Berenson Acquisition Corp. I
BACA · NYSE
NO ACTION REQUIRED
Nothing left to do
The cash went back to shareholders and the company wound up. There is no deadline left to miss.
Cash at settlement
No cash-per-share figure was filed for this vehicle before it finished.
Last close
Daily close
No price history on file yet — daily closes accumulate from the market data feed.
Trust settled · There is no line to draw here. This vehicle has finished: the cash was paid back or spent closing the deal, so the last filed figure describes an account that no longer exists and would be a floor under nothing.
SpacBrain’s read
Trust settled
The trust was liquidated and paid back to holders pro rata — the floor was honoured and the SPAC has wound up, so there is nothing left to claim.
In plain terms
- What it is
- A SPAC from Berenson SPAC Holdings I, LLC, listed on NYSE in September 2021.
- What it's doing now
- It never completed a purchase. The company wound up and the cash in the account went back to shareholders — the ordinary ending when a SPAC runs out of time. No agreed deal for it is on file with us, so we cannot say whether one was ever announced and later fell through.
- What you should know
- This SPAC has finished. The cash was paid back to shareholders and the company wound up, so there is nothing left to claim — the money went where the charter said it would.
At a glance
- Where it stands
- Liquidated
- Deal
- none — it wound up and returned the cash instead
- Industry
- no filing we hold states a sector this SPAC restricted its search to
- Deal value
- no deal to value — it wound up instead
- Price vs cash at settlement
- no live price on file
- Cash in trust when it settled
- not yet extracted into a snapshot — the filings below may state it
- the last trust total filed while this was still a SPAC — the account has since been paid out or used to close the deal
- IPO
- 29 September 2021
- size not on file · 100.0% of each $10 unit into trust
- Headquarters
- 667 MADISON AVENUE, 18TH FLOOR, NEW YORK, NY, 10065
- registered in Delaware
- Lead underwriter
- not extracted from the prospectus yet
- Key officers
- Panton David (Director) · BERENSON JEFFREY L (Director) · FERENBACH CARL (Director)
- Listed securities
- BACA common
This vehicle has finished, so there is no window to file a cash-per-share figure for and none will follow. No estimate is shown in its place.
At the 27 September 2023 event.
Nothing dated is on file. That is an absence in the record, not a statement that nothing is coming.
Yield to redemption
Nothing left to redeem — no yield to compute.
This SPAC has finished — its trust was paid back or used to close the deal, so there is nothing left to redeem and no yield to compute. A yield to redemption is a claim that you can hand these shares back for the trust cash. That account is closed, so this page will not print a number here.
What happened to the cash
The reasoning behind the verdict above, in the order the filings establish it.
- The trust was liquidated and paid back to holders pro rata — the floor was honoured and the SPAC has wound up, so there is nothing left to claim.
What has happened, and what is coming
3 dated milestonesEvery dated step from the day it listed to the next date you may have to act on. Where you have to do something, the day your broker needs the instruction is marked too.
- 29 September 2021IPOpassed
IPO size not on file
redemption rate not stated in the filing
redemption rate not stated in the filing
Who has already taken their money back
2 filed eventsEach time shareholders were offered their cash back, some took it. Heavy cash-outs drain the account and shrink the number of shares left — whatever remains has to carry the deal.
Worst single event
—
no filing states a pre-event share count
Shares redeemed, all events
26.44M
across every filed redemption event
Every figure below is stated in the linked filing; nothing here is estimated.
- Sep 27, 2023Extensionno rate stated
Show the other 1 cash-out event
- Mar 28, 2023Extensionno rate stated
The score
deterministic, from filed fieldsBACA is not in the scored universe, so no score is shown. A withheld score is a fact about the record, not a verdict about the company.
The score is only published for names that carry both a price and a filed cash-per-share figure — 295 of the tracked fleet today. The rest keep an empty dial rather than a modelled one, and fill in by themselves as the fields land.
The company
from SEC filingsRead the full profile
Berenson Acquisition Corp. I was a blank-check company whose common stock traded on the New York Stock Exchange under the ticker BACA. The company priced its initial public offering on September 29, 2021, pursuant to a 424B prospectus, offering units consisting of one share of Class A Common Stock and one-half of a warrant, with $10.00 held in trust per unit and a 12-month deadline to complete a business combination. The company subsequently liquidated, returning the trust cash to shareholders, with the redemption of its Class A Common Stock established by Form 25 filed on October 16, 2024. The ticker BACA appears on the cover page of an 8-K filed on September 25, 2024.
Material findings
from the full read of every filingEvery document this company files gets read whole — body and exhibits. These are the ones the read flagged as material, newest first, each citing its filing.
Liquidation is confirmed eight days after the Custom Health deal was terminated. The company expects to retain $100,000 of trust interest and dividend income for dissolution expenses; warrants carry no redemption rights or liquidating distributions and will expire worthless. Trust liquidation is expected on October 16, 2024 and the last trading day on NYSE American is September 27, 2024.
The deal ends with no break fee, only a partial refund of advances, thirteen days before the charter deadline by which the company had to complete a business combination. The report is signed by the CFO appointed two months earlier.
The CFO who signed the company's May 29, 2024 non-reliance report on three restated 2023 quarters departs seven weeks later, and the successor is an executive of the sponsor-affiliated merchant bank rather than an independent hire. The filing states no compensatory arrangement for the appointment.
The CEO and CFO concluded disclosure controls and procedures were not effective for all three periods due to the material weakness. The company says it anticipates filing its FY2023 Form 10-K on or around May 30, 2024 and will include the restatement in the notes. Note the filing dates one of the affected period ends as 'March 30, 2023' in the controls paragraph while dating it March 31, 2023 elsewhere.
An Initial Cure Period of six months runs from the delinquency date, after which the NYSE MAY in its sole discretion allow up to a further six months; if it decides otherwise, suspension and delisting procedures commence under Section 1010. The report is explicit that the NYSE may grant no cure period at all, or truncate one already running, if the company is subject to delisting under any other Company Guide provision — and this company is already under a 300-public-stockholder deficiency from January 2024.
The deficiency arrives four weeks after the Custom Health business combination agreement was announced, and the company's stated remedy is the deal itself: it expects to have at least 300 public stockholders upon completion of an initial business combination. If NYSE Regulation accepts the plan the Class A stock is expected to remain listed through September 30, 2024 under quarterly monitoring; if it does not, the company will be subject to delisting procedures. Item 7.01 furnishes a January 25 press release on the same matter.
Show 7 more material filings
This is where the $185 million reported in the press becomes an actual contractual formula, and the detail changes its meaning: it is a pre-money company value struck at a fixed $10.00 per share, adjustable down for expense overruns and up for pre-closing pharmacy acquisitions, not a market valuation. With BACA's trust down to roughly $11.1 million after 95%-plus redemptions, sellers take almost all of the equity. Watch the S-4 for the pro forma ownership split, whether any minimum-cash condition exists, and whether the Pharmacy Acquisitions actually close.
A named target for this SPAC. The report furnishes the announcement only — it states no valuation, no exchange ratio, no minimum-cash condition, no PIPE and no expected closing date. BACA says it intends to file a Form S-4 containing a proxy statement/prospectus, so the economic terms are not yet public through this filing.
The deal announcement itself, and for a SPAC that had been searching since its September 2021 IPO this is the status change that stops the liquidation clock running unopposed. But note what the company chose to make legally accountable: the structure is in the 8-K, while every number — the $185 million valuation, the roughly $11.1 million trust, any additional financing — sits in a furnished exhibit or, worse, in a news article filed separately the same day. Watch for the registration statement, where those figures become disclosure.
Filing a journalist's article rather than the parties' own release means the key figures are sourced to an unnamed person and expressly uncommented-on by the companies — they are reporting, not disclosure. The arithmetic is the point: about $11.1 million of trust survives from a $275 million IPO after 95%-plus redemptions, so a $185 million target is being taken public with almost no SPAC cash, making the unspecified 'additional financing' the whole deal. Watch the S-4 for the real valuation, any PIPE, and a minimum-cash condition.
Holders of 1,544,903 Class A shares redeemed at approximately $10.40 per share, about $16.1 million, leaving approximately $11.1 million in the trust. After that, the filing states 1,065,468 Class A and 3,897,500 Class B shares are outstanding — the public class is now roughly a fifth of the founder class. The 655,715 shares covered by the September 21 non-redemption agreement are a large part of what stayed.
The company states plainly what the agreement is and is not for: it is NOT expected to increase the likelihood that the extension proposal is approved, only to increase the funds remaining in the trust after the meeting. Unusually for this tier, the report states no consideration — no forfeited sponsor shares, no shares to be issued to the holder — so what the non-redeeming parties receive is not readable from this document. September 30, 2024 is the proposed outer date, not one yet approved.
Redeeming at roughly $10.05 was worth four cents more than selling and carried settlement certainty the proxy warns the market may not offer. Six months of extension is sought with no deposit disclosed in the excerpt, so holders who stay fund the delay without compensation while the 6,877,500 founder shares retain their option value. Berenson ultimately liquidated, confirming the trust claim was the realizable return.
Filings
live EDGAR feedEverything this company has filed with the SEC recently, newest first, each with a plain summary of what changed and why it matters.
What changed: Item 8.01. Berenson Acquisition Corp. I states its charter requires it to complete an initial business combination by September 30, 2024, that it will not do so, and that it will therefore cease all operations except winding up, redeem 100% of the offering shares within ten business days, and then dissolve and liquidate subject to stockholder and board approval and Delaware law. The expected per-share redemption price is approximately $10.69, with an expected trust balance at liquidation of approximately $11,389,831 and 1,065,468 public shares outstanding as of August 31, 2024. Why it matters: Liquidation is confirmed eight days after the Custom Health deal was terminated. The company expects to retain $100,000 of trust interest and dividend income for dissolution expenses; warrants carry no redemption rights or liquidating distributions and will expire worthless. Trust liquidation is expected on October 16, 2024 and the last trading day on NYSE American is September 27, 2024.
What changed: Item 1.01 / 1.02. On September 17, 2024 Berenson Acquisition Corp. I and Custom Health, Inc. entered a Termination Agreement terminating, under Section 9.01(a) and effective that day, the business combination agreement they signed on December 22, 2023 with Continental Merger Sub Inc. The company states the agreement is void with no liability on any party except as set out in the Termination Agreement. Custom Health must repay the company $37,500, representing a portion of advances the company made in connection with the transactions, within three business days after September 30, 2024. Why it matters: The deal ends with no break fee, only a partial refund of advances, thirteen days before the charter deadline by which the company had to complete a business combination. The report is signed by the CFO appointed two months earlier.
What changed: Item 5.02. On July 16, 2024 Amir Hegazy resigned as Chief Financial Officer of Berenson Acquisition Corp. I, effective immediately, and the filing states the resignation was not based on any disagreement with the company on its operations, policies or practices. On July 17, 2024 the board appointed Alessandro R. Masolo, 31, to fill the vacancy, effective immediately. Mr. Masolo has been a Vice President of Berenson Holdings LLC since December 2022, an associate from December 2019 and an analyst since 2017, and has been a board observer of Collette Health since June 2021. Why it matters: The CFO who signed the company's May 29, 2024 non-reliance report on three restated 2023 quarters departs seven weeks later, and the successor is an executive of the sponsor-affiliated merchant bank rather than an independent hire. The filing states no compensatory arrangement for the appointment.
Show the other 10 filings
- What changed vs 2023-03-27deadline 2023-09-30 → 2024-09-30going concern APPEARED
combination deadline, going-concern doubt, redeemable shares +12 moved · 2 with no prior record of ours
- Combination deadline
- 2023-09-302024-09-30
- Going-concern doubt
- not statedstated
- Redeemable shares
- not previously extracted1.07M
- Trust account
- $278.8M · unchanged
SpacBrain reads this as 366 days later than the previous record.
The clause …“the completion of a Business Combination. If the Company does not complete a Business Combination by September 30, 2024, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the”…
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.” As of December 31, 2023, we had $115,435 of cash in our operating account and working”…
The clause …“the redemptions on March 28, 2023 and September 27, 2023, the Company had 1,065,468 shares of Class A common stock subject to possible redemption outstanding as of December 31, 2023. Income Taxes The Company follows the asset and”…
The clause …“31, 2022 Level 1 Level 2 Level 3 Total Assets: U.S. Treasury Securities held in Trust Account $ 278,782,399 $ — $ — $ 278,782,399 $ 278,782,399 $ — $ — $ 278,782,399 F-1 5 Table of Contents The following table presents information”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Item 4.02. On May 23, 2024 the audit committee of Berenson Acquisition Corp. I concluded, after discussion with management and Grant Thornton LLP, that its unaudited financial statements as of March 31, June 30 and September 30, 2023 (filed May 12, August 9 and November 9, 2023) should no longer be relied upon. The company had not adjusted the carrying value of Class A common stock subject to redemption to redemption value at each period end under ASC 480, and omitted the required supplemental non-cash cash-flow disclosure of that change in carrying value. Why it matters: The CEO and CFO concluded disclosure controls and procedures were not effective for all three periods due to the material weakness. The company says it anticipates filing its FY2023 Form 10-K on or around May 30, 2024 and will include the restatement in the notes. Note the filing dates one of the affected period ends as 'March 30, 2023' in the controls paragraph while dating it March 31, 2023 elsewhere.
What changed: Item 3.01. On April 17, 2024 Berenson Acquisition Corp. I received an official notice of noncompliance from NYSE Regulation for failing to file its Form 10-K for the year ended December 31, 2023 by the April 16, 2024 due date. It is now subject to Section 1007 of the NYSE American Company Guide and was required within five days to contact the NYSE about the delinquent report's status and to issue a press release disclosing the delinquency, its reason and, if known, the anticipated cure date. The notice has no immediate effect on the listing or trading of the Class A common stock. Why it matters: An Initial Cure Period of six months runs from the delinquency date, after which the NYSE MAY in its sole discretion allow up to a further six months; if it decides otherwise, suspension and delisting procedures commence under Section 1010. The report is explicit that the NYSE may grant no cure period at all, or truncate one already running, if the company is subject to delisting under any other Company Guide provision — and this company is already under a 300-public-stockholder deficiency from January 2024.
The sponsor
The people who set this company up, what they have done before, and the advisers around the deal.
Berenson SPAC Holdings I, LLCnamed as sponsor in this SPAC’s filings — but with no researched track record behind it yet.
A missing score, not a score of zero — why
A Sponsor Score is only published once the sponsor’s prior vehicles have been verified on EDGAR and their post-close outcomes priced. That record does not exist for this sponsor yet, so no number and no tier is shown. That is a missing score, not a score of zero — and not a neutral 50 either.
Coverage so far: 301 of 1280 tracked SPACs (24%) are attached to a scored sponsor. This card fills in by itself as the research lands.
The record
The reference detail — how the shares were structured at listing, how thinly they trade, and where the company is registered.
Show the reference detail
Unit structure
Unit: U = S + W/2 · 100.0% of the $10 unit
from 424B4 0001193125-21-286159
Trading & liquidity
Company profile
Directors & officers
- Panton DavidDirector
- BERENSON JEFFREY LDirector
- FERENBACH CARLDirector
Institutional holders
from SC 13G/13DFunds that have declared a stake above 5%. Heavy ownership by arbitrage funds usually means heavy cash-outs at the next vote.
Show the declared stakes
7 filers with a stake on file · 0 re-affirmed in the last 12 months. A stake with no amendment since is the filer’s last word on it, not proof it is still held — and percentages filed in different years are percentages of different floats, because this vehicle’s share count collapses at every redemption.
- Berenson SPAC Holdings I, LLCwith 2 other reporting persons on the same schedule14.2% · SC 13GFeb 14, 2022 stale
- Farallon Capital Partners, L.P.with 29 other reporting persons on the same schedule9.9% · SC 13G/AJan 30, 2024 stale
- RIVERNORTH CAPITAL MANAGEMENT, LLC7.0% · SC 13G/AFeb 14, 2024 stale
- Sea Otter Advisors LLC4.6% · SC 13G/AApr 4, 2023 stale
- Atalaya Capital Management LPwith 7 other reporting persons on the same schedule1.9% · SC 13G/AFeb 14, 2023 stale
- Radcliffe Capital Management, L.P.with 5 other reporting persons on the same schedule0.0% · SC 13G/AFeb 14, 2024 stale
- Polar Asset Management Partners Inc.0.0% · SC 13G/AFeb 9, 2024 stale
One line per filer, not per reporting person: a joint schedule names the management company, its funds and often the individual who controls them, and all of them report the same shares. Click a name for that filer’s whole footprint across every SPAC it has declared a stake in.
Sources on file
harvested pages, kept in fullEvery public page we have read about this company, stored in full so a source can never go missing.
Show the sources
39 full SEC filing texts archived — searchable, never lost.
- Vault note — BACA (Berenson Acquisition Corp. I)
vault-note · /vault/tickers/BACA
In plain English
tap a term to open itEvery piece of jargon this page could have used, and what it actually means.
Open the plain-English guide
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Broker action datethe day your broker needs the instruction — earlier than the official date
Brokers batch redemption instructions to the transfer agent, so the practical cutoff is roughly two business days before the published deadline. This is the date that actually costs people the floor.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Trust discountbuying below the cash held for you
Only meaningful while a redemption right exists. On a floorless name the same arithmetic is not a discount, it is the market pricing distress, and this product will not call it a yield.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
ARShow much upside you get per unit of downside
SpacBrain's asymmetric-return score. It is deterministic — the same inputs always produce the same number — and it is capped, not zeroed, when the floor is gone.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.
Accreted NAV (estimate)the last filed cash figure, plus the interest it should have earned since
A model, not a filing: last filed value compounded at the 3-month T-bill for the days elapsed. Always shown in italic with the word estimate, and never printed beside a filed number without it.
Ask the brain
from its filingsData provenance & audit trail2 internal entries
Written by SpacBrain’s data agents whenever a figure is captured, corrected or flagged, and kept verbatim so every number on this page can be traced back to the filing that states it. This is a running log, not the current record: an early entry may be superseded by a later correction — the panels above always hold the current values.
admitted from the HISTORICAL census (EDGAR's SIC 6770 registrant list, walked in full: 3,325 registrants, 1,167 of which ever priced an IPO). The live discovery job cannot reach this registrant — it reads the filing tape, and this one stopped filing. Admission rule: src/lib/universe-admit.ts. SIC 6770 (Blank Checks); 424B 0001193125-21-286159 priced 2021-09-29; common ticker BACA off 8-K 0001193125-24-225507 (2024-09-25); lifecycle EXITED. Ending PROVEN, not inferred: LIQUIDATED per Form 25 0001143313-24-000103 (2024-10-16) — Form 25 filed under 17 CFR 240.12d2-2(a)(1) — the rule for a class "called for redemption" or "redeemed or paid at maturity/retirement". For a SPAC that class is the public shares and that redemption is the trust going back (class: Class A Common Stock). No wind-up press release was readable on the registrant's own file, so the per-share figure is not stored.. ipoSizeM and deadline left NULL: gross-proceeds prose conflates the over-allotment with the offering, and a charter deadline belonging to a vehicle that has ended is a date nobody can act on. ipoDate is the 424B pricing date.
sponsor "Berenson SPAC Holdings I, LLC" sourced from prospectus definition (10-K) acc 0001193125-22-090109.