Item 8.01. Other Events.
As previously announced, Berenson Acquisition Corp. I (the "Company") has called
and provided a notice of a special meeting (the "Special Meeting") to be held on
December 13, 2022 at 11:30 a.m., Eastern Time, as a virtual meeting, to consider
and vote upon the matters described in the Company's definitive proxy statement
filed with the Securities and Exchange Commission on November 21, 2022 (as may
be amended, the "Proxy Statement").
The Company plans to continue to solicit proxies from stockholders during the
period prior to the Special Meeting. Only the holders of the Company's common
stock as of the close of business on November 17, 2022, the record date for the
Meeting, are entitled to vote at the Special Meeting.
The Company believes that (i) in order to be able to consummate an initial
business combination by the Extended Date (as defined in the Proxy Statement),
it will need at least $55.0 million to remain in the trust account after giving
effect to redemption elections in connection with the approval of the Charter
Amendment Proposal (such minimum, the "Minimum Trust Account Balance") and
(ii) if enough public stockholders elect to have the Company redeem their public
shares in connection with the approval of the Charter Amendment Proposal such
that the Company believes that the Minimum Trust Account Balance will not be
achieved after giving effect to such redemption elections, the Company intends
to not submit the Charter Amendment Proposal and the Trust Amendment Proposal to
a vote of the Company's stockholders at the Special Meeting. Notwithstanding
anything set forth herein, the Company may accept a Minimum Trust Balance less
than $55.0 million (but not less than $40.0 million) and decide to submit the
Charter Amendment Proposal and the Trust Amendment Proposal to a vote of the
Company's stockholders based on such lower amount at the Special Meeting in its
sole discretion.
Forward-Looking Statements
This Report includes forward-looking statements that involve risks and
uncertainties. Forward-looking statements are statements that are not historical
facts. Such forward-looking statements are subject to risks and uncertainties,
which could cause actual results to differ from the forward-looking statements.
These forward-looking statements and factors that may cause such differences
include, without limitation, uncertainties relating to the Company's stockholder
approval of the Charter Amendment Proposal, the Trust Amendment Proposal and the
other proposals described in the Proxy Statement, its inability to complete an
initial business combination within the required time period or, and other risks
and uncertainties indicated from time to time in filings with the SEC, including
the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2021 and subsequent Quarterly Reports for the quarters ended March 3, 2022 and
September 30, 2022 under the heading "Risk Factors" and other documents the
Company has filed, or to be filed, with the SEC. Readers are cautioned not to
place undue reliance upon any forward-looking statements, which speak only as of
the date made. The Company expressly disclaims any obligations or undertaking to
release publicly any updates or revisions to any forward-looking statements
contained herein to reflect any change in the Company's expectations with
respect thereto or any change in events, conditions or circumstances on which
any statement is based.
Participants in the Solicitation
The Company and its directors, executive officers, other members of management
and employees, under SEC rules, may be deemed to be participants in the
solicitation of proxies from the securityholders of the Company in favor of the
approval of the Charter Amendment Proposal, the Trust Amendment Proposal and the
other proposals described in the Proxy Statement. Investors and security holders
may obtain more detailed information regarding the names, affiliations and
interests of the Company's directors and officers in the definitive proxy
statement dated November 21, 2022, which may be obtained free of charge from the
sources indicated above.
No Offer or Solicitation
This Report shall not constitute a solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the Charter
Amendment Proposal and the Trust Amendment Proposal. This communication shall
also not constitute an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any states or
jurisdictions in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act or an
exemption therefrom.
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Additional Information and Where to Find It
The Company urges investors, stockholders and other interested persons to read
the Proxy Statement as well as other documents filed by the Company with the
SEC, because these documents will contain important information about the
Company and the Charter Amendment Proposal and the Trust Amendment Proposal.
Stockholders may obtain copies of the Proxy Statement, without charge, at the
SEC's website at www.sec.gov or by directing a request to: 667 Madison Avenue,
18th Floor, New York, New York 10065.
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BERENSON ACQUISITION CORP. I 
