SC 13G 1 tm2129348d1_sc13g.htm SC 13G

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. )   *

 

Berenson Acquisition Corp. I

(Name of Issuer)

 

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

083690206***

(Cusip Number)

 

September 30, 2021

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

oRule 13d-1(b)
xRule 13d-1(c)

oRule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

*** (See Item 2(e))

 

(Continued on following pages)

Page 1 of 32 Pages

Exhibit Index Found on Page 30

 

 

 

 

 

 

13G

 

CUSIP No. 083690206  

 

1

NAMES OF REPORTING PERSONS

 

Farallon Capital Partners, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) x**

  ** The reporting persons making this filing hold an aggregate of 2,475,000 Shares (as defined in Item 2), which is 9.9% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.1

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

California

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING
PERSON WITH

 5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

370,000

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

370,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

370,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

¨                                       

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

1.5%

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

1See the Preliminary Note. Excludes 187,500 Shares issuable upon the conversion of 187,500 shares of Class B common stock held by an affiliate of the Reporting Persons. Such shares of Class B common stock are not currently convertible, due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).

 

Page 2 of 32 Pages 

 

 

13G

 

CUSIP No. 083690206  

 

1

NAMES OF REPORTING PERSONS

 

Farallon Capital Institutional Partners, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) x**

  ** The reporting persons making this filing hold an aggregate of 2,475,000 Shares (as defined in Item 2), which is 9.9% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.1

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

California

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING
PERSON WITH

 5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

484,900

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

484,900

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

484,900

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

¨                                         

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

1.9%

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

1See the Preliminary Note. Excludes 187,500 Shares issuable upon the conversion of 187,500 shares of Class B common stock held by an affiliate of the Reporting Persons. Such shares of Class B common stock are not currently convertible, due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).

 

Page 3 of 32 Pages 

 

 

13G

 

CUSIP No. 083690206  

 

1

NAMES OF REPORTING PERSONS

 

Farallon Capital Institutional Partners II, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) x**

  ** The reporting persons making this filing hold an aggregate of 2,475,000 Shares (as defined in Item 2), which is 9.9% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.1

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

California

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING
PERSON WITH

 5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

106,400

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

106,400

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

106,400

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

¨                                        

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.4%

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

1See the Preliminary Note. Excludes 187,500 Shares issuable upon the conversion of 187,500 shares of Class B common stock held by an affiliate of the Reporting Persons. Such shares of Class B common stock are not currently convertible, due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).

 

Page 4 of 32 Pages 

 

 

13G

 

CUSIP No. 083690206  

 

 

1

NAMES OF REPORTING PERSONS

 

Farallon Capital Institutional Partners III, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) x**

  ** The reporting persons making this filing hold an aggregate of 2,475,000 Shares (as defined in Item 2), which is 9.9% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.1

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING
PERSON WITH

 5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

57,700

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

57,700

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

57,700

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

¨                                           

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.2%

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

1See the Preliminary Note. Excludes 187,500 Shares issuable upon the conversion of 187,500 shares of Class B common stock held by an affiliate of the Reporting Persons. Such shares of Class B common stock are not currently convertible, due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).

 

Page 5 of 32 Pages 

 

 

13G

 

CUSIP No. 083690206  

 

1

NAMES OF REPORTING PERSONS

 

Four Crossings Institutional Partners V, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) x**

  ** The reporting persons making this filing hold an aggregate of 2,475,000 Shares (as defined in Item 2), which is 9.9% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.1

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING
PERSON WITH

 5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

74,500

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

74,500

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

74,500

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

¨                                           

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.3%

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

1See the Preliminary Note. Excludes 187,500 Shares issuable upon the conversion of 187,500 shares of Class B common stock held by an affiliate of the Reporting Persons. Such shares of Class B common stock are not currently convertible, due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).

 

Page 6 of 32 Pages 

 

 

13G

 

CUSIP No. 083690206  

 

1

NAMES OF REPORTING PERSONS

 

Farallon Capital Offshore Investors II, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) x**

  ** The reporting persons making this filing hold an aggregate of 2,475,000 Shares (as defined in Item 2), which is 9.9% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.1

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING PERSON WITH

 5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

1,166,200

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

1,166,200

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,166,200

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)

¨                                       

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.7%

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

1See the Preliminary Note. Excludes 187,500 Shares issuable upon the conversion of 187,500 shares of Class B common stock held by an affiliate of the Reporting Persons. Such shares of Class B common stock are not currently convertible, due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).

 

Page 7 of 32 Pages 

 

 

13G

 

CUSIP No. 083690206  

 

1

NAMES OF REPORTING PERSONS

 

Farallon Capital F5 Master I, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) x**

  ** The reporting persons making this filing hold an aggregate of 2,475,000 Shares (as defined in Item 2), which is 9.9% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.1

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING PERSON WITH

 5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

175,000

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

175,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

175,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)

¨                              

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.7%

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

1See the Preliminary Note. Excludes 187,500 Shares issuable upon the conversion of 187,500 shares of Class B common stock held by an affiliate of the Reporting Persons. Such shares of Class B common stock are not currently convertible, due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).

 

Page 8 of 32 Pages 

 

13G

 

CUSIP No. 083690206  

 

1

NAMES OF REPORTING PERSONS

 

Farallon Capital (AM) Investors, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) x**

  ** The reporting persons making this filing hold an aggregate of 2,475,000 Shares (as defined in Item 2), which is 9.9% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.1

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING PERSON WITH

 5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

40,300

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

40,300

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

40,300

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

¨                                    

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.2%

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

1See the Preliminary Note. Excludes 187,500 Shares issuable upon the conversion of 187,500 shares of Class B common stock held by an affiliate of the Reporting Persons. Such shares of Class B common stock are not currently convertible, due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).

 

Page 9 of 32 Pages 

 

 

13G

 

CUSIP No. 083690206  

 

1

NAMES OF REPORTING PERSONS

 

Farallon Partners, L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) x**

  ** The reporting persons making this filing hold an aggregate of 2,475,000 Shares (as defined in Item 2), which is 9.9% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.1

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING PERSON WITH

 5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

2,300,000

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

2,300,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,300,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)

 ¨                                                 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.2%

12

TYPE OF REPORTING PERSON (See Instructions)

 

OO

 

1See the Preliminary Note. Excludes 187,500 Shares issuable upon the conversion of 187,500 shares of Class B common stock held by an affiliate of the Reporting Persons. Such shares of Class B common stock are not currently convertible, due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).

 

Page 10 of 32 Pages 

 

 

13G

 

CUSIP No. 083690206  

 

1

NAMES OF REPORTING PERSONS

 

Farallon Institutional (GP) V, L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) x**

  ** The reporting persons making this filing hold an aggregate of 2,475,000 Shares (as defined in Item 2), which is 9.9% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.1

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING PERSON WITH

 5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

74,500

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

74,500

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

74,500

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

¨                                         

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.3%

12

TYPE OF REPORTING PERSON (See Instructions)

 

OO

 

1See the Preliminary Note. Excludes 187,500 Shares issuable upon the conversion of 187,500 shares of Class B common stock held by an affiliate of the Reporting Persons. Such shares of Class B common stock are not currently convertible, due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).

 

Page 11 of 32 Pages 

 

 

13G

 

CUSIP No. 083690206  

 

1

NAMES OF REPORTING PERSONS

 

Farallon F5 (GP), L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) x**

  **

The reporting persons making this filing hold an aggregate of 2,475,000 Shares (as defined in Item 2), which is 9.9% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.1

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING
PERSON WITH

 5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

175,000

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

175,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

175,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

¨                                       

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.7%

12

TYPE OF REPORTING PERSON (See Instructions)

 

OO

 

1See the Preliminary Note. Excludes 187,500 Shares issuable upon the conversion of 187,500 shares of Class B common stock held by an affiliate of the Reporting Persons. Such shares of Class B common stock are not currently convertible, due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).

 

Page 12 of 32 Pages 

 

 

13G

 

CUSIP No. 083690206  

 

1

NAMES OF REPORTING PERSONS

 

Philip D. Dreyfuss

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) x**

  **

The reporting persons making this filing hold an aggregate of 2,475,000 Shares (as defined in Item 2), which is 9.9% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.1

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING
PERSON WITH

 5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

2,475,000

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

2,475,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,475,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

¨                                       

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.9%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

1See the Preliminary Note. Excludes 187,500 Shares issuable upon the conversion of 187,500 shares of Class B common stock held by an affiliate of the Reporting Persons. Such shares of Class B common stock are not currently convertible, due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).

 

Page 13 of 32 Pages 

 

 

13G

 

CUSIP No. 083690206  

 

1

NAMES OF REPORTING PERSONS

 

Michael B. Fisch

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) x**

  **

The reporting persons making this filing hold an aggregate of 2,475,000 Shares (as defined in Item 2), which is 9.9% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.1

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING
PERSON WITH

 5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

2,475,000

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

2,475,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,475,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

¨                                       

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.9%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

1See the Preliminary Note. Excludes 187,500 Shares issuable upon the conversion of 187,500 shares of Class B common stock held by an affiliate of the Reporting Persons. Such shares of Class B common stock are not currently convertible, due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).

 

Page 14 of 32 Pages 

 

 

13G

 

CUSIP No. 083690206  

 

1

NAMES OF REPORTING PERSONS

 

Richard B. Fried

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) x**

  **

The reporting persons making this filing hold an aggregate of 2,475,000 Shares (as defined in Item 2), which is 9.9% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.1

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING
PERSON WITH

 5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

2,475,000

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

2,475,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,475,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

¨                                       

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.9%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

1See the Preliminary Note. Excludes 187,500 Shares issuable upon the conversion of 187,500 shares of Class B common stock held by an affiliate of the Reporting Persons. Such shares of Class B common stock are not currently convertible, due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).

 

Page 15 of 32 Pages 

 

 

13G

 

CUSIP No. 083690206  

 

1

NAMES OF REPORTING PERSONS

 

Nicolas Giauque

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) x**

  **

The reporting persons making this filing hold an aggregate of 2,475,000 Shares (as defined in Item 2), which is 9.9% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.1

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

France

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING
PERSON WITH

 5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

2,475,000

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

2,475,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,475,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

¨                                       

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.9%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

1See the Preliminary Note. Excludes 187,500 Shares issuable upon the conversion of 187,500 shares of Class B common stock held by an affiliate of the Reporting Persons. Such shares of Class B common stock are not currently convertible, due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).

 

Page 16 of 32 Pages 

 

 

13G

 

CUSIP No. 083690206  

 

1

NAMES OF REPORTING PERSONS

 

David T. Kim

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) x**

  **

The reporting persons making this filing hold an aggregate of 2,475,000 Shares (as defined in Item 2), which is 9.9% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.1

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING
PERSON WITH

 5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

2,475,000

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

2,475,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,475,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

¨                                       

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.9%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

1See the Preliminary Note. Excludes 187,500 Shares issuable upon the conversion of 187,500 shares of Class B common stock held by an affiliate of the Reporting Persons. Such shares of Class B common stock are not currently convertible, due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).

 

Page 17 of 32 Pages 

 

 

13G

 

CUSIP No. 083690206  

 

1

NAMES OF REPORTING PERSONS

 

Michael G. Linn

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) x**

  **

The reporting persons making this filing hold an aggregate of 2,475,000 Shares (as defined in Item 2), which is 9.9% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.1

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING
PERSON WITH

 5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

2,475,000

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

2,475,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,475,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

¨                                       

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.9%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

1See the Preliminary Note. Excludes 187,500 Shares issuable upon the conversion of 187,500 shares of Class B common stock held by an affiliate of the Reporting Persons. Such shares of Class B common stock are not currently convertible, due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).

 

Page 18 of 32 Pages 

 

 

13G

 

CUSIP No. 083690206  

 

1

NAMES OF REPORTING PERSONS

 

Rajiv A. Patel

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) x**

  **

The reporting persons making this filing hold an aggregate of 2,475,000 Shares (as defined in Item 2), which is 9.9% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.1

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING
PERSON WITH

 5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

2,475,000

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

2,475,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,475,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

¨                                       

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.9%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

1See the Preliminary Note. Excludes 187,500 Shares issuable upon the conversion of 187,500 shares of Class B common stock held by an affiliate of the Reporting Persons. Such shares of Class B common stock are not currently convertible, due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).

 

Page 19 of 32 Pages 

 

 

13G

 

CUSIP No. 083690206  

 

1

NAMES OF REPORTING PERSONS

 

Thomas G. Roberts, Jr.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) x**

  **

The reporting persons making this filing hold an aggregate of 2,475,000 Shares (as defined in Item 2), which is 9.9% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.1

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING
PERSON WITH

 5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

2,475,000

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

2,475,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,475,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

¨                                       

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.9%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

1See the Preliminary Note. Excludes 187,500 Shares issuable upon the conversion of 187,500 shares of Class B common stock held by an affiliate of the Reporting Persons. Such shares of Class B common stock are not currently convertible, due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).

 

Page 20 of 32 Pages 

 

 

13G

 

CUSIP No. 083690206  

 

1

NAMES OF REPORTING PERSONS

 

William Seybold

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) x**

  **

The reporting persons making this filing hold an aggregate of 2,475,000 Shares (as defined in Item 2), which is 9.9% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.1

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING
PERSON WITH

 5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

2,475,000

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

2,475,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,475,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

¨                                       

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.9%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

1See the Preliminary Note. Excludes 187,500 Shares issuable upon the conversion of 187,500 shares of Class B common stock held by an affiliate of the Reporting Persons. Such shares of Class B common stock are not currently convertible, due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).

 

Page 21 of 32 Pages 

 

 

13G

 

CUSIP No. 083690206  

 

1

NAMES OF REPORTING PERSONS

 

Andrew J. M. Spokes

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) x**

  **

The reporting persons making this filing hold an aggregate of 2,475,000 Shares (as defined in Item 2), which is 9.9% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.1

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United Kingdom

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING
PERSON WITH

 5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

2,475,000

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

2,475,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,475,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

¨                                       

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.9%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

1See the Preliminary Note. Excludes 187,500 Shares issuable upon the conversion of 187,500 shares of Class B common stock held by an affiliate of the Reporting Persons. Such shares of Class B common stock are not currently convertible, due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).

 

Page 22 of 32 Pages 

 

 

13G

CUSIP No. 083690206  

  

1

NAMES OF REPORTING PERSONS

 

John R. Warren

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) x**

  **

 

The reporting persons making this filing hold an aggregate of 2,475,000 Shares (as defined in Item 2), which is 9.9% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.1

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING
PERSON WITH

 5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

2,475,000

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

2,475,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,475,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

¨                                       

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.9%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

  

1See the Preliminary Note. Excludes 187,500 Shares issuable upon the conversion of 187,500 shares of Class B common stock held by an affiliate of the Reporting Persons. Such shares of Class B common stock are not currently convertible, due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).

 

 Page 23 of 32 Pages

 

 

13G

CUSIP No. 083690206  

  

1

NAMES OF REPORTING PERSONS

 

Mark C. Wehrly

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) x**

  **

 

The reporting persons making this filing hold an aggregate of 2,475,000 Shares (as defined in Item 2), which is 9.9% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.1

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING
PERSON WITH

 5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

2,475,000

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

2,475,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,475,000

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

¨                                       

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.9%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

1See the Preliminary Note. Excludes 187,500 Shares issuable upon the conversion of 187,500 shares of Class B common stock held by an affiliate of the Reporting Persons. Such shares of Class B common stock are not currently convertible, due to the Beneficial Ownership Limitation (as defined in the Preliminary Note).

 

 Page 24 of 32 Pages

 

 

Preliminary Note:

 

As of the date hereof, the Farallon Funds hold an aggregate of 2,475,000 Shares. Also as of the date hereof, an investment vehicle of which the Farallon Funds are members and that is managed by Farallon Capital Management, L.L.C. holds 187,500 shares of Class B common stock of the Company (“Class B Common Stock”). Each share of Class B Common Stock is convertible at the holder’s option into one Share.

 

The shares of Class B Common Stock held by such investment vehicle are subject to a contractual provision stating that such shares may not be converted into Shares to the extent that, after giving effect to such conversion, such investment vehicle and the Reporting Persons would beneficially own in the aggregate, more than 9.9% of the Shares then issued and outstanding (the “Beneficial Ownership Limitation”).  Due to the Beneficial Ownership Limitation, as of the date hereof none of the 187,500 shares of Class B Common Stock held by such investment vehicle are convertible into Shares.

 

Capitalized terms used in this Preliminary Note without definitions have the meanings ascribed to them below.

 

Item 1.Issuer

 

(a)Name of Issuer:

 

 Berenson Acquisition Corp. I (the “Company”)

 

(b)Address of Issuer’s Principal Executive Offices:

 

 667 Madison Avenue, 18th Floor

New York, NY 10065

 

Item 2.Identity and Background

 

Title of Class of Securities and CUSIP Number (Items 2(d) and (e))

 

This statement relates to shares of Class A ordinary shares, par value $0.0001 per share (the “Shares”), of the Company. As of the date of this Schedule 13G, a CUSIP number for the Shares is not available. The CUSIP number for the Company’s Units is 083690206.

 

Name of Persons Filing, Address of Principal Business Office and Citizenship (Items 2(a), (b) and (c))

 

This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”.

 

 Page 25 of 32 Pages

 

 

The Farallon Funds

 

(i)Farallon Capital Partners, L.P., a California limited partnership (“FCP”), with respect to the Shares held by it;

 

(ii)Farallon Capital Institutional Partners, L.P., a California limited partnership (“FCIP”), with respect to the Shares held by it;

 

(iii)Farallon Capital Institutional Partners II, L.P., a California limited partnership (“FCIP II”), with respect to the Shares held by it;

 

(iv)Farallon Capital Institutional Partners III, L.P., a Delaware limited partnership (“FCIP III”), with respect to the Shares held by it;

 

(v)Four Crossings Institutional Partners V, L.P., a Delaware limited partnership (“FCIP V”), with respect to the Shares held by it;

 

(vi)Farallon Capital Offshore Investors II, L.P., a Cayman Islands exempted limited partnership (“FCOI II”), with respect to the Shares held by it;

 

(vii)Farallon Capital F5 Master I, L.P., a Cayman Islands exempted limited partnership (“F5MI”), with respect to the Shares held by it; and

 

(viii)Farallon Capital (AM) Investors, L.P., a Delaware limited partnership (“FCAMI”), with respect to the Shares held by it.

 

FCP, FCIP, FCIP II, FCIP III, FCIP V, FCOI II, F5MI and FCAMI are together referred to herein as the “Farallon Funds.”

 

The Farallon General Partner

 

(ix)Farallon Partners, L.L.C., a Delaware limited liability company (the “Farallon General Partner”), which is (i) the general partner of each of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI, and (ii) the sole member of the FCIP V General Partner (as defined below), with respect to the Shares held by each of the Farallon Funds other than F5MI.

 

The FCIP V General Partner

 

(x)Farallon Institutional (GP) V, L.L.C., a Delaware limited liability company (the “FCIP V General Partner”), which is the general partner of FCIP V, with respect to the Shares held by FCIP V.

 


The F5MI General Partner

 

(xi)Farallon F5 (GP), L.L.C., a Delaware limited liability company (the “F5MI General Partner”), which is the general partner of F5MI, with respect to the Shares held by F5MI.

 

 Page 26 of 32 Pages

 

 

The Farallon Individual Reporting Persons

 

(xii)The following persons, each of whom is a managing member or senior managing member, as the case may be, of the Farallon General Partner, and a manager or senior manager, as the case may be, of the FCIP V General Partner and the F5MI General Partner, with respect to the Shares held by the Farallon Funds: Philip D. Dreyfuss (“Dreyfuss”); Michael B. Fisch (“Fisch”); Richard B. Fried (“Fried”); Nicolas Giauque (“Giauque”); David T. Kim (“Kim”); Michael G. Linn (“Linn”); Rajiv A. Patel (“Patel”); Thomas G. Roberts, Jr. (“Roberts”); William Seybold (“Seybold”); Andrew J. M. Spokes (“Spokes”); John R. Warren (“Warren”); and Mark C. Wehrly (“Wehrly”).

 

Dreyfuss, Fisch, Fried, Giauque, Kim, Linn, Patel, Roberts, Seybold, Spokes, Warren and Wehrly are together referred to herein as the “Farallon Individual Reporting Persons.”

 

The citizenship of each of the Farallon Funds, the Farallon General Partner, the FCIP V General Partner and the F5MI General Partner is set forth above. Each of the Farallon Individual Reporting Persons, other than Giauque and Spokes, is a citizen of the United States. Giauque is a citizen of France. Spokes is a citizen of the United Kingdom. The address of the principal business office of each of the Reporting Persons is c/o Farallon Capital Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco, California 94111.

 

Item 3.If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing Is an Entity Specified in (a) - (k):

 

Not applicable.

 

Item 4.Ownership

 

The information required by Items 4(a) – (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person.

 

The Shares reported hereby for the respective Farallon Funds are held directly by the respective Farallon Funds. The Farallon General Partner, as the general partner of each of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI, and as the sole member of the FCIP V General Partner, may be deemed to be a beneficial owner of such Shares held by the Farallon Funds other than F5MI. The FCIP V General Partner, as the general partner of FCIP V, may be deemed to be a beneficial owner of such Shares held by FCIP V. The F5MI General Partner, as the general partner of F5MI, may be deemed to be a beneficial owner of such Shares held by F5MI. Each of the Farallon Individual Reporting Persons, as a managing member or senior managing member, as the case may be, of the Farallon General Partner, and as a manager or senior manager, as the case may be, of the FCIP V General Partner and the F5MI General Partner, in each case with the power to exercise investment discretion, may be deemed to be a beneficial owner of such Shares held by the Farallon Funds. Each of the Farallon General Partner, the FCIP V General Partner, the F5MI General Partner and the Farallon Individual Reporting Persons hereby disclaims any beneficial ownership of any such Shares.

 

 Page 27 of 32 Pages

 

 

Item 5.Ownership of Five Percent or Less of a Class

 

If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be a beneficial owner of more than five percent of the class of securities, check the following: ¨

 

Item 6.Ownership of More than Five Percent on Behalf of Another Person

 

Not applicable.

 

Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

 

Not applicable.

 

Item 8.Identification and Classification of Members of the Group

 

The Reporting Persons are filing this Schedule 13G pursuant to Section 240.13d-1(c). Consistent with Item 2 of the cover page for each Reporting Person above, the Reporting Persons neither disclaim nor affirm the existence of a group among them.

 

Item 9.Notice of Dissolution of Group

 

Not applicable.

 

Item 10.Certification

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

 

 Page 28 of 32 Pages

 

 

SIGNATURES

 

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated: October 8, 2021

 

  /s/ Michael B. Fisch
  FARALLON PARTNERS, L.L.C.,
  On its own behalf and
  As the General Partner of
  FARALLON CAPITAL PARTNERS, L.P.,
  FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,
  FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
  FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,
  Farallon Capital Offshore Investors II, L.P., and
  FARALLON CAPITAL (AM) INVESTORS, L.P.
  By: Michael B. Fisch, Managing Member
   
  /s/ Michael B. Fisch
  FARALLON INSTITUTIONAL (GP) V, L.L.C.,
  On its own behalf and
  As the General Partner of
  FOUR CROSSINGS INSTITUTIONAL PARTNERS V, L.P.
  By: Michael B. Fisch, Manager
   
  /s/ Michael B. Fisch
  FARALLON F5 (GP), L.L.C.,
  On its own behalf and
  As the General Partner of
  FARALLON CAPITAL F5 MASTER I, L.P.
  By: Michael B. Fisch, Manager
   
  /s/ Michael B. Fisch
  Michael B. Fisch, individually and as attorney-in-fact for each of Philip D. Dreyfuss, Richard B. Fried, Nicolas Giauque, David T. Kim, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., William Seybold, Andrew J. M. Spokes, John R. Warren and Mark C. Wehrly

 

The Powers of Attorney executed by each of Dreyfuss, Fried, Kim, Linn, Patel, Roberts, Seybold, Spokes, Warren and Wehrly authorizing Fisch to sign and file this Schedule 13G on his behalf, which were filed as exhibits to the Schedule 13G filed with the Securities and Exchange Commission on February 13, 2020 by such Reporting Persons with respect to the Common Stock of Broadmark Realty Capital Inc., are hereby incorporated by reference. The Power of Attorney executed by Giauque authorizing Fisch to sign and file this Schedule 13G on his behalf, which was filed as an exhibit to the Schedule 13G filed with the Securities and Exchange Commission on August 12, 2021 by such Reporting Person with respect to the Class A Ordinary Shares of Metals Acquisition Corp, is hereby incorporated by reference.

 

 Page 29 of 32 Pages

 

 

EXHIBIT INDEX

 

EXHIBIT 1 Joint Acquisition Statement Pursuant to Section 240.13d-1(k)

 

 Page 30 of 32 Pages