UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 1722, 2024

Berenson Acquisition Corp. I

(Exact name of registrant as specified in its charter)

Delaware

001-40843

87-1070217

(State or other jurisdiction
of incorporation)

(Commission

File Number)

(I.R.S. Employer
Identification No.)


667 Madison Avenue, 18th Floor
New York, NY		10065
(Address of principal executive offices)		(Zip Code)

(212) 935-7676

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	BACA	The NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3 1.01. ~~Notice~~Entry ofinto ~~Delisting~~Material orDefinitive ~~Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Agreement.

OnAs ~~April~~previously disclosed, on December 1722, ~~2024~~2023, Berenson Acquisition Corp. I (“BACA”) and Continental Merger Sub, Inc., a Delaware corporation ~~(the~~and wholly owned subsidiary of BACA (“~~Company~~Merger Sub”), ~~received~~entered aninto ~~official~~a ~~notice~~Business ofCombination ~~noncompliance~~Agreement (as amended, the “~~NYSE American~~Merger ~~Notice~~Agreement”) ~~from~~with ~~NYSE~~Custom ~~Regulation~~Health, Inc., a Delaware corporation, (“~~NYSE~~Custom Health”), ~~stating~~pursuant ~~that~~to which, and subject to the ~~Company~~approval isof ~~not~~the instockholders ~~compliance~~of BACA, Merger Sub will merge with ~~NYSE~~and ~~American~~into ~~continued~~Custom ~~listing~~Health, ~~standards~~with (Custom Health surviving the ~~“Filing~~merger ~~Delinquency~~as ~~Notification”)~~a ~~due~~wholly toowned subsidiary of BACA (the ~~failure~~“Merger” toand, ~~timely~~together ~~file~~with the ~~Company’s~~other ~~Form~~transactions ~~10-K~~contemplated ~~for~~by the ~~year~~Merger ~~ended~~Agreement ~~December 31,~~and ~~2023~~any (other agreement executed and delivered in connection therewith, the “~~Delinquent~~Business ~~Report~~Combination”). byFollowing the ~~filing~~closing ~~due date~~ of ~~April 16,~~the ~~2024~~Merger (the “~~Filing~~Business ~~Delinquency~~Combination Closing”), BACA will be renamed “Custom Health Holdings, Inc.” and referred as the “Combined Company.”

~~The~~Cable ~~Company~~Car isNote ~~now~~Purchase ~~subject~~Agreement ~~to the procedures~~ and ~~requirements~~Note ~~set~~Issuance forth in Section 1007 of the NYSE American Company Guide (the “Company Guide”). Within five days of the date of the Filing Delinquency Notification, the Company was required to (a) contact the NYSE to discuss the status of the Delinquent Report and (b) issue a press release disclosing the occurrence of the Filing Delinquency, the reason for the Filing Delinquency and, if known, the anticipated date such Filing Delinquency will be cured via the filing or refiling of the applicable report, as the case may be. The NYSE American Notice has no immediate effect on the listing or trading of the Company’s Class A common stock on NYSE American.

~~During~~On ~~the~~April 22, ~~six-month~~2024, ~~period~~BACA, ~~from~~Custom ~~the~~Health, ~~date~~and ofcertain ~~the~~direct ~~Filing~~and ~~Delinquency~~indirect ~~(the~~subsidiaries ~~“Initial~~of ~~Cure~~Custom ~~Period”)~~Health, ~~the~~entered ~~NYSE~~into ~~will~~a ~~monitor~~Senior ~~the~~Secured ~~Company~~Note ~~and~~Purchase ~~the~~Agreement ~~status~~(“Cable ofCar ~~the~~NPA”) ~~Delinquent~~with ~~Report~~Funicular Funds, LP (“Cable Car”) and ~~any~~other ~~subsequent~~buyers ~~delayed~~who ~~filings,~~purchase ~~including~~Notes ~~through~~from ~~contact~~time ~~with~~to time under the ~~Company,~~Cable ~~until~~Car ~~the~~NPA, ~~Filing~~pursuant ~~Delinquency~~to iswhich ~~cured.~~Custom IfHealth authorized the ~~Company~~issuance ~~fails~~of toa ~~cure~~new ~~the~~series ~~Filing~~of ~~Delinquency~~Senior ~~within~~Secured ~~the~~Convertible ~~Initial~~Notes ~~Cure~~of ~~Period~~Custom Health, ~~the~~up ~~NYSE may~~to, in the ~~NYSE’s~~aggregate, ~~sole~~an ~~discretion,~~original ~~allow~~principal ~~the~~amount ~~Company’s~~of ~~securities~~$15,000,000 to(collectively, bethe ~~traded~~“Notes” ~~for~~and upeach toa an“Note”), ~~additional~~which ~~six-month~~Notes ~~period~~will ~~(the~~be ~~“Additional~~convertible ~~Cure~~at ~~Period”)~~the ~~depending~~option onof the ~~Company’s~~holders ~~specific~~thereof ~~circumstances.~~into Ifshares ~~the~~of ~~NYSE~~Class ~~determines~~A ~~that~~Common anStock ~~Additional~~of ~~Cure~~Custom ~~Period~~Health is(“Custom ~~not~~Health ~~appropriate,~~Common ~~suspension~~Stock”) ~~and~~if ~~delisting~~the ~~procedures~~conversion ~~will~~occurs ~~commence~~on inor ~~accordance~~prior ~~with~~to the ~~procedures~~Business ~~set~~Combination ~~out~~Closing inor ~~Section~~into shares of Class ~~1010~~A Common Stock of the Combined Company ~~Guide.~~(the If“Combined Company Common Stock”) if the ~~NYSE~~conversion ~~determines~~occurs ~~that~~after anthe ~~Additional~~Business ~~Cure~~Combination ~~Period~~Closing (the shares of upCustom toHealth ~~six~~Common ~~months~~Stock isor ~~appropriate~~the ~~and~~shares of the Combined Company ~~fails~~Common Stock issuable pursuant to ~~file~~the ~~its~~terms ~~Delinquent~~of ~~Report~~the ~~and~~Notes, ~~any~~including, ~~subsequent~~without ~~delayed~~limitation, ~~filings~~upon byconversion ~~the~~or ~~end~~otherwise, ofcollectively, ~~that~~the ~~period~~“Conversion Shares”), ~~suspension~~in ~~and~~accordance ~~delisting~~with ~~procedures~~the ~~will~~terms ~~generally~~of ~~commence~~the Notes.

~~Notwithstanding~~Pursuant to the ~~foregoing,~~Cable ~~however~~Car NPA, ~~the~~Cable ~~NYSE~~Car ~~may~~purchased in$3,500,000 ~~its~~of ~~sole~~convertible ~~discretion~~notes ~~decide~~ (i“First Tranche”) ~~not~~, toas ~~afford~~was ~~the~~evidenced ~~Company~~by ~~any~~a ~~Initial~~promissory ~~Cure~~note ~~Period~~(the or“Cable ~~Additional~~Car ~~Cure~~Promissory ~~Period~~Note”) dated April 22, 2024, by and between Custom Health and Cable Car as the ~~case~~Lead Buyer and Collateral Agent, that may be, convertible in certain circumstances into shares of Custom Health Common Stock at ~~all~~a orconversion price of (iiA) atinitially, an implied price per share which values any ~~time~~share ~~during~~of the ~~Initial~~Combined ~~Cure~~Company ~~Period~~received orin ~~Additional~~the ~~Cure~~Business ~~Period,~~Combination toat ~~truncate~~$10.00 per share pursuant to the ~~Initial~~Merger ~~Cure~~Agreement ~~Period~~and or(B) following ~~Additional~~consummation ~~Cure~~of ~~Period~~the Business Combination, a price per share equal to 85% of the average daily VWAP (as defined in the ~~case~~Merger ~~may~~Agreement) beduring the 20 consecutive trading days prior to the date of conversion, ~~and~~provided ~~immediately~~that ~~commence~~such ~~suspension~~conversion ~~and~~price ~~delisting~~will ~~procedures~~not ifexceed ~~the~~$11.00 ~~Company~~per isshare ~~subject~~or tobe ~~delisting~~less ~~pursuant~~than to$3.00 ~~any~~per ~~other~~share ~~provision~~of Class A Common Stock of the Combined Company; ~~Guide~~provided, ~~including~~however, that if Custom Health (or following the ~~NYSE~~consummation ~~believes~~of the Business Combination, inthe Combined Company) at any time issues additional equity for cash for a price per share less than the ~~NYSE’s~~then-applicable ~~sole~~Conversion ~~discretion~~Price (“New Equity Round”), ~~that~~the ~~continued~~Conversion ~~listing~~Price ~~and~~shall ~~trading~~be adjusted to equal the lower of (i) the ~~Company’s~~price ~~securities~~calculated onin clause (B) above, and (ii) the ~~NYSE~~effective isprice ~~inadvisable~~per orshare ~~unwarranted~~paid in ~~accordance~~cash ~~with~~in ~~Sections~~such ~~1001-1006~~New Equity Round, calculated by dividing the amount of cash received by Custom Health by the ~~Company~~number ~~Guide.~~of shares of equity

securities (or the equivalent) received by investors from all sources. The Cable Car Promissory Note bears interest at the rate of fifteen percent (15%) per annum (7.5% interest paid in cash and 7.5% of interest paid in kind), and is due and payable 5 years after issuance, unless the time for payment is accelerated as a result of an event of default or the note has been converted. In addition, the Cable Car Promissory Note can be prepaid before the fifth year maturity date at the option of Custom Health (or the Combined Company, ~~intends~~as applicable) subject to ~~regain~~Cable ~~compliance~~Car ~~with~~receiving between 110% and 150% of principal plus the ~~NYSE~~outstanding ~~American~~interest ~~continued~~depending ~~listing~~on ~~standards~~the time of prepayment. ~~There~~As ~~can~~compensation to Cable Car for its role as Lead Buyer and Collateral Agent under the Notes, (i) immediately prior to the Business Combination Closing, Custom Health will issue to Cable Car that number of shares of Custom Health which at the completion of the Business Combination would be noconverted ~~assurance~~in accordance with the terms of the Merger Agreement into 100,000 shares of Combined Company Common Stock and (ii) following the Business Combination Closing, the Combined Company will issue to Cable Car an additional 50,000 shares of the Combined Company Common Stock for each $1,000,000 of principal amount of Note(s) purchased by Cable Car in excess of the amount of the First Tranche. Upon the Business Combination Closing, each Note that is not otherwise converted into shares of Custom Health Common Stock immediately prior to the Business Combination Closing will be assumed by the Combined Company and will ~~ultimately~~automatically ~~regain~~be ~~compliance~~exchanged ~~with~~for ~~all~~a ~~applicable~~convertible ~~NYSE~~promissory ~~American~~note ~~listing~~to ~~standards~~acquire shares of the Combined Company Common Stock after applying the Exchange Ratio (as defined in the Merger Agreement).

~~Item 7~~Certain direct and indirect subsidiaries of Custom Health also provided a guaranty (the “Cable Car Guaranty”), whereby each of them unconditionally guaranteed, as primary obligor and not merely as surety, the prompt and complete payment and performance when due, whether by demand, acceleration or otherwise, of the obligations of Custom Health under the Cable Car Promissory Note in the currency in which and as such obligations are to be paid or performed.~~01.~~ ~~Regulation~~Furthermore, FDCustom ~~Disclosure~~Health and the parties to the Cable Car Guaranty (the “Grantors”) granted a security interest in certain of their assets pursuant to the terms of a Security and Pledge Agreement, dated April 22, 2024, by and between the Grantors and Cable Car.

OnThe ~~April 23~~foregoing description of the Cable Car NPA, ~~2024~~the Cable Car Promissory Note, the ~~Company~~Cable ~~issued~~Car aGuaranty, ~~press~~and ~~release~~the ~~announcing~~Security Agreement, and the transactions contemplated thereby, is not complete and is subject to, and qualified in its ~~receipt~~entirety by reference to, the text of the ~~NYSE~~Cable ~~American~~Car ~~Notice.~~NPA, Aa copy of ~~the~~which ~~press release~~ is ~~attached~~included ~~hereto~~ as Exhibit 9910.1 ~~and~~to isthis ~~incorporated~~Current ~~herein~~Report byon ~~reference~~Form 8-K.

~~The~~Registration ~~information~~Rights ~~under~~Agreement this Item 7.01, including Exhibit 99.1 hereto, is being furnished herewith and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report on Form 8-K is not intended to constitute a determination by the Company that the information contained herein, including the exhibit hereto, is material or that the dissemination of such information is required by Regulation FD.

~~Cautionary~~In ~~Statement~~connection ~~Regarding~~with ~~Forward-Looking~~the ~~Statements~~Cable Car NPA, BACA and Cable Car entered into a Registration Rights Agreement (the “Registration Rights Agreement”). Pursuant to the terms of the Registration Rights Agreement, the Combined Company will be obligated to file one or more registration statements to register the resales of all of the Registrable Securities held by Investors (such terms as defined in Registration Rights Agreement) after the Business Combination Closing, provided that such initial registration statements will register for resale at least the number of shares of the Combined Company Common Stock equal to 150% of the number of Conversion Shares (“Required Registration Amount”) as of the date such registration statement is initially filed with the United States Securities and Exchange Commission (“SEC”).

~~This~~In ~~Current~~the ~~Report~~event onthe ~~Form~~number ~~8-K~~of ~~contains~~shares ~~“forward-looking~~available ~~statements.”~~under ~~Any~~any ~~statements~~registration ~~contained~~statement is insufficient to cover all of the Registrable Securities (as defined in ~~this~~the ~~Current~~Cable ~~Report~~Car onNPA) ~~Form~~required to be covered by such registration statement or an Investor’s (as defined in the Registration Rights Agreement) allocated portion of the Registrable Securities pursuant to Section ~~8-K~~2(h), ~~that~~the doCombined Company will amend such registration statement (if permissible), or file with the SEC a new registration statement (on the short form available therefor, if applicable), so as to cover at least the Required Registration Amount (as defined in the Registration Rights Agreement) as of the Trading Day (as defined in Cable Car NPA) immediately preceding the date of the filing of such amendment or new registration statement, in each case, as soon as practicable, but in any event not ~~describe~~later ~~historical~~than ~~facts~~fifteen (15) days after the necessity therefor arises (but taking account of any SEC staff (“Staff”) position with respect to the date on which the Staff will permit such amendment to the registration statement and/or such new registration statement (as the case may ~~constitute~~be) ~~forward-looking~~to ~~statements~~be filed with the SEC). InThe ~~some~~Registration ~~cases~~Rights Agreement will also provide such Investors (as defined in the Registration Rights Agreement) with “piggy-back” registration rights, subject to certain requirements and customary conditions.

~~you~~Under ~~can~~the ~~identify~~Registration ~~forward-looking~~Rights ~~statements by terminology such as “if~~Agreement,” ~~“may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or~~ the ~~negative~~Combined ~~of these terms or other comparable terminology and include statements regarding the NYSE American Notice and whether the~~ Company will ~~regain~~indemnify ~~compliance~~such ~~with~~Investors ~~the~~(as ~~NYSE~~defined ~~American’s~~therein) ~~continued~~and ~~listing~~certain ~~standards.~~persons ~~These~~or ~~forward-looking~~entities ~~statements~~related ~~are~~to ~~based~~such onInvestors ~~information~~(as ~~currently~~defined ~~available~~therein) tosuch ~~the Company’s management~~ as ~~well~~their asofficers, ~~estimates~~employees, directors, and ~~assumptions~~agents ~~made~~against byany ~~its~~losses ~~management~~or ~~and~~damages ~~are~~resulting ~~subject~~from toany ~~risks~~untrue ~~and~~or ~~uncertainties~~alleged ~~that~~untrue ~~may cause actual results~~statement, ~~performance~~ or ~~developments~~omission toor ~~differ~~alleged ~~materially~~omission, ~~from~~of ~~those~~a ~~contained~~material fact in ~~the~~any ~~statements.~~registration ~~These~~statement ~~statements~~or ~~are~~prospectus ~~only~~pursuant ~~predictions~~to ~~and~~which ~~involve~~the ~~known~~Investors ~~and~~(as ~~unknown~~defined ~~risks,~~therein) ~~uncertainties~~sell ~~and~~their ~~other~~registrable ~~factors~~securities, ~~which~~unless ~~may~~such ~~cause~~liability ~~the~~arose ~~Company’s~~from orsuch ~~its industry~~Investor’s ~~actual~~misstatement ~~results,~~or ~~levels~~alleged ofmisstatement, ~~activity~~or omission or ~~performance~~alleged toomission, beand ~~materially~~the ~~different~~Investors ~~from~~(as ~~any~~defined ~~future~~therein) ~~results,~~including ~~levels~~registrable ofsecurities ~~activity~~in orany ~~performance~~registration ~~expressed~~statement or ~~implied~~prospectus bywill ~~these~~indemnify ~~forward-looking~~the ~~statements.~~Combined ~~These~~Company ~~forward-looking~~and ~~statements~~certain ~~are~~persons ~~made~~or asentities ofrelated to the ~~date~~Combined ofCompany ~~this~~such ~~Current~~as ~~Report~~its onofficers ~~Form~~and ~~8-K,~~directors and ~~the~~underwriters ~~Company~~against ~~does~~all ~~not~~losses ~~undertake~~caused anby ~~obligation~~their tomisstatements ~~update~~or ~~these~~omissions ~~forward-looking~~(or ~~statements~~alleged ~~after~~misstatements ~~such~~or ~~date~~omissions) in those documents.

~~Item 9.01.~~The ~~Financial~~foregoing ~~Statements~~description of the Registration Rights Agreement and ~~Exhibits~~the transactions contemplated thereby is not complete and is subject to, and qualified in its entirety by reference to, the text of the Registration Rights Agreement, which is included as Exhibit 10.2 to this Current Report on Form 8-K.

~~(d)~~Item ~~Exhibits~~9.01 Financial Statements and Exhibits

Exhibit No.		Description
Exhibit		Description
99.1		Press Release dated April 23, 2024.
10.1		Senior Secured Note Purchase Agreement, dated April 22, 2024, by and among Custom Health, Inc., certain direct and indirect subsidiaries of Custom Health, Inc., Berenson Acquisition Corp. I and Funicular Funds, LP.
104		Cover Page Interactive Data File (embedded within Inline XBRL document)
10.2		Registration Rights Agreement, dated April 22, 2024, by and between Berenson Acquisition Corp. I and Funicular Funds, LP.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BERENSON ACQUISITION CORP. I
	Berenson Acquisition Corp. I
Date: April 23, 2024	By:	/s/ Amir Hegazy
Dated: April 26, 2024
		Name:	Amir Hegazy
	By:	/s/ Amir Hegazy
		Title:	Chief Financial Officer
		Chief Financial Officer

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