BACA SEC filings, in plain English
Everything Berenson Acquisition Corp. I has filed with the SEC that we hold — 40 filings, newest first, 13 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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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.
- 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.
What changed: Item 3.01 listing deficiency. On January 19, 2024 Berenson Acquisition Corp. I received written notice from NYSE Regulation that it is not in compliance with Section 1003(b)(i)(B) of the NYSE American Company Guide, which requires a minimum of 300 public stockholders on a continuous basis. Under Section 1009 it has 30 days to respond with a plan of actions to regain compliance by September 30, 2024, and says it intends to submit one within the required timeframe. Why it matters: 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.
What changed: Promotional 425 — Berenson Acquisition Corp. I's 8-K (Item 7.01) attaching, as Exhibit 99.1, the form of investor presentation to be used by BACA and Custom Health, Inc. in meetings with potential investors on the December 22, 2023 Business Combination Agreement. The 8-K body carries no financial content at all; every projection, market-size claim and valuation bridge is inside the deck, which is not in the stored text. The filing stresses the exhibit is furnished under Regulation FD, is not deemed filed for Section 18 purposes, and is no admission of materiality. Why it matters: No status change — this is the roadshow deck being made public because Regulation FD requires it once shown to outside investors, and confidence is reduced because the substance sits in an exhibit this summary could not read. The important frame for a holder is legal, not promotional: furnishing under Item 7.01 keeps deck projections outside Section 18 liability, so nothing in it carries the weight of the merger agreement's own $185,000,000 Company Value formula. Watch the S-4 for numbers the parties must stand behind.(flagged for human review)
What changed: Announcement 425 — Berenson Acquisition Corp. I's full 8-K (Item 1.01) describing the December 22, 2023 Business Combination Agreement with Custom Health, Inc. and Continental Merger Sub Inc. BACA renames to Custom Health Holdings, Inc. at closing. Consideration is New BACA common stock equal to Company Value plus in-the-money option and warrant proceeds, divided by $10.00, where Company Value is $185,000,000 adjusted for each side's transaction expenses above a $5,000,000 cap and for any Pharmacy Acquisitions Custom Health closes beforehand. Closing needs both stockholder votes. Why it matters: 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.
What changed: Promotional/press 425 — Berenson Acquisition Corp. I filed a Bloomberg news article by Bailey Lipschultz (December 22, 2023) about its own deal: Custom Health Inc., a digital healthcare firm, going public via BACA at a pre-money equity valuation of $185 million. The article says the SPAC holds $11.1 million in trust assuming no redemptions, attributed to 'a person familiar with the matter'; both companies declined to comment. It notes BACA raised roughly $275 million in its September 2021 IPO, extended its liquidation deadline to September 2024, and has seen over 95% of shares redeemed. Why it matters: 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.
What changed: Announcement 425 — Berenson Acquisition Corp. I's 8-K (Items 7.01 and 8.01) reporting that on December 22, 2023 BACA and Custom Health, Inc. jointly announced execution of a Business Combination Agreement among BACA, Continental Merger Sub Inc. and Custom Health. Merger Sub merges into Custom Health, which survives as a wholly-owned subsidiary of BACA. The press release is furnished as Exhibit 99.1 and expressly not deemed filed for Section 18 purposes; the 8-K body itself contains no valuation, financing, ownership split or timetable. Why it matters: 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.
What changed: Items 7.01 and 8.01. On December 22, 2023 Berenson Acquisition Corp. I and Custom Health, Inc. jointly issued a press release announcing execution of a business combination agreement among BACA, Continental Merger Sub Inc. (a wholly-owned BACA subsidiary) and Custom Health. Under it, Merger Sub would merge with and into Custom Health, with Custom Health surviving as a wholly-owned subsidiary of BACA. The press release is furnished as Exhibit 99.1. Why it matters: 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.
- What changed vs 2023-08-09deadline 2023-09-30 → 2024-09-30shares 2.61M → 1.07M -59%
combination deadline, redeemable shares, trust account2 moved · 1 with no prior record of ours
- Combination deadline
- 2023-09-302024-09-30
- Redeemable shares
- 2.61M1.07M
- 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 1,544,903 shares are no longer redeemable.
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 September 30, 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 14 Table of Contents BERENSON ACQUISITION CORP. I NOTES TO THE”…
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: Items 1.01, 2.03, 5.03 and 5.07: At Berenson Acquisition Corp. I's special meeting on September 27, 2023 stockholders approved amending the charter to extend the date to consummate a business combination from September 30, 2023 to September 30, 2024, or earlier at the board's discretion, by 7,721,772 for and 6,348 against; approval required at least 65% of outstanding shares. The amendment was filed in Delaware on September 28. On September 26 the company had issued an interest-free promissory note of up to $750,000 to its sponsor, drawable on request and payable on a business combination. Why it matters: 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.
What changed: Item 1.01: On September 21, 2023 Berenson Acquisition Corp. I entered a non-redemption agreement with one or more unaffiliated third parties under which they agreed not to redeem an aggregate of 655,715 Class A shares sold in its IPO, at the special meeting called to approve a charter amendment extending the date by which it must consummate an initial business combination until as late as September 30, 2024. The form of agreement is Exhibit 10.1 and the filing states the summary is not complete. Why it matters: 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.
- What changed vs 2023-03-14trust $280.5M → $27.3M -90%deadline 2023-09-30 → 2024-09-30
trust account, combination deadline2 moved
- Trust account
- $280.5M$27.3M
- Combination deadline
- 2023-09-302024-09-30
SpacBrain reads this as $253,146,935 left the trust between the two filings.
The clause …“$10.47 at the time of the special meeting, based on the approximate amount of $27,333,874 held in the trust account as of September 5, 2023. The closing price of our Class A common stock on the New York Stock Exchange American (the”…
SpacBrain reads this as 366 days later than the previous record.
The clause “Shares (as defined below) if the Corporation is unable to complete its initial Business Combination by September 30, 2024 or such earlier date as determined by the Board (the Termination Date ) and (iii) the redemption of shares in”…
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.
trust account, combination deadline, redeemable sharesnothing moved · 3 with no prior record of ours
- Trust account
- $278.8M · unchanged
- Combination deadline
- 2023-09-30 · unchanged
- Redeemable shares
- 2.61M · unchanged
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 The following table presents information about the Company’s”…
The clause …“the completion of a Business Combination. If the Company does not complete a Business Combination by September 30, 2023, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the”…
The clause …“the funds in the Trust Account. Following these redemptions, the Company had 2,610,371 shares of Class A common stock subject to possible redemption outstanding as of June 30, 2023. Income Taxes The Company follows the asset and”…
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 vs 2022-11-10trust $276.7M → $278.8M +1%
trust account, redeemable shares, combination deadline +11 moved · 3 with no prior record of ours
- Trust account
- $276.7M$278.8M
- Redeemable shares
- not previously extracted2.61M
- Combination deadline
- 2023-09-30 · unchanged
- Mandate language
- the Company intends to focus its search on a target business…not matched in this filing
SpacBrain reads this as $2,127,239 was added to the trust between the two filings.
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 The following table presents information about the Company’s”…
The clause …“the funds in the Trust Account. Following these redemptions, the Company had 2,610,371 shares of Class A common stock subject to possible redemption outstanding as of March 31, 2023. Income Taxes The Company follows the asset and”…
The clause …“the completion of a Business Combination. If the Company does not complete a Business Combination by September 30, 2023, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the”…
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 vs 2022-03-31trust $275.8M → $278.8M +1%deadline 2023-03-30 → 2023-09-30
trust account, combination deadline, mandate language2 moved · 1 with no prior record of ours
- Trust account
- $275.8M$278.8M
- Combination deadline
- 2023-03-302023-09-30
- Mandate language
- we intend to focus our search on a target business operating…not matched in this filing
SpacBrain reads this as $3,006,509 was added to the trust between the two filings.
The clause “December 31, 2022 and 2021, respectively, we had cash and marketable securities held in the trust account of $278,782,399 and $275,775,890. We intend to use substantially all of the funds held in the trust account, including any amounts”…
SpacBrain reads this as 184 days later than the previous record.
The clause …“we have to consummate an initial business combination from March 30, 2023 to September 30, 2023 or such earlier date as determined by our board of directors. We intend to effectuate our initial business combination using cash from the”…
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.
In plain English
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.
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.
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.