Item 8.01. Other Events
As previously disclosed in Benessere's Preliminary Proxy Statement on Schedule
14A filed on June 8, 2022, Benessere recently received a subpoena from the SEC
seeking various documents regarding, among other things, meetings of our 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 has issued an order of examination pursuant to
Section 8(e) of the Securities Act with respect to BCAC Holdings 's Registration
Statement relating to the Business Combination, and a further subpoena to each
of Benessere 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 Benessere 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, can be expected to delay effectiveness of the Registration
Statement, which could materially delay, materially impede, or prevent the
consummation of the Business Combination. Additionally, any resolution of the
investigation could result in the imposition of significant penalties,
injunctions, prohibitions on the conduct of our business, damage to our
reputation and other sanctions against us.
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