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    SEC Form 8-K filed

    1/29/21 11:19:19 AM ET
    $BENEU
    Business Services
    Finance
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    8-K 1 tm214661d1_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 27, 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

     

    Not Applicable

    (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 of Class A Common Stock at an exercise price of $11.50   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 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.

     

    Separate Trading of Units, Class A Common Stock, Rights and Warrants

     

    As previously reported, on January 7, 2021, Benessere Capital Acquisition Corp., a Delaware corporation (the “Company”), consummated its initial public offering (the “IPO”) of 10,000,000 units (the “Units”). On January 19, 2021, the underwriters in the IPO exercised their over-allotment option in full and purchased additional 1,500,000 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 $115,000,000.

     

    On January 27, 2021, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Units may elect to separately trade shares of the Class A Common Stock, Rights and Warrants comprising the Units commencing on January 28, 2021. Those Units not separated will continue to trade on The Nasdaq Capital Market under the symbol “BENEU,” and the Class A Common Stock, Rights and Warrants that are separated will trade on The Nasdaq Capital Market under the symbols “BENE,” “BENER” and “BENEW,” respectively. No fractional warrants will be issued upon separation of the Units and only whole Warrants will trade. Holders of Units will need to instruct their brokers to contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, to separate their Units into shares of Class A Common Stock, Rights and Warrants.

     

    Item 9.01 Financial Statements and Exhibits.

     

    (d) Exhibits

     

    The following exhibit is filed herewith:

     

    Exhibit No.   Description of Exhibits
    99.1   Press Release, dated January 27, 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 29, 2021

     

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

     

     

     

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