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): January 7, 2021
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.) |
777 SW 37th Avenue, Suite 510
Miami, FL 33135-3250
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (561) 467-5200
Not Applicable
(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 of Class A Common Stock at an exercise price of $11.50 | | 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 þ
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 1.01. Entry into a Material Definitive Agreement.
On January 7, 2021, Benessere Acquisition Corp., a Delaware corporation (the “Company”), consummated its initial public offering (the “IPO”) of 10,000,000 units (the “Units”). Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), one right to receive one-tenth (1/10) of one Class A Common Stock upon the consummation of the Company’s initial business combination (“Right”) and three-fourths of one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $100,000,000. The Company granted the underwriters in the IPO a 45-day option to purchase up to 1,500,000 additional Units solely to cover over-allotments, if any.
In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration Statement on Form S-1 (File No. 333-249814) for the IPO, originally filed with the U.S. Securities and Exchange Commission (the “Commission”) on November 3, 2020 (as amended, the “Registration Statement”):
| | ● | An Underwriting Agreement, dated January 4, 2021, by and between the Company and Kingswood Capital Markets, division of Benchmark Investments, Inc., a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. |
| | ● | A Warrant Agreement, dated January 4, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. |
| | ● | A Rights Agreement, dated January 4, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent, a copy of which is attached as Exhibit 4.2 hereto and incorporated herein by reference. |
| | ● | A Letter Agreement, dated January 4, 2021, by and among the Company, its officers and directors and the Company’s sponsor, ARC Global Investments LLC (the “Sponsor”), a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. |
| | ● | An Investment Management Trust Agreement, dated January 4, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. |
| | ● | A Registration Rights Agreement, dated January 4, 2021, by and among the Company and certain security holders, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. |
| | ● | A Unit Subscription Agreement, dated January 4, 2021 (the “Unit Subscription Agreement”), by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. |
| | ● | An Administrative Support Agreement, dated January 4, 2021 (the “Administrative Services Agreement”), by and between the Company and Benessere Enterprises Inc., a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. |
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO, pursuant to the Unit Subscription Agreement, the Company completed the private sale of 360,000 units (the “Private Placement Units”) to the Sponsor at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $3,600,000. The Private Placement Units are identical to the Units sold as part of the Units in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On January 4, 2021, in connection with the IPO, the Company filed its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, effective the same day. The terms of the Amended and Restated Certificate of Incorporation are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended and Restated Certificate of Incorporation is attached as Exhibit 3.1 hereto and incorporated herein by reference.
Item 8.01. Other Events.
A total of $101,500,000, comprised of $97,900,000 of the proceeds from the IPO (which amount includes $3,000,000 of the underwriters’ deferred discount) and $3,600,000 of the proceeds of the sale of the Private Placement Units, was placed in a U.S.-based trust account, maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes (less up to $100,000 interest to pay dissolution expenses), the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of any of the Company’s public shares properly submitted in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of its public shares if the Company does not complete its initial business combination within 12 months from the closing of the IPO or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, and (iii) the redemption of all of the Company’s public shares if it has not completed the initial business combination within 12 months from the closing of the IPO, subject to applicable law.
On January 4, 2021, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On January 7, 2021, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
| Exhibit No. | | Description |
| | | |
| 1.1 | | Underwriting Agreement, dated January 4, 2021, by and between the Company and Kingswood Capital Markets, division of Benchmark Investments, Inc. |
| | | |
| 3.1 | | Amended and Restated Certificate of Incorporation. |
| | | |
| 4.1 | | Warrant Agreement, dated January 4, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. |
| | | |
| 4.2 | | Rights Agreement, dated January 4, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent. |
| | | |
| 10.1 | | Letter Agreement, dated January 4, 2021, by and among the Company, its officers and directors and the Sponsor. |
| | | |
| 10.2 | | Investment Management Trust Agreement, dated January 4, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. |
| | | |
| 10.3 | | Registration Rights Agreement, dated January 4, 2021, by and among the Company and certain security holders. |
| | | |
| 10.4 | | Unit Subscription Agreement, dated January 4, 2021, by and between the Company and the Sponsor. |
| | | |
| 10.5 | | Administrative Support Agreement, dated January 4, 2021, by and between the Company and Benessere Enterprises Inc. |
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| 99.1 | | Press Release, dated January 4, 2021. |
| | | |
| 99.2 | | Press Release, dated January 7, 2021. |
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.
Dated: January 8, 2021
| | BENESSERE CAPITAL ACQUISITION CORP. |
| | |
| | By: | /s/ Patrick Orlando |
| | | Patrick Orlando |
| | | Chief Executive Officer |
