References in this Quarterly Report on Form
10-Q
(this "Quarterly Report") to "we," "us" or the "Company" refer to Berenson
Acquisition Corp. I. References to our "management" or our "management team"
refer to our officers and directors, and references to the "Sponsor" refer to
Berenson SPAC Holdings I, LLC. The following discussion and analysis of the
Company's financial condition and results of operations should be read in
conjunction with the condensed financial statements and the notes thereto
contained elsewhere in this Quarterly Report. Certain information contained in
the discussion and analysis set forth below includes forward-looking statements
that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation,


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statements in this "Management's Discussion and Analysis of Financial Condition
and Results of Operations" regarding the Company's financial position, business
strategy and the plans and objectives of management for future operations, are
forward-looking statements. Words such as "expect," "believe," "anticipate,"
"intend," "estimate," "seek" and variations and similar words and expressions
are intended to identify such forward-looking statements. Such forward-looking
statements relate to future events or future performance, but reflect
management's current beliefs, based on information currently available. A number
of factors could cause actual events, performance or results to differ
materially from the events, performance and results discussed in the
forward-looking statements. For information identifying important factors that
could cause actual results to differ materially from those anticipated in the
forward-looking statements, please refer to the Risk Factors section of this
Quarterly Report and our Annual Report of Form
10-K
for the year ended December 31, 2021 filed with the U.S. Securities and Exchange
Commission (the "SEC") on March 31, 2021. The Company's securities filings can
be accessed on the EDGAR section of the SEC's website at www.sec.gov. Except as
expressly required by applicable securities law, the Company disclaims any
intention or obligation to update or revise any forward-looking statements
whether as a result of new information, future events or otherwise.

Overview

We are a blank check company incorporated on June 1, 2021 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a "Business Combination"). While we may pursue an initial business combination target in any industry or geographical location, we intend to focus our search on a target business operating in the software and technology-enabled services industry with a total enterprise value in excess of $1 billion.

On September 30, 2021, we consummated our initial public offering of securities (the "Initial Public Offering") and simultaneous private placement (the "Private Placement") of private placement warrants to the Sponsor, described below. We intend to effectuate our initial Business Combination using cash from the proceeds of our Initial Public Offering and Private Placement, our capital stock, debt or a combination of cash, stock and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete our initial Business Combination will be successful.

Recent Developments

On November 8, 2022, the Company filed a Preliminary Proxy Statement on Schedule 14A relating to a special meeting of stockholders that is anticipated to be held in 2022 to approve an amendment to the Company's amended and restated certificate of incorporation which would, if implemented, allow the Company to extend the date by which it has to consummate a Business Combination (the "Extension") for an additional six months, from March 30, 2023 to September 30, 2023, or such earlier date as determined by the Company's board of directors (such later date, the "Extended Date," and such proposal, the "Charter Amendment Proposal"). The Company will also seek shareholder approval to amend the Investment Management Trust Agreement, dated as of September 27, 2021, by and between the Company and Continental Stock Transfer & Trust Company, to provide for the Extension to the Extended Date pursuant to the Charter Amendment (the "Trust Amendment Proposal").

The Company will also seek shareholder approval for the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Charter Amendment Proposal and the Trust Amendment Proposal.

Results of Operations



We have neither engaged in any operations nor generated any revenues to date.
Our only activities from inception through September 30, 2022 were
organizational activities and those necessary to prepare for our Initial Public
Offering, and since our Initial Public Offering, our activity has been limited
to identifying a target company for a Business Combination. We do not expect to
generate any operating revenues until after the completion of our initial
Business Combination. We generate
non-operating
income in the form of interest income on marketable securities held in the trust
account (the "Trust Account") with Continental Stock Transfer & Trust Company
acting as trustee, located in the United States, established for the benefit of
our public stockholders. We incur expenses as a result of being a public company
(for legal, financial reporting, accounting and auditing compliance), as well as
for due diligence expenses in connection with searching for, and completing, our
initial Business Combination.

For the three and nine months ended September 30, 2022, we had net income of $2,530,367 and $9,328,583, respectively, which consists of operating costs of $265,009 and $1,167,019, respectively, interest income of $1,152,824 and $1,550,650, respectively, income tax expense of $270,578 for the three and nine months ended September 30, 2022, and change in fair value of derivative warrant liabilities of $1,913,130 and $9,215,530, respectively.

Liquidity, Capital Resources and Going Concern

Until the consummation of our Initial Public Offering, our only source of liquidity was an initial purchase of shares of Class B common stock, par value $0.0001 per share (the "Founder Shares"), by the Sponsor and loans from the Sponsor.

On September 30, 2021, we consummated our Initial Public Offering of 25,000,000 units, at $10.00 per unit, generating gross proceeds of $250,000,000. Simultaneously with the consummation of our Initial Public Offering, we consummated the Private Placement of an aggregate of 7,000,000 private placement warrants to the Sponsor at a price of $1.00 per private placement warrants, generating gross proceeds of $7,000,000.


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Following our Initial Public Offering (including the partial exercise of the over-allotment option), and Private Placement, a total of $275,100,000 was placed in the Trust Account. We incurred $15,636,971 in transaction costs, including $5,502,00 of underwriting commissions, $9,628,500 of deferred underwriting commissions and $506,471 of other costs.

For the nine months ended September 30, 2022, cash used in operating activities was $523,286. Net income of $9,328,583 was affected by interest income of $1,550,032 and change in fair value of derivative warrant liabilities of $9,215,530 and changes in operating assets and liabilities, which provided $913,693 of cash from operating activities.

As of September 30, 2022, we had cash and marketable securities held in the Trust Account of $276,655,160. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting commissions and income taxes payable), to complete our initial Business Combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of September 30, 2022, we had cash held outside of the Trust Account of $147,476. We intend to use the funds held outside of the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors will loan us funds as may be required ("Working Capital Loans"). If we complete our Business Combination, we expect to repay any Working Capital Loans out of the proceeds of the Trust Account released to us. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. Up to $1,500,000 of Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. The terms of the Working Capital Loans have not been determined and no written agreements exist with respect to such Working Capital Loans. As of September 30, 2022, there were no amounts outstanding under any Working Capital Loans.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares upon consummation of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination.



Management continues to evaluate the impact of
the COVID-19
pandemic and has concluded that while it is reasonably possible that the virus
could have a negative effect on our financial position, results of its
operations and/or our ability to consummate an initial Business Combination, the
specific impact is not readily determinable as of the date of the financial
statements. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

The military conflict commenced in February 2022 by the Russian Federation in Ukraine has created and is expected to create further global economic consequences, including but not limited to the possibility of extreme volatility and disruptions in the financial markets, diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in inflation rates and uncertainty about economic and political stability. Such global consequences may materially and adversely affect our ability to consummate an initial Business Combination, or the operations of a target business with which we ultimately consummate an initial Business Combination. In addition, our ability to consummate an initial Business Combination may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to us or at all. The impact of this action and related sanctions on the global economy and the specific impact on our financial position, results of operations and/or ability to consummate an initial Business Combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

In connection with the Company's assessment of going concern considerations in accordance with FASB ASC Topic 205-40, "Presentation of Financial Statements-Going Concern," management has evaluated the Company's liquidity and financial condition and determined that it may not be sufficient to meet the Company's obligation over the period of twelve months from the issuance date of the financial statements. The Company's sponsor has agreed to provide support to enable the Company to continue its operations and meet its potential obligations over over a period of one year from the issuance date of these financial statements. Management believes current working capital, and the support from its Sponsor, provides sufficient capital to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of those financial statements and therefore substantial doubt has been alleviated.


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Off-Balance
Sheet Arrangements

We did not have any
off-balance
sheet arrangements as of September 30, 2022.

Contractual Obligations

We do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or other long-term liabilities, other than an agreement to pay the Sponsor a monthly fee of $10,000 for office space, secretarial and administrative support. We began incurring these fees on September 28, 2021 and will continue to incur these fees monthly until the earlier of the completion of our initial Business Combination and our liquidation.

The underwriters of our Initial Public Offering are entitled to a deferred underwriting commission of $0.35 per unit, or $9,628,500 in the aggregate. Subject to the terms of the underwriting agreement, (i) the deferred underwriting commission was placed in the Trust Account and will be released to the underwriters only upon the completion of our initial Business Combination and (ii) the deferred underwriting commission will be waived by the underwriters in the event that we do not complete a Business Combination.

Critical Accounting Policies and Estimates

The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

Net income (loss) Per Common Stock Shares



We apply the
two-class
method in calculating net income per share of common stock. The contractual
formula utilized to calculate the redemption amount approximates fair value. The
class feature to redeem at fair value means that there is effectively only one
class of stock. Changes in fair value are not considered a dividend for the
purposes of the numerator in the earnings per share calculation. Net income per
share of common stock is computed by dividing the pro rata net income between
the shares of Class A common stock and the shares of Class B common stock by the
weighted average number of shares common stock outstanding for each of the
periods. The calculation of diluted income per share of common stock does not
consider the effect of the warrants and rights issued in connection with our
Initial Public Offering since the exercise of the warrants and rights are
contingent upon the occurrence of future events and the inclusion of such
warrants would be anti-dilutive. The warrants are exercisable for 21,257,000
shares of Class A common stock in the aggregate.

Common Stock Subject to Possible Redemption

We account for our shares of common stock subject to possible redemption in accordance with ASC 480. In accordance with the SEC and its staff's guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within our control require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity's equity instruments, are excluded from the provisions of ASC 480.



All of our shares of Class A common stock sold as part of the units in our
Initial Public Offering contain a redemption feature which allows for the
redemption of such public shares in connection with our liquidation if there is
a stockholder vote or tender offer in connection with a business combination and
in connection with certain amendments to our amended and restated certificate of
incorporation. We recognize changes in redemption value immediately as they
occur and adjust the carrying value of redeemable shares of common stock to
equal the redemption value at the end of each reporting period. Increases or
decreases in the carrying amount of redeemable shares of common stock are
affected by charges against additional
paid-in
capital and accumulated deficit.

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Public Warrants and Private Placement Warrants

We account for the public warrants and the private placement warrants in accordance with ASC Topic 815-40, Derivatives and Hedging, Contracts in Entity's Own Equity, under which the warrants do not meet the criteria for equity classification and must be recorded as liabilities. As the warrants meet the definition of a derivative as contemplated in ASC 815, the warrants are measured at fair value at inception and at each reporting date in accordance with ASC 820, "Fair Value Measurement," with changes in fair value recognized in the statements of operations in the period of change. As of September 30, 2022 the private placement warrants were no longer Level 3 inputs, since a quoted price for a similar instrument was used. As of December 31, 2021, the estimated fair value of the public warrants was determined by their public trading price and the estimated fair value of the private placement warrants was determined using a modified Black-Scholes valuation model using Level 3 inputs such as exercise price, stock price, volatility, term, risk-free rate and dividend yield.

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