UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Emerging growth company
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| Item 8.01 | Other Events. |
As previously disclosed in the filings of Benessere Capital Acquisition Corp., a Delaware corporation (the “Company”) with the Securities and Exchange Commission (the “SEC”), in November 2021, the Company and BCAC Holdings Inc. entered into an Agreement and Plan of Merger (the “Merger Agreement”) with eCombustible Energy LLC (“eCombustible”). On February 11, 2022, BCAC Holdings filed a registration statement on Form S-4 in connection with the proposed business combination with eCombustible, which was reviewed by the SEC and amended on each of April 22, 2022 and May 16, 2022 (the “Registration Statement”). In June 2022, the Company received a subpoena from the SEC seeking various documents regarding, among other things, meetings of its Board of Directors; communications with and the evaluation of potential targets, including eCombustible; information relating to eCombustible; and agreements with certain advisors and affiliates. In connection with the foregoing investigation, the SEC issued an order of examination pursuant to Section 8(e) of the Securities Act with respect to the Registration Statement, and a further subpoena to each of the Company and BCAC Holdings in support thereof. Those subpoenas seek additional documents and information with respect to, among other things, our diligence efforts in examining potential targets other than eCombustible, our communications with respect thereto, and relationships between and among certain of BCAC Holdings and our officers and directors, on the one hand, and other entities (including our Sponsor and the underwriter of our initial public offering) on the other. On June 16, 2022, certain directors of the Company were issued subpoenas by a federal grand jury sitting in the Southern District of New York in connection with an investigation involving Digital World Acquisition Corp. These subpoenas, and the underlying investigations by the Department of Justice and the SEC, have delayed the SEC’s review of the Registration Statement.
On October 8, 2022, the Company received written notice that eCombustible had terminated the Merger Agreement. On October 17, 2022, the Company’s sponsor informed the Company that it would not be making additional monthly contributions to the Company’s trust account in connection with the additional extension period approved by the Company’s stockholders on July 7, 2022. In view of all of the factors described above, the Company’s board of directors has determined to dissolve and liquidate in accordance with its charter and will redeem all of its outstanding shares of Class A common stock that were included in the units issued in its initial public offering (the “Public Shares”), at a per-share redemption price of approximately $10.45.
In order to provide for the disbursement of funds from the trust account, the Company will promptly instruct the trustee of the Trust Account to take all necessary actions to immediately liquidate the trust account. The proceeds of the trust account will be held in a non-interest bearing account while awaiting disbursement to the holders of the Public Shares. Holders of Public Shares may redeem their shares for their pro rata portion of the proceeds of the trust account, including interest (net of amounts withdrawn by the Company to pay its taxes and less up to $100,000 of such net interest to pay dissolution expenses) by delivering their Public Shares to Continental Stock Transfer & Trust Company, the Company’s transfer agent. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the redemption amount. The redemption of the Public Shares will be effected within ten (10) business days after October 17, 2022.
The Company’s initial stockholders have waived their redemption rights with respect to the outstanding shares of common stock issued prior to the Company’s initial public offering or in a private placement in connection with the closing of the Company’s initial public offering.
There will be no redemption rights or liquidating distributions with respect to the Company’s warrants and rights, which will expire worthless.
On October 21, 2022, the Company issued a press release announcing the liquidation of the trust account and the dissolution of the Company. The press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description of Exhibits | |
| 99.1 | Press Release dated October 21, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
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.
| Benessere Capital Acquisition Corp. | ||
| By: | /s/ Patrick Orlando | |
| Name: | Patrick Orlando | |
| Title: | Chief Executive Officer | |
Dated: October 21, 2022
Exhibit 99.1
Benessere Capital Acquisition Corp. Announces Liquidation
NEW YORK, October 21, 2022 (GLOBE NEWSWIRE) – Benessere Capital Acquisition Corp. (“Benessere” or the “Company”) (Nasdaq: BENE) announced today that, in view of the recent termination of the Company’s proposed business combination with eCombustible Energy LLC, ongoing regulatory investigations, and the Company’s sponsor not making additional monthly contributions to the Company’s trust account in connection with the additional extension period approved by the Company’s stockholders on July 7, 2022, the Company’s board of directors has determined to dissolve and liquidate in accordance with its charter and will redeem all of its outstanding shares of Class A common stock that were included in the units issued in its initial public offering (the “Public Shares”), at a per-share redemption price of approximately $10.45.
In order to provide for the disbursement of funds from the Company’s trust account, the Company has instructed Continental Stock Transfer & Trust Company, the trustee of the trust account and the Company’s transfer agent, to take all necessary actions to immediately liquidate the trust account. The proceeds of the trust account will be held in a non-interest bearing account while awaiting disbursement to the holders of the Public Shares. Holders of Public Shares may redeem their shares for their pro rata portion of the proceeds of the trust account, including interest (net of amounts withdrawn by the Company to pay its taxes and less up to $100,000 of such net interest to pay dissolution expenses) by delivering their Public Shares to Continental Stock Transfer & Trust Company. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the redemption amount. The redemption of the Public Shares will be effected within ten (10) business days after October 17, 2022.
The Company’s initial stockholders have waived their redemption rights with respect to the outstanding shares of common stock issued prior to the Company’s initial public offering or in a private placement in connection with the closing of the Company’s initial public offering.
There will be no redemption rights or liquidating distributions with respect to the Company’s warrants and rights, which will expire worthless.
About Benessere
Benessere is a blank check company 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. Benessere’s strategy is to identify and complete business combinations with technology-focused middle market and emerging growth companies in North, Central and South America. For more information, please visit www.benespac.com.
Forward-Looking Statements
This press release may include, and oral statements made from time to time by representatives of the Company may include, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements regarding possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the Securities and Exchange Commission (the “SEC”). All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s initial public offering and the Company’s periodic reports and current reports filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
No Offer or Solicitation
This communication shall 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 jurisdiction in which the offer, solicitation or sale would be unlawful prior to the 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 of 1933, as amended.
Media Contact
Benessere Capital Acquisition Corp.
info@beneinvest.com