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    SEC Form SC 13G/A filed by Benessere Capital Acquisition Corp. (Amendment)

    2/11/22 3:39:06 PM ET
    $BENE
    Consumer Electronics/Appliances
    Industrials
    Get the next $BENE alert in real time by email
    SC 13G/A 1 brhc10033653_sc13ga.htm SC 13G/A

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549
     
    SCHEDULE 13G
     
    Under the Securities Exchange Act of 1934
    (Amendment No. 1)*

    Benessere Capital Acquisition Corp.
    (Name of Issuer)
     
    Common Stock, par value $0.0001 per share
    (Title of Class of Securities)
     
    08179B103
    (CUSIP Number)
     
    December 31, 2021
    (Date of Event which Requires Filing of this Statement)
     
    Check the appropriate box to designate the rule pursuant to which this Schedule is filed:


    ☐
    Rule 13d-1(b)


    ☒
    Rule 13d-1(c)


    ☐
    Rule 13d-1(d)

    * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
     
    The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
     
    Continued on following pages
    Page 1 of 11 Pages
    Exhibit Index: Page 10



    CUSIP No. 08179B103
    Page 2 of 11 Pages
    1
    NAMES OF REPORTING PERSONS
     
     
    BASSO SPAC FUND LLC
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
       
    (a)☐
       
    (b)☐
     
     
    3
    SEC USE ONLY
     
     
     
     
     
     
     
    4
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
    Delaware
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    5
    SOLE VOTING POWER
     
     
    0
     
     
     
     
    6
    SHARED VOTING POWER
     
     
    0
     
     
     
     
    7
    SOLE DISPOSITIVE POWER
     
     
    0
     
     
     
     
    8
    SHARED DISPOSITIVE POWER
     
     
    0
     
     
     
     
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    0
     
     
     
     
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
     
    ☐
     
     
     
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
     
    0.0%
     
     
     
     
    12
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    OO
     
     
     
     


    CUSIP No. 08179B103
    Page 3 of 11 Pages
    1
    NAMES OF REPORTING PERSONS
     
     
    BASSO MANAGEMENT, LLC
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
       
    (a)☐
       
    (b)☐
     
     
    3
    SEC USE ONLY
     
     
     
     
     
     
     
    4
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
    Delaware
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    5
    SOLE VOTING POWER
     
     
    0
     
     
     
     
    6
    SHARED VOTING POWER
     
     
    0
     
     
     
     
    7
    SOLE DISPOSITIVE POWER
     
     
    0
     
     
     
     
    8
    SHARED DISPOSITIVE POWER
     
     
    0
     
     
     
     
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    0
     
     
     
     
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
     
    ☐
     
     
     
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
     
    0.0%
     
     
     
     
    12
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    OO
     
     
     
     


    CUSIP No. 08179B103
    Page 4 of 11 Pages

    1
    NAMES OF REPORTING PERSONS
     
     
    BASSO CAPITAL MANAGEMENT, L.P.
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
       
    (a)☐
       
    (b)☐
     
     
    3
    SEC USE ONLY
     
     
     
     
     
     
     
    4
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
    Delaware
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    5
    SOLE VOTING POWER
     
     
    0
     
     
     
     
    6
    SHARED VOTING POWER
     
     
    0
     
     
     
     
    7
    SOLE DISPOSITIVE POWER
     
     
    0
     
     
     
     
    8
    SHARED DISPOSITIVE POWER
     
     
    0
     
     
     
     
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    0
     
     
     
     
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
     
    ☐
     
     
     
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
     
    0.0%
     
     
     
     
    12
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    IA, PN
     
     
     
     


    CUSIP No. 08179B103
    Page 5 of 11 Pages
    1
    NAMES OF REPORTING PERSONS
     
     
    BASSO GP, LLC
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
       
    (a)☐
       
    (b)☐
     
     
    3
    SEC USE ONLY
     
     
     
     
     
     
     
    4
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
    Delaware
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    5
    SOLE VOTING POWER
     
     
    0
     
     
     
     
    6
    SHARED VOTING POWER
     
     
    0
     
     
     
     
    7
    SOLE DISPOSITIVE POWER
     
     
    0
     
     
     
     
    8
    SHARED DISPOSITIVE POWER
     
     
    0
     
     
     
     
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    0
     
     
     
     
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
     
    ☐
     
     
     
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
     
    0.0%
     
     
     
     
    12
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    OO, HC
     
     
     
     


    CUSIP No. 08179B103
    Page 6 of 11 Pages
    1
    NAMES OF REPORTING PERSONS
     
     
    HOWARD I. FISCHER
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
       
    (a)☐
       
    (b)☐
     
     
    3
    SEC USE ONLY
     
     
     
     
     
     
     
    4
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
    United States
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    5
    SOLE VOTING POWER
     
     
    0
     
     
     
     
    6
    SHARED VOTING POWER
     
     
    0
     
     
     
     
    7
    SOLE DISPOSITIVE POWER
     
     
    0
     
     
     
     
    8
    SHARED DISPOSITIVE POWER
     
     
    0
     
     
     
     
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    0
     
     
     
     
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
     
    ☐
     
     
     
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
     
    0.0%
     
     
     
     
    12
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    IN, HC
     
     
     
     


    CUSIP No. 08179B103
    Page 7 of 11 Pages
    Item 1(a).
    Name of Issuer:
     
    Benessere Capital Acquisition Corp. (the “Issuer”)
     
    Item 1(b).
    Address of Issuer’s Principal Executive Offices:
     
    777 SW 37th Avenue, Suite 510, Miami, FL 33135-3250
     
    Item 2(a).
    Name of Person Filing
     
    This Statement is filed on behalf of the following persons (collectively, the “Reporting Persons”):


    i)
    Basso SPAC Fund LLC (“Basso SPAC”);

    ii)
    Basso Management, LLC (“Basso Management”);

    iii)
    Basso Capital Management, L.P. (“BCM”);

    iv)
    Basso GP, LLC (“Basso GP”); and

    v)
    Howard I. Fischer (“Mr. Fischer”).

    This Statement relates to Shares (as defined herein) directly beneficially owned by Basso SPAC. Basso Management is the manager of Basso SPAC. BCM serves as the investment manager of Basso SPAC. Basso GP is the general partner of BCM. Mr. Fischer is the principal portfolio manager for Basso SPAC, the Chief Executive Officer and a Founding Managing Partner of BCM, and a member of each of Basso Management and Basso GP. Accordingly, each of Basso Management, BCM, Basso GP and Mr. Fischer may be deemed to indirectly beneficially own the Shares reported herein.

    Item 2(b).
    Address of Principal Business Office or, if None, Residence:

    The address of the principal business office of each of the Reporting Persons is 1266 East Main Street, Fourth Floor, Stamford, Connecticut 06902.

    Item 2(c).
    Citizenship:

    Each of Basso SPAC, Basso Management, and Basso GP is a Delaware limited liability company. BCM is a Delaware limited partnership. Mr. Fischer is a citizen of the United States.

    Item 2(d).
    Title of Class of Securities:

    Common stock, par value $0.0001 per share (the “Shares”)

    Item 2(e).
    CUSIP Number:

    08179B103

    Item 3.
    If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:

    This Item 3 is not applicable.


    CUSIP No. 08179B103
    Page 8 of 11 Pages
    Item 4.
    Ownership:

    Item 4(a)
    Amount Beneficially Owned:

    As of December 31, 2021, each of the Reporting Persons may be deemed the beneficial owner of 0 Shares.

    Item 4(b)
    Percent of Class:

    As of December 31, 2021, each of the Reporting Persons may be deemed the beneficial owner of 0.0% of Shares outstanding.

    Item 4(c)
    Number of Shares as to which such person has:


    (i) Sole power to vote or direct the vote:
    0

    (ii) Shared power to vote or direct the vote:
    0

    (iii) Sole power to dispose or direct the disposition of:
    0

    (iv) Shared power to dispose or direct the disposition of:
    0

    Item 5.
    Ownership of Five Percent or Less of a Class:

    If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following ☒.

    Item 6.
    Ownership of More than Five Percent on Behalf of Another Person:

    This Item 6 is not applicable.

    Item 7.
    Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

    See disclosure in Item 2 hereof.

    Item 8.
    Identification and Classification of Members of the Group:
     
    This Item 8 is not applicable.
     
    Item 9.
    Notice of Dissolution of Group:

    This Item 9 is not applicable.

    Item 10.
    Certification:

    By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.


    CUSIP No. 08179B103
    Page 9 of 11 Pages
    SIGNATURE
     
    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


    BASSO SPAC FUND LLC

    By:
    /s/ Howard I. Fischer


    Howard I. Fischer


    Authorized Signatory



    BASSO MANAGEMENT, LLC

    By:
    /s/ Howard I. Fischer


    Howard I. Fischer


    Member



    BASSO CAPITAL MANAGEMENT, L.P.

    By:
    /s/ Howard I. Fischer


    Howard I. Fischer


    Chief Executive Officer & Founding Managing Partner



    BASSO GP, LLC

    By:
    /s/ Howard I. Fischer


    Howard I. Fischer


    Member



    HOWARD I. FISCHER

    /s/ Howard I. Fischer


    February 11, 2022



    CUSIP No. 08179B103
    Page 10 of 11 Pages
    EXHIBIT INDEX

    Ex.

    Page No.



    A
    Joint Filing Agreement
    11


    CUSIP No. 08179B103
    Page 11 of 11 Pages
    Exhibit A

    JOINT FILING AGREEMENT

    The undersigned hereby agree that the statement on Schedule 13G with respect to the common stock of Benessere Capital Acquisition Corp. as of February 11, 2022 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.


    BASSO SPAC FUND LLC

    By:
    /s/ Howard I. Fischer


    Howard I. Fischer


    Authorized Signatory



    BASSO MANAGEMENT, LLC

    By:
    /s/ Howard I. Fischer


    Howard I. Fischer


    Member



    BASSO CAPITAL MANAGEMENT, L.P.

    By:
    /s/ Howard I. Fischer


    Howard I. Fischer


    Chief Executive Officer & Founding Managing Partner



    BASSO GP, LLC

    By:
    /s/ Howard I. Fischer


    Howard I. Fischer


    Member



    HOWARD I. FISCHER

    /s/ Howard I. Fischer


    February 11, 2022




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