UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
The information set forth in Item 1.02 below is hereby incorporated by reference into this Item 1.01.
| Item 1.02. | Termination of a Material Definitive Agreement |
As previously disclosed, on December 22, 2023, Berenson Acquisition Corp. I, a Delaware corporation (the “Company”) entered into a business combination agreement with Custom Health, Inc., a Delaware corporation (“Custom Health”), and Continental Merger Sub Inc., a Delaware corporation and wholly-owned direct subsidiary of the Company (“Merger Sub”) (as may be amended and/or restated from time to time, the “Business Combination Agreement”). Any capitalized terms used herein but not defined have the meanings ascribed to them in the Business Combination Agreement.
Termination of Business Combination Agreement
On September 17, 2024, the Company and Custom Health entered into a Termination Agreement (the “Termination Agreement”) pursuant to which the Business Combination Agreement was terminated pursuant to Section 9.01(a) of the Business Combination Agreement, effective as of September 17, 2024. The effect of the termination of the Business Combination Agreement is as set forth in Section 9.02 of the Business Combination 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 | ||