitive Agreement

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

Termination of Business Combination Agreement

On September 17, 2024, the Company and Custom Health entered into a Termination Agreement (the “Termination Agreement”) pursuant to which the Business Combination Agreement was terminated pursuant to Section 9.01(a) of the Business Combination Agreement, effective as of September 17, 2024. The effect of the termination of the Business Combination Agreement is as set forth in Section 9.02 of the Business Combination Agreement.

As a result of the termination of the Business Combination Agreement, the Business 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. 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

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.

Dated: September 20, 2024

 

Berenson Acquisition Corp. I
By:  

/s/ Alessandro Masolo

  Chief Financial Officer
v3.24.3
Document and Entity Information
Sep. 17, 2024
Cover [Abstract]  
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Entity Central Index Key 0001869673
Document Type 8-K
Document Period End Date Sep. 17, 2024
Entity Registrant Name Berenson Acquisition Corp. I
Entity Incorporation State Country Code DE
Entity File Number 001-40843
Entity Tax Identification Number 87-1070217
Entity Address, Address Line One 667 Madison Avenue
Entity Address, Address Line Two 18th Floor
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10065
City Area Code (212)
Local Phone Number 935-7676
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Class A Common Stock, par value $0.0001 per share
Trading Symbol BACA
Security Exchange Name NYSEAMER
Entity Emerging Growth Company true
Entity Ex Transition Period false
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