As previously announced, Berenson Acquisition Corp. I (the “Company”) has called and provided a notice of a special meeting
(the “Special Meeting”) to be held on December 13, 2022 at 11:30 a.m., Eastern Time, as a virtual meeting, to consider and vote upon the matters described in the Company’s definitive proxy statement filed with the
Securities and Exchange Commission on November 21, 2022 (as may be amended, the “Proxy Statement”).
The Company
plans to continue to solicit proxies from stockholders during the period prior to the Special Meeting. Only the holders of the Company’s common stock as of the close of business on November 17, 2022, the record date for the Meeting, are
entitled to vote at the Special Meeting.
The Company believes that (i) in order to be able to consummate an initial business
combination by the Extended Date (as defined in the Proxy Statement), it will need at least $55.0 million to remain in the trust account after giving effect to redemption elections in connection with the approval of the Charter Amendment
Proposal (such minimum, the “Minimum Trust Account Balance”) and (ii) if enough public stockholders elect to have the Company redeem their public shares in connection with the approval of the Charter Amendment Proposal such
that the Company believes that the Minimum Trust Account Balance will not be achieved after giving effect to such redemption elections, the Company intends to not submit the Charter Amendment Proposal and the Trust Amendment Proposal to a vote of
the Company’s stockholders at the Special Meeting. Notwithstanding anything set forth herein, the Company may accept a Minimum Trust Balance less than $55.0 million (but not less than $40.0 million) and decide to submit the Charter
Amendment Proposal and the Trust Amendment Proposal to a vote of the Company’s stockholders based on such lower amount at the Special Meeting in its sole discretion.
Forward-Looking Statements
This Report includes
forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to
differ from the forward-looking statements. These forward-looking statements and factors that may cause such differences include, without limitation, uncertainties relating to the Company’s stockholder approval of the Charter Amendment
Proposal, the Trust Amendment Proposal and the other proposals described in the Proxy Statement, its inability to complete an initial business combination within the required time period or, and other risks and uncertainties indicated from time to
time in filings with the SEC, including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and subsequent Quarterly Reports for the quarters ended
March 3, 2022 and September 30, 2022 under the heading “Risk Factors” and other documents the Company has filed, or to be filed, with the SEC. Readers are cautioned not to place undue reliance upon any forward-looking statements,
which speak only as of the date made. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s
expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Participants in the
Solicitation
The Company and its directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be
participants in the solicitation of proxies from the securityholders of the Company in favor of the approval of the Charter Amendment Proposal, the Trust Amendment Proposal and the other proposals described in the Proxy Statement. Investors and
security holders may obtain more detailed information regarding the names, affiliations and interests of the Company’s directors and officers in the definitive proxy statement dated November 21, 2022, which may be obtained free of charge
from the sources indicated above.
No Offer or Solicitation
This Report shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Charter Amendment
Proposal and the Trust Amendment Proposal. This communication shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such
offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act or an exemption therefrom.
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