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): ~~May 23~~July 16, 2024

Berenson Acquisition Corp. I

(Exact name of registrant as specified in its charter)

Delaware	001-40843	87-1070217
(State or other jurisdictionof incorporation)	(Commission File Number)	(I.R.S. EmployerIdentification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. EmployerIdentification 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		~~TradingSymbol~~Trading Symbol(s)		Name of each ~~exchangeon~~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 45.02. ~~Non-Reliance~~Departure onof ~~Previously~~Directors ~~Issued~~or ~~Financial~~Certain ~~Statements~~Officers; orElection aof ~~Related~~Directors; ~~Audit~~Appointment ~~Report~~of orCertain ~~Completed~~Officers; ~~Interim~~Compensatory ~~Review~~Arrangements of Certain Officers.

On ~~May~~July 2316, 2024, ~~the~~Amir ~~audit~~Hegazy ~~committee~~tendered ofhis resignation as the ~~board~~Chief ofFinancial ~~directors~~Officer of Berenson Acquisition Corp. I (the “Company”) ~~concluded~~, ~~after~~effective ~~discussion~~immediately. ~~with the Company~~Mr. Hegazy’s ~~management~~resignation ~~and~~is ~~with~~not ~~the~~based ~~Company’s~~on ~~independent~~any ~~registered~~disagreement ~~public~~with ~~accounting firm, Grant Thornton LLP, that each of~~ the Company’s ~~unaudited~~on ~~financial~~any ~~statements~~matter asrelating ofto ~~March 31, 2023, June 30, 2023 and September 30, 2023 (~~the ~~“Reporting Periods”) contained in the~~ Company’s ~~Quarterly Reports on Form 10-Q filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 12~~operations, ~~2023,~~policies ~~August 9,~~or ~~2023, and November 9, 2023, respectively, should no longer be relied upon~~practice. In the unaudited condensed Balance Sheet and unaudited condensed Statement of Changes in Redeemable Common Stock and Stockholders’ Deficit, the Company did not recognize and adjust the carrying value of Class A common stock subject to redemption to equal the redemption value at the end of each Reporting Period in accordance with Accounting Standards Codification Topic 480. The Company also did not disclose in the unaudited condensed Statement of Cash Flows for each Reporting Period the required supplemental non-cash disclosure regarding the change in carrying value of Class A common stock subject to redemption.

~~The~~In ~~Company’s~~addition, ~~Chief~~on ~~Executive~~July 17, ~~Officer~~2024, ~~and Chief Financial Officer carried out an evaluation of~~ the ~~effectiveness~~board of ~~the~~directors ~~design and operation~~ of the Company’s ~~disclosure~~appointed ~~controls~~Alessandro ~~and procedures~~R. ~~Based upon their evaluation~~Masolo, ~~the~~as ~~Company’s~~ Chief ~~Executive Officer and Chief~~ Financial Officer ~~concluded that the Company’s disclosure controls and procedures were not effective as of March 30~~, ~~2023, June 30, 2023 and September 30, 2023 due~~ to ~~the~~fill ~~material weakness related to~~ the ~~accounting~~vacancy ofcreated ~~the~~by ~~Class A common stock subject to redemption as noted above~~Mr. ~~In light of this material weakness, the Company performed additional analysis as deemed necessary to ensure that the Company~~ Hegazy’s ~~unaudited interim financial statements were prepared in accordance with U.S. generally accepted accounting principles. To address this material weakness~~resignation, ~~the~~effective Company’s management has devoted, and plans to continue to devote significant effort and resources to the remediation and improvement of its internal control over financial reporting and to provide processes and controls over the internal communication with the Company and the financial advisorsimmediately.

~~The~~Alessandro ~~Company~~R. ~~anticipates~~Masolo, ~~filing~~31, ~~the~~has ~~Company’s~~served ~~Annual~~as ~~Report~~Vice onPresident ~~the~~of ~~Form~~Berenson ~~10-K~~Holdings ~~for~~LLC. ~~the~~(“Berenson”), ~~year~~a ~~ended~~merchant ~~December 31,~~bank ~~2023~~founded ~~(the~~in ~~“Form~~1990 ~~10-K”)~~with ontwo orprincipal ~~around~~lines ~~May 30~~of business: investment banking and private equity investing, ~~2024.~~since ~~The~~December ~~Company~~2022 ~~expects~~and prior to ~~include~~that inserved ~~the~~as ~~Notes~~an toassociate ~~Financial~~from ~~Statements~~December in2019 ~~the~~and ~~Form~~as ~~10-K~~analyst ~~disclosure~~since ~~regarding~~2017. ~~the~~Mr. Masolo ~~restatement~~has ofexperience ~~the~~working ~~unaudited~~on ~~condensed~~a ~~Balance~~variety ~~Sheets~~of transactions, ~~unaudited~~having ~~condensed~~closed ~~Statements~~over of20 ~~Changes~~deals inacross ~~Redeemable~~Berenson ~~Common~~Advisory ~~Stock~~(restructuring, sell-side and ~~Stockholders’~~buy-side ~~Deficit,~~M&A assignments) and ~~unaudited~~Berenson ~~condensed~~Capital ~~Statements~~(growth ofequity ~~Cash~~and ~~Flows~~private ~~for~~equity ~~each~~investments). Mr. Masolo has served as a Board Observer of ~~the~~Collette ~~Reporting~~Health ~~Periods~~since June 2021. Prior to joining Berenson, Mr. Masolo served as a propriety equity trader at Chimera Securities. Mr. Masolo graduated cum laude with a B.A. in economics from Georgetown University.

~~Cautionary~~SIGNATURE ~~Statement Regarding Forward-Looking Statements~~

~~This~~Pursuant ~~Current~~to ~~Report~~the onrequirements ~~Form~~of ~~8-K~~the ~~contains~~Securities ~~“forward-looking~~Exchange ~~statements.”~~Act ~~Any~~of ~~statements~~1934, ~~contained~~the inCompany ~~this~~has ~~Current~~duly caused this Report on Form 8-K ~~that~~to dobe ~~not~~signed ~~describe~~on ~~historical~~its ~~facts~~behalf ~~may~~by ~~constitute~~the ~~forward-looking~~undersigned ~~statements.~~hereunto Induly ~~some~~authorized. ~~cases,~~

you can identify forward-looking statements by terminology such as “if,” “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These forward-looking statements are based on information currently available to the Company’s management as well as estimates and assumptions made by its management and are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, which may cause the Company’s or its industry’s actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements. These forward-looking statements are made as of the date of this Current Report on Form 8-K, and the Company does not undertake an obligation to update these forward-looking statements after such date.

SIGNATURES

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

Dated: July 19, 2024

/s/ Alessandro Masolo

Chief Financial Officer

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