Blog: BENESSERE CAPITAL ACQUISITION CORP. : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – marketscreener.com

Item 7.01 Regulation FD Disclosure.

On November 23, 2021, Benessere Capital Acquisition Corp. a Delaware corporation
(the “Company”), entered into an Agreement and Plan of Merger (the “Merger
Agreement”) by and among (i) the Company, (ii) BCAC Holdings Inc., a Delaware
corporation (“Pubco”), (iii) BCAC Purchaser Merger Sub Inc., a Delaware
corporation and a wholly-owned subsidiary of Pubco (“Purchaser Merger Sub”),
(iv) BCAC Company Merger Sub LLC, a Delaware limited liability company and a
wholly-owned subsidiary of Pubco (“Company Merger Sub”), (v) BCAC Purchaser Rep
LLC, a Delaware limited liability company (the “Purchaser Representative”), in
the capacity as the representative for the equity holders of Pubco (other than
certain holders of eCombustible securities), (vi) Jorge Arevalo in the capacity
as the representative for certain security holders of eCombustible (the “Seller
Representative”) and (vii) eCombustible Energy LLC, a Delaware limited liability
company (“eCombustible”).

Pursuant to the Merger Agreement, and subject to the terms and conditions set
forth therein, upon the consummation of the transactions contemplated thereby
(the “Closing”), the following shall occur: (i) Purchaser Merger Sub will merge
with and into the Company, with the Company continuing as the surviving entity,
and with security holders of the Company receiving securities of Pubco with
terms substantially equivalent to the terms of the Company’s securities; (ii)
Company Merger Sub will merge with and into eCombustible, with security holders
of eCombustible receiving shares of common stock of Pubco; and (iii) as a result
of the foregoing mergers in (i) and (ii) above, the Company and eCombustible
will become wholly-owned subsidiaries of Pubco, and Pubco will become a publicly
traded company (together, and collectively, the transactions in (i), (ii) and
(iii) in the preceding shall constitute the “Business Combination”).

On November 24, 2021, the Company and eCombustible issued a press release
announcing their execution of the Merger Agreement. A copy of the press release
is furnished hereto as Exhibit 99.1, and is incorporated herein by reference.

The information in this Item 7.01 and Exhibit 99.1 attached hereto will not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act,
except as expressly set forth by specific reference in such filing.

Important Information About the Business Combination and Where to Find It

In connection with the Merger Agreement and the proposed Business Combination,
the Company intends to file with the U.S. Securities and Exchange Commission
(the “SEC”) a registration statement on Form S-4 (the “Registration Statement”),
which will include a proxy statement/prospectus. The Company’s stockholders and
other interested persons are advised to read, when available, the preliminary
proxy statement/prospectus and the amendments thereto and the definitive proxy
statement/prospectus and documents incorporated by reference therein filed in
connection with the Business Combination, as these materials will contain
important information about the Company, eCombustible, the Merger Agreement and
the Business Combination. When available, the definitive proxy
statement/prospectus and other relevant materials for the Business Combination
will be mailed to stockholders of the Company as of a record date to be
established for voting on the Business Combination. Stockholders of the Company
will also be able to obtain copies of the Registration Statement, the
preliminary proxy statement/prospectus, the definitive proxy
statement/prospectus and other documents filed with the SEC that will be
incorporated by reference therein, without charge, once available, at the SEC’s
website at http://www.sec.gov, or by directing a request to: Benessere Capital
Acquisition Corp., 78 SW 7th Street, Unit 800, Miami, FL 33130, Attention:
Patrick Orlando.

Participants in the Solicitation

The Company, eCombustible and their respective directors, executive officers,
other members of management and employees may be deemed participants in the
solicitation of proxies from the Company’s stockholders with respect to the
Business Combination. Investors and securityholders may obtain more detailed
information regarding the names and interests in the Business Combination of the
Company’s directors and officers in the Company’s filings with the SEC,
including the Registration Statement, and such information with respect to
eCombustible’s directors and executive officers will also be included in the
Registration Statement.




Forward-Looking Statements



This Current Report on Form 8-K contains certain forward-looking statements
within the meaning of the federal securities laws with respect to the proposed
Business Combination between eCombustible and the Company, including (without
limitation) statements regarding the anticipated benefits of the Business
Combination, the anticipated timing of the Business Combination, the implied
enterprise value and pro forma ownership, future financial condition and
performance of eCombustible and the combined company after the Closing and
expected financial impacts of the Business Combination, the satisfaction of
closing conditions to the Business Combination, the level of redemptions of the
Company’s public stockholders, the potential benefits of eCombustible’s solution
for customers and potential customers, the products and markets of eCombustible
and the expected future performance and market opportunities of eCombustible.
These forward-looking statements are generally identified by the words
“believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,”
“future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,”
“will continue,” “will likely result” and similar expressions, but the absence
of these words does not mean that a statement is not forward-looking.
Forward-looking statements are predictions, projections and other statements
about future events that are based on current expectations and assumptions and,
as a result, are subject to risks and uncertainties.

Many factors could cause actual future events to differ materially from the
forward-looking statements in this Current Report on Form 8-K, including, but
not limited to, the following factors: (i) the risk that the Business
Combination may not be completed in a timely manner, or at all, which may
adversely affect the price of the Company’s securities; (ii) the risk that the
Business Combination may not be completed by the Company’s business combination
deadline and the potential failure to obtain an extension of the business
combination deadline if sought by the Company; (iii) the failure to satisfy the
conditions to the consummation of the Business Combination, including the
approval of the Merger Agreement by the stockholders of the Company; (iv) the
occurrence of any event, change or other circumstance that could give rise to
the termination of the Merger Agreement; (v) Company stockholder redemptions
exceeding a maximum threshold or the failure to meet The Nasdaq Stock Market’s
initial listing standards in connection with the consummation of the
contemplated transactions; (vi) the effect of the announcement or pendency of
the Business Combination on eCombustible’s business relationships, operating
results, prospects and business generally; (vii) risks that the proposed
Business Combination disrupts current plans and operations of eCombustible;
(viii) the outcome of any legal proceedings that may be instituted against
eCombustible or against the Company related to the Merger Agreement or the
proposed Business Combination; (ix) changes in the energy markets in which
eCombustible competes, including with respect to its competitive landscape,
technology evolution or regulatory changes, (x) changes in domestic and global
general economic conditions; (xi) the risk that eCombustible is not able to
recognize revenue for its products or secure additional contracts that generate
revenue; (xii) the risk that eCombustible may not be able to execute its growth
strategies; (xiii) risks related to the ongoing COVID-19 pandemic and response;
(xiv) risk that eCombustible may not be able to develop and maintain effective
internal controls; (xv) costs related to the Business Combination and the
failure to realize anticipated benefits of the Business Combination or to
realize estimated pro forma results and underlying assumptions, including with
respect to estimated stockholder redemptions; and (xvi) risks related to
competition in the markets in which eCombustible intends to compete; and (xvii)
risks related to the early stage of eCombustible’s business; and (xviii) those
factors discussed in the Company’s filings with the SEC and that that will be
contained in the Registration Statement relating to the proposed Business
Combination.

The foregoing list of factors is not exhaustive. You should carefully consider
the foregoing factors and the other risks and uncertainties that will be
described in the “Risk Factors” section of the Registration Statement and other
documents to be filed by the Company from time to time with the SEC. These
filings identify and address other important risks and uncertainties that could
cause actual events and results to differ materially from those contained in the
forward-looking statements. Forward-looking statements speak only as of the date
they are made. Readers are cautioned not to put undue reliance on
forward-looking statements, and while the Company and eCombustible may elect to
update these forward-looking statements at some point in the future, they assume
no obligation to update or revise these forward-looking statements, whether as a
result of new information, future events or otherwise. Neither of the Company
nor eCombustible gives any assurance that the Company or eCombustible, or the
combined company, will achieve its expectations.



No Offer or Solicitation


This Current Report on Form 8-K will not constitute a solicitation of a proxy,
consent or authorization with respect to any securities or in respect of the
Business Combination. This Current Report on Form 8-K will also not constitute
an offer to sell, or the solicitation of an offer to buy, any securities, nor
will there be any sale of securities in any states or jurisdictions in which
such offer, solicitation or sale would be unlawful prior to registration or
qualification under the applicable securities laws of any such jurisdiction. No
offering of securities will be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act, or an exemption therefrom.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is furnished with this Form 8-K:




Exhibit
  No.      Description of Exhibits
  99.1       Press Release dated November 24, 2021
104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document).

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