Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On May 23, 2024, the audit committee of the board of directors of Berenson Acquisition Corp. I (the “Company”) concluded, after discussion with the Company’s management and with the Company’s independent registered public accounting firm, Grant Thornton LLP, that each of the Company’s unaudited financial statements as of 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, 2023, August 9, 2023, and November 9, 2023, respectively, should no longer be relied upon. 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 Company’s Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based upon their evaluation, the 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 material weakness related to the accounting of the Class A common stock subject to redemption as noted above. In light of this material weakness, the Company performed additional analysis as deemed necessary to ensure that the Company’s unaudited interim financial statements were prepared in accordance with U.S. generally accepted accounting principles. To address this material weakness, the 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 advisors.
The Company anticipates filing the Company’s Annual Report on the Form 10-K for the year ended December 31, 2023 (the “Form 10-K”) on or around May 30, 2024. The Company expects to include in the Notes to Financial Statements in the Form 10-K disclosure regarding the restatement of the unaudited condensed Balance Sheets, unaudited condensed Statements of Changes in Redeemable Common Stock and Stockholders’ Deficit, and unaudited condensed Statements of Cash Flows for each of the Reporting Periods.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements.” Any statements contained in this Current Report on Form 8-K that do not describe historical facts may constitute forward-looking statements. In some cases,