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): ~~July~~September 1617, 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. ~~EmployerIdentification~~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~~TradingSymbol(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 5 1.0201. ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

OnThe ~~July 16,~~information ~~2024,~~set ~~Amir~~forth ~~Hegazy~~in ~~tendered~~Item ~~his resignation as the Chief Financial Officer of Berenson Acquisition Corp~~1.02 Ibelow ~~(the “Company”), effective immediately. Mr. Hegazy’s resignation~~ is ~~not~~hereby ~~based~~incorporated onby ~~any~~reference ~~disagreement~~into ~~with~~this ~~the~~Item ~~Company on any matter relating to the Company’s operations, policies or practice~~1.01.

InItem ~~addition,~~1.02. onTermination ~~July 17, 2024, the board~~ of ~~directors~~a ofMaterial ~~the~~Definitive ~~Company appointed Alessandro R. Masolo, as Chief Financial Officer, to fill the vacancy created by Mr. Hegazy’s resignation, effective immediately.~~ Agreement

~~Alessandro~~As R.previously ~~Masolo~~disclosed, 31on December 22, ~~has~~2023, ~~served as Vice President of~~ Berenson ~~Holdings~~Acquisition ~~LLC~~Corp. ~~(“Berenson”)~~I, a ~~merchant~~Delaware ~~bank~~corporation ~~founded~~(the in“Company”) ~~1990~~entered ~~with~~into ~~two~~a ~~principal lines of~~ business: ~~investment~~combination ~~banking~~agreement ~~and~~with ~~private~~Custom ~~equity~~Health, ~~investing~~Inc., ~~since~~a ~~December~~Delaware ~~2022~~corporation ~~and~~(“Custom ~~prior~~Health”), ~~to that served as an associate from December 2019~~ and asContinental ~~analyst~~Merger ~~since~~Sub ~~2017~~Inc., ~~Mr. Masolo has experience working on~~ a ~~variety~~Delaware ofcorporation ~~transactions, having closed over 20 deals across Berenson Advisory (restructuring, sell-side~~ and ~~buy~~wholly-~~side~~owned ~~M&A~~direct ~~assignments)~~subsidiary ~~and~~of ~~Berenson~~the ~~Capital~~Company (~~growth~~“Merger ~~equity and private equity investments~~Sub”). ~~Mr. Masolo has served~~ (as amay ~~Board~~be ~~Observer~~amended ofand/or ~~Collette~~restated ~~Health~~from ~~since~~time ~~June 2021. Prior~~ to ~~joining Berenson~~time, ~~Mr. Masolo~~the ~~served~~“Business asCombination aAgreement”). ~~propriety~~Any ~~equity~~capitalized ~~trader~~terms atused ~~Chimera~~herein ~~Securities.~~but ~~Mr. Masolo~~not ~~graduated~~defined ~~cum~~have ~~laude~~the ~~with~~meanings aascribed ~~B.A.~~to them in ~~economics~~the ~~from~~Business ~~Georgetown~~Combination ~~University~~Agreement.

~~SIGNATURE~~Termination of Business Combination Agreement

~~Pursuant~~On September 17, 2024, the Company and Custom Health entered into a Termination Agreement (the “Termination Agreement”) pursuant to which the ~~requirements~~Business Combination Agreement was terminated pursuant to Section 9.01(a) of the ~~Securities~~Business ~~Exchange~~Combination ~~Act~~Agreement, effective as of ~~1934~~September 17, ~~the~~2024. ~~Company~~The ~~has~~effect ~~duly~~of ~~caused~~the ~~this~~termination ~~Report~~of onthe ~~Form~~Business ~~8-K~~Combination toAgreement beis ~~signed~~as onset ~~its~~forth ~~behalf~~in bySection 9.02 of the ~~undersigned~~Business ~~hereunto~~Combination ~~duly authorized~~Agreement.

As a result of the termination of the Business Combination Agreement, the Business Combination Agreement is void and there is no liability under the Business Combination Agreement on the part of any party thereto, except as set forth in the Termination Agreement. In accordance with Section 1(b) of the Termination Agreement, as promptly as practicable after September 30, 2024 (and in any case within 3 business days of such date), Custom Health is required to pay back to the Company an aggregate amount of $37,500, representing a portion of the advances provided by the Company to Custom Health in connection with the Transactions and the Business Combination Agreement, in cash by wire transfer of immediately available funds to an account designated in writing by the Company.

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.

Dated: September 20, 2024


Berenson Acquisition Corp. I

By:		/s/ Alessandro Masolo
		Chief Financial Officer

Berenson Acquisition Corp. I

Dated: July 19, 2024

/s/ Alessandro Masolo

Chief Financial Officer

Filing Compare · Berenson Acquisition Corp. I