UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
The information disclosed in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01 to the extent required herein.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On September 26, 2023, Berenson Acquisition Corp. I (the “Company”) issued an unsecured promissory note (the “Note”) in the principal amount of up to $750,000 to Berenson SPAC Holdings I, LLC (the “Sponsor”), the Company’s sponsor, which may be drawn down from time to time prior to the Maturity Date (defined below) upon request by the Company. The Note does not bear interest and the principal balance will be payable on the date on which the Company consummates its initial business combination (such date, the “Maturity Date”). The Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable. The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. The foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03 to the extent required herein. As approved by its stockholders at the Meeting (defined below), on September 28, 2023, the Company filed with the Secretary of State of the State of Delaware a certificate of amendment to its amended and restated certificate of incorporation (the “Charter”) which became effective upon filing. A copy of the certificate of amendment to the Charter is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On September 27, 2023, the Company held a special meeting of stockholders (the “Meeting”). At the Meeting, the stockholders approved a proposal to amend the Company’s Charter to extend the date by which the Company has to consummate a business combination (the “Extension”) from September 30, 2023 to September 30, 2024 or such earlier date as determined by the Company’s board of directors (the “Charter Amendment Proposal”). The affirmative vote of at least 65% of the outstanding shares of the Company’s common stock was required to approve each of the Charter Amendment Proposal. The purpose of the Extension was to allow the Company more time to complete an initial business combination.
Set forth below are the final voting results for the Charter Amendment Proposal:
Charter Amendment Proposal
The Charter Amendment Proposal was approved. The voting results of the shares of the Company’s common stock were as follows:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 7,721,772 | 6,348 | 0 | 0 |
Item 8.01. Other Events.
In connection with the votes to approve the Extension, the holders of 1,544,903 shares of Class A common stock of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.40 per share, for an aggregate redemption amount of approximately $16.1 million, leaving approximately $11.1 million in the trust account. As of September 26, 2023, there are 1,065,468 shares of Class A common stock issued and outstanding and 3,897,500 shares of Class B common stock issued and outstanding.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 3.1 | Certificate of Second Amendment to the Amended and Restated Certificate of Incorporation of Berenson Acquisition Corp. I, dated September 27, 2023. | |
| 10.1 | Promissory Note, dated September 26, 2023, issued by Berenson Acquisition Corp. I to Berenson SPAC Holdings I, LLC. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL 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/ Amir Hegazy | |
| Name: Amir Hegazy Title: Chief Financial Officer | ||
Date: September 29, 2023