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    SEC Form 8-K filed

    1/27/21 10:45:44 AM ET
    $BENEU
    Business Services
    Finance
    Get the next $BENEU alert in real time by email
    8-K 1 tm214364d1_8k.htm FORM 8-K

     

     

     

    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 21, 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.)

     

    78 SW 7th Street, Suite 500

    Miami, FL 33130

    (Address of principal executive offices, including zip code)

     

    Registrant’s telephone number, including area code: (561) 467-5200

     

    777 SW 37th Avenue, Suite 510

    Miami, FL 33135-3250

    (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

     

    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 x

      

    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 8.01. Other Events.

     

    As previously reported on a Current Report on Form 8-K of Benessere Capital Acquisition Corp. (the “Company”), on January 7, 2021, 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.

     

    On January 19, 2021, the Underwriters exercised their over-allotment option in full, and the closing of the issuance and sale of the additional 1,500,000 Units (the “Over-Allotment Units”) occurred on January 21, 2021, generating gross proceeds of $15,000,000.

     

    As previously reported on a Current Report on Form 8-K of the Company, on January 7, 2021, simultaneously with the closing of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 360,000 Units (the “Private Placement Units”) to ARC Global Investments LLC (the “Sponsor”) at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $3,600,000. In connection with the closing of the purchase of the Over-Allotment Units, the Company sold an additional 33,750 Private Placement Units to the Sponsor at a price of $10.00 per Private Placement Unit, generating an additional $337,500 of gross proceeds.

     

    An audited balance sheet as of January 7, 2021 reflecting receipt of the net proceeds from the IPO and the sale of the Private Placement Warrants on January 7, 2021, but not the proceeds from the sale of the Over-Allotment Units on January 21, 2021, had been filed on a Current Report on Form 8-K on January 14, 2021.

     

    A copy of the press release issued by the Company announcing the exercise of the over-allotment option is attached hereto as Exhibit 99.1.

     

    Item 9.01. Financial Statement and Exhibits.

     

    (d) Exhibits

     

    Exhibit No.   Description
    99.1   Press Release, dated January 21, 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 27, 2021

     

      BENESSERE CAPITAL ACQUISITION CORP.
       
      By: /s/ Patrick Orlando
        Patrick Orlando
        Chief Executive Officer

     

     

     

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