8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 28, 2022

Benessere Capital Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware	001-39836	85-3223033
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3109 Grand Avenue #440

Miami, FL 33130

(Address of principal executive offices, including zip code)

(561) 467-5200

Registrant’s telephone number, including area code

78 SW 7th Street, Unit 800

Miami, FL 33130

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock, one Right and three-fourths of one Redeemable Warrant	BENEU	The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share	BENE	The Nasdaq Stock Market LLC
Rights, exchangeable into one-tenth of one share of Class A Common Stock	BENER	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share Class A Common Stock for $11.50 per share	BENEW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01 Other Events.

On October 28, 2022, Benessere Capital Acquisition Corp. (the “Company”) issued a press release announcing that the effective time for redeeming all of its outstanding shares of Class A common stock in connection with the Company’s liquidation will be the close of business on October 31, 2022. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit     No.	Description of Exhibits
99.1	Press Release dated October 28, 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 28, 2022

EX-99.1

Exhibit 99.1

Benessere Capital Acquisition Corp. Provides Update on its Intended Liquidation and Redemption of Class A Common Stock

New York, NY, October 28, 2022 — Benessere Capital Acquisition Corp. (“Benessere” or the “Company”) (Nasdaq: BENE) today announced that, further to the prior announcement of its determination to liquidate, the effective date for the Company’s redemption of all of its outstanding shares of Class A common stock (the “Class A Shares”), will be October 31, 2022.

Net of taxes and dissolution expenses, the per-share redemption price for the public shares is expected to be approximately $10.45 (the “Redemption Amount”).

The Company anticipates that the Class A Shares will cease trading as of the close of business on October 31, 2022. As of November 1, 2022, the Class A Shares will be deemed cancelled and will represent only the right to receive the Redemption Amount.

The Redemption Amount will be payable to the holders of the Class A Shares upon presentation of their respective share or unit certificates or other delivery of their shares or units to the Company’s transfer agent, Continental Stock Transfer & Trust Company. Beneficial owners of Class A Shares held in “street name,” however, will not need to take any action in order to receive the Redemption Amount.

There will be no redemption rights or liquidating distributions with respect to the Company’s warrants and rights, which will also cease trading as of the close of business on October 31, 2022. The Company’s initial stockholders have waived their redemption rights with respect to the outstanding shares of Class B common stock issued prior to the Company’s initial public offering.

The Company expects that Nasdaq will file a Form 25 with the U.S. Securities and Exchange Commission to delist its securities.

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 “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. Such forward-looking statements are based on the beliefs and reasonable assumptions of management, and 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 SEC. The Company undertakes no obligation to update any forward-looking statements after the date of this release, except as required by law. 

Media Contact

Benessere Capital Acquisition Corp.

info@beneinvest.com

XML

Document and Entity Information	Oct. 28, 2022
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Oct. 28, 2022
Entity Registrant Name	Benessere Capital Acquisition Corp.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39836
Entity Tax Identification Number	85-3223033
Entity Address, Address Line One	3109 Grand Avenue #440
Entity Address, City or Town	Miami
Entity Address State Or Province	FL
Entity Address, Postal Zip Code	33130
City Area Code	561
Local Phone Number	467-5200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001828735
Amendment Flag	false
Former Address [Member]
Document Information [Line Items]
Entity Address, Address Line One	78 SW 7th Street
Entity Address, Address Line Two	Unit 800
Entity Address, City or Town	Miami
Entity Address State Or Province	FL
Entity Address, Postal Zip Code	33130
Unit Each Consisting Of One Classa Common Stock One Right And Three Fourth Redeemable Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock, one Right and three-fourths of one Redeemable Warrant
Trading Symbol	BENEU
Security Exchange Name	NASDAQ
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one share Class A Common Stock for $11.50 per share
Trading Symbol	BENEW
Security Exchange Name	NASDAQ
Class A Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	BENE
Security Exchange Name	NASDAQ
Rights, exchangeable into one-tenth of one share of Class A Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Rights, exchangeable into one-tenth of one share of Class A Common Stock
Trading Symbol	BENER
Security Exchange Name	NASDAQ