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    Benessere Capital Acquisition Corp. filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Other Events, Financial Statements and Exhibits

    9/1/22 5:03:36 PM ET
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    Consumer Electronics/Appliances
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    8-K
    false 0001828735 0001828735 2022-08-23 2022-08-23 0001828735 bene:UnitsEachConsistingOfOneClassACommonStockOneRightAndThreeFourthRedeemableWarrantMember 2022-08-23 2022-08-23 0001828735 bene:CommonClassaSubjectToRedemptionMember 2022-08-23 2022-08-23 0001828735 bene:RightsExchangeableIntoOneTenthOfOneShareClassACommonStockMember 2022-08-23 2022-08-23 0001828735 bene:WarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceMember 2022-08-23 2022-08-23

     

     

    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): August 23, 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

    (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 3.01

    Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

    On August 23, 2022, Benessere Capital Acquisition Corp. (the “Company”) received a notice (the “Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”) because the Company failed to timely file its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022 (the “Form 10-Q”), with the Securities and Exchange Commission (the “SEC”). The Rule requires listed companies to timely file all required periodic financial reports with the SEC.

    On August 31, 2022, the Company received a letter (the “Letter”) from the Staff informing the Company that the Staff determined that the Company had regained compliance with the Rule as a result of the Company’s filing of the Form 10-Q with the SEC on August 24, 2022. As the Company has regained compliance, the Letter confirmed that the matter is now closed.

     

    Item 8.01

    Other Events.

    On September 1, 2022, the Company issued a press release announcing its receipt of the Notice and the Letter. 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.

    On September 1, 2022, the Company issued a press release announcing its receipt of the Notice and the Letter. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

    (d)                     Exhibits

     

    99.1    Press Release, dated September 1, 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: September 1, 2022

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