BACKGROUND
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, which we refer to as an initial business combination.
On September 30, 2021, we consummated the IPO of 25,000,000 units, with each unit consisting of one share of Class A common stock
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. Simultaneously with the consummation of the IPO, we consummated the private placement of 7,000,000 private placement warrants to our sponsor at
a price of $1.00 per private placement warrant, generating total proceeds of $7,000,000. On October 22, 2021, the underwriters for the IPO 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, 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 $275,100,000 ($10.00 per
unit) of the net proceeds from the IPO and the private placement was placed in a trust account established for the benefit of the public stockholders, with Continental Stock Transfer & Trust Company acting as trustee. As of June 30,
2022, we had approximately $275.5 million in the trust account.
On June 25, 2021, we issued 7,187,500 founder shares to our sponsor
for an aggregate purchase price of $25,000, or approximately $0.004 per share. On September 15, 2021, our 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. to certain of our independent directors and special advisors at their original purchase price. Subsequently, September 30, 2021, our sponsor sold an aggregate of 1,872,159 founder
shares to our anchor investors at their original purchase price. Following the expiration of the underwriters over-allotment option, on November 12, 2021 our sponsor forfeited 310,000 founder shares, so that our initial stockholders
continue to own 20% of our issued and outstanding shares of common stock after our IPO, described below. The founder shares are automatically convertible into shares of Class A common stock concurrently with or immediately following the
consummation of our initial business combination on a one-for-one basis, subject to adjustment.
Our units began trading on September 28, 2021 on the NYSE under the symbol BACA.U. Commencing on November 18, 2021, the
Class A common stock and warrants comprising the units began separate trading on the NYSE under the symbols BACA and BACA WS, respectively. Those units not separated continue to trade on the NYSE under the symbol
BACA.U.
The mailing address of our principal executive office is Berenson Acquisition Corp. I, 667 Madison Avenue,
18th Floor, New York, NY 10065, and our telephone number is (212) 935-7676. Our corporate website is www.berensonacquisitioncorp.com. The contents of our corporate website are not incorporated into this proxy
statement and our reference to the URL of our corporate website is intended to be an inactive textual reference only.
You are not
being asked to vote on an initial business combination at this time. If the Extension is implemented and you do not make the Election to redeem all of your public shares in connection with the Extension, you will retain the right to vote on an
initial business combination when it is submitted to the public stockholders (provided that you are a stockholder on the record date for a meeting to consider such business combination) and the right to redeem your public shares for a pro
rata portion of the trust account in the event an initial business combination is approved and completed or we have not consummated an initial business combination by the Extended Date.
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