Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed on a Current Report on Form 8-K filed with the
Securities and Exchange Commission on July 7, 2022, Benessere Capital
Acquisition Corp. (the "Company") held a special meeting of stockholders (the
"Meeting"), which was adjourned until July 8, 2022 to confirm voting results by
the inspector of election. At the Meeting, the Company's stockholders approved
an amendment to the Company's amended and restated certificate of incorporation
to extend the date by which the Company must consummate its initial business
combination from July 7, 2022 to January 7, 2023, or such earlier date as
determined by the Company's board of directors (the "Extension").
In connection with the Meeting, the Company extended the deadline for holders of
the Company's Class A common stock issued in the Company's initial public
offering to submit their shares for redemption in connection with the extension
to 5:00 p.m. Eastern Time on Thursday, July 14, 2022. As of such time,
stockholders holding 3,408,684 shares of the Company's Class A common stock
exercised their right to redeem such shares for a pro rata portion of the funds
in the Company's trust account. As a result, approximately $35,279,879.40
(approximately $10.35 per share) will be removed from the Company's trust
account to pay such holders.
On July 15, 2022, the Company issued a promissory note (the "Note") in the
principal amount of up to $1,384,161 to ARC Global Investments LLC (the
"Sponsor"), pursuant to which the Sponsor loaned to the Company up to $1,384,161
(the "Extension Funds") to deposit into the Company's trust account for each
share of the Company's Class A common stock ("Public Share") that was not
redeemed in connection with the Extension.
The Company will cause the Extension Funds to be deposited into the Trust
Account, which equates to approximately $0.033 per remaining Public Share, for
each month past July 7, 2022 until January 7, 2023 that the Company needs to
complete an initial business combination (the "Initial Business Combination"),
and such amount will be distributed either to: (i) all of the holders of Public
Shares upon the Company's liquidation or (ii) holders of Public Shares who elect
to have their shares redeemed in connection with the consummation of the Initial
Business Combination. As of July 15, 2022, an aggregate of $228,386.57 had been
deposited into trust to support the first month of Extension.
The Notes bear no interest and are repayable in full upon the earlier of (a) the
date of the consummation of the Company's initial business combination, or
(b) the date of the liquidation of the Company.
The issuance of the Note was made pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description is qualified in its entirety by reference to the Note,
a copy of which is attached as Exhibit 10.1 hereto and are incorporated herein
by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under
an Off-balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference in this Item 2.03.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The disclosure contained in Item 1.01 of this Current Report
on Form 8-K is incorporated by reference in this Item 5.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
Exhibit
No. Description of Exhibits
10.1 Promissory Note issued to ARC Global Investments LLC.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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