Berenson Acquisition Corp. I - Quarter Report: 2022 March (Form 10-Q)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock, par value $0.0001 per share and one-half of one Warrant		BACA.U		The New York Stock Exchange
Class A Common Stock, par value $0.0001 per share		BACA		The New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50		BACA WS		The New York Stock Exchange

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
				Emerging growth company		☒

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PART I - FINANCIAL INFORMATION			1
Item 1. Condensed Financial Statements.			1
Condensed Balance Sheet as of March 31, 2022 (Unaudited) and December 31, 2021			1
Unaudited Condensed Statements of Operations for the three months ended March 31, 2022			2
Unaudited Condensed Statement of Changes in Redeemable Common Stock and Stockholders’ Deficit for the three months ended March 31, 2022			3
Unaudited Condensed Statement of Cash Flows for the three months ended March 31, 2022			4
Notes to the Unaudited Condensed Financial Statements			5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.			15
Item 3. Quantitative and Qualitative Disclosures About Market Risk.			18
Item 4. Controls and Procedures.			19
PART II - OTHER INFORMATION			20
Item 1. Legal Proceedings.			20
Item 1A. Risk Factors.			20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.			20
Item 3. Defaults Upon Senior Securities.			20
Item 4. Mine Safety Disclosures.			20
Item 5. Other Information.			21
Item 6. Exhibits.			21

		March 31, 2022 (Unaudited)				December 31, 2021
ASSETS
CURRENT ASSETS:
Cash		$	466,375			$	670,762
Prepaid expenses and other assets			532,004				413,338
Total current assets			998,379				1,084,100
Prepaid expenses and other assets, net of current portion			—				250,786
Cash held in Trust Account			275,127,580				275,105,128
TOTAL ASSETS		$	276,125,959			$	276,440,014
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Accounts payable		$	12,177			$	35,194
Accrued expenses			241,299				56,600
Franchise tax payable			50,000				117,310
Total current liabilities			303,476				209,104
Derivative warrant liabilities			5,739,390				10,278,380
Deferred underwriting fee payable			9,628,500				9,628,500
TOTAL LIABILITIES			15,671,366				20,115,984
Commitments and Contingencies
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 27,510,000 shares issued and outstanding, subject to possible redemption at $10.00 per share			275,100,000				275,100,000
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding			—				—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 6,877,500 shares issued and outstanding as of March 31, 2022 and December 31, 2021			688				688
Additional paid-in capital			—				—
Accumulated deficit			(14,646,095	)			(18,776,658	)
Total stockholders’ deficit			(14,645,407	)			(18,775,970	)
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT		$	276,125,959			$	276,440,014

		For the Three Months Ended March 31, 2022
General and administrative expenses		$	380,879
Franchise tax expenses			50,000
Loss from operations			430,879
Other income
Interest income			22,452
Change in fair value of derivative warrant liabilities			4,538,990
Total other income			4,561,442
Net income allocable to common stockholders		$	4,130,563
Weighted average shares outstanding, redeemable Class A common stock			27,510,000
Basic and diluted net income per share, redeemable Class A common stock		$	0.12
Weighted average shares outstanding, non-redeemable common stock			6,877,500
Basic and diluted net income per share, non-redeemable common stock		$	0.12

										Stockholders’ Equity (Deficit)
		Class A Common Stock subject to possible redemption								Class B Common Stock
		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	)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		$	4,130,563
Adjustments to reconcile net income to net cash used in operating activities:
Interest income			(22,452	)
Change in fair value of derivative warrant liabilities			(4,538,990	)
Changes in operating assets and liabilities:
Prepaid expenses and other assets			132,120
Accounts payable			(23,017	)
Accrued expense			184,699
Franchise tax payable			(67,310	)
Net cash used in operating activities			(204,387	)
NET DECREASE IN CASH			(204,387	)
CASH BEGINNING OF PERIOD			670,762
CASH END OF PERIOD		$	466,375

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References in this Quarterly Report on Form (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.

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 for the year ended December 31, 2021 filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2021. 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.

We have neither engaged in any operations nor generated any revenues to date. Our only activities from inception through March 31, 2022 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 income in the form of interest income on marketable securities held in the trust account (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.

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 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.

Management continues to evaluate the impact of pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on our financial position, results of its operations and/or our ability to consummate an initial business combination, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our ability to consummate an initial business combination may also be dependent on raising additional equity and debt financing, which may be impacted by the pandemic and resulting market volatility. The impact of the pandemic on our results of operations, financial position and cash flows will depend on future developments, including the continued duration and spread of the pandemic and related advisories and restrictions, which are highly uncertain and cannot be predicted.

We did not have any sheet arrangements as of March 31, 2022.

We apply the 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

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 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 capital and accumulated deficit.

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

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 and under the Exchange Act) as of the end of the fiscal quarter ended March 31, 2022. 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.

There was no change in our internal control over financial reporting (as defined in Rules and under the Exchange Act) that occurred during the fiscal quarter ended on March 31, 2022 covered by this Quarterly Report on Form that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

On June 25, 2021, we issued 7,187,500shares 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 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.

Item 5. Other Information.

None.

Item 6. Exhibits.

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

 

 

 

 

 

 

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