Item 1.01. Entry Into A Material Definitive Agreement.
Amendment No. 1 to the Business Combination Agreement
On April 13, 2022, Alpha Capital Acquisition Company, an exempted company
incorporated with limited liability in the Cayman Islands ("SPAC" or "Alpha
Capital") entered into an amendment to the Business Combination Agreement, dated
as of November 16, 2021, by and among Alpha Capital Holdco Company, an exempted
company incorporated with limited liability in the Cayman Islands ("New PubCo"),
Alpha Merger Sub I Company, an exempted company incorporated with limited
liability in the Cayman Islands and a direct, wholly owned subsidiary of New
PubCo ("First Merger Sub"), Alpha Merger Sub II Company, an exempted company
incorporated with limited liability in the Cayman Islands and a direct, wholly
owned subsidiary of New PubCo ("Second Merger Sub"), Alpha Merger Sub III
Company, an exempted company incorporated with limited liability in the Cayman
Islands and a direct, wholly owned subsidiary of New PubCo ("Third Merger Sub"
and, together with First Merger Sub and Second Merger Sub, the "Merger Subs"),
Semantix Tecnologia em Sistema de Informação S.A., a sociedade anônima organized
under the laws of Brazil (the "Company" or "Semantix") and SPAC (the "Business
Combination Agreement" and such amendment, the "BCA Amendment"). Each
capitalized term used and not defined herein shall have the meaning assigned to
it in the Business Combination Agreement.
Pursuant to the Business Combination Agreement, on the terms and subject to the
conditions set forth therein, at the Closing, (i) First Merger Sub will merge
with and into Alpha Capital, with Alpha Capital surviving as a direct wholly
owned subsidiary of New PubCo, (ii) immediately thereafter, Alpha Capital will
merge with and into Second Merger Sub with Second Merger Sub surviving as a
direct wholly owned subsidiary of New PubCo and (iii) as promptly as practicable
thereafter, Third Merger Sub will merge with and into a newly incorporated
entity in the Cayman Islands ("Newco") with Newco surviving as a direct wholly
owned subsidiary of New PubCo.
Pursuant to the BCA Amendment, the Business Combination Agreement was revised to
correct certain scrivener's errors contained in the Business Combination
Agreement, the form of Shareholders Agreement attached thereto and the form of
A&R Registration Rights Agreement attached thereto. In addition, the BCA
Amendment also revised the list of Company shareholders that would be eligible
to receive the Semantix Earn-Out Shares upon the achievement of certain price
targets described in the Business Combination Agreement.
The foregoing description of the BCA Amendment, including the changes to the
form of Shareholders Agreement and the form of A&R Registration Rights
Agreement, does not purport to be complete and is qualified in its entirety by
the terms of the BCA Amendment, a copy of which is attached as Exhibit 2.1
hereto and is incorporated by reference herein.
Forward-Looking Statements
This press release contains statements that constitute "forward-looking
statements," including with respect to the proposed Business Combination.
Forward-looking statements may be identified by the use of words such as
"estimate," "plan," "project," "forecast," "intend," "will," "expect,"
"anticipate," "believe," "seek," "target" or other similar expressions that
predict or indicate future events or trends or that are not statements of
historical matters. No assurance can be given that the Business Combination
discussed above will be completed on the terms described, or at all. These
statements are based on various assumptions, whether or not identified in this
press release, and on the current expectations of Semantix's and Alpha Capital's
management and are not predictions of actual performance. These forward-looking
statements are provided for illustrative purposes only and are not intended to
serve as, and must not be relied on by any investor as, a guarantee, an
assurance, a prediction or a definitive statement of fact or probability. Actual
events and circumstances are difficult or impossible to predict and will differ
from assumptions. Many actual events and circumstances are beyond the control of
Semantix and Alpha Capital. These forward-looking statements are subject to a
number of risks and uncertainties, including those factors discussed in Alpha
Capital's final prospectus that forms a part of Alpha Capital's Registration
Statement on Form S-1 (Reg. No. 333-252596), filed with the SEC pursuant to Rule
424(b)(4) on February 18, 2021 (the "Prospectus") under the heading "Risk
Factors," and other documents of Alpha Capital filed, or to be filed, with the
SEC. If any of these risks materialize or our assumptions prove incorrect,
actual results could differ materially from the results implied by these
forward-looking statements. There may be additional risks that neither Alpha
Capital nor Semantix presently know or that Alpha Capital nor Semantix currently
believe are immaterial that could also cause actual results to differ from those
contained in the forward-looking statements. In addition, forward-looking
statements reflect Alpha Capital's and Semantix's expectations, plans or
forecasts of future events and views as of the date of this press release. Alpha
Capital and Semantix anticipate that subsequent events and developments will
cause Alpha Capital's or Semantix's assessments to change. However, while Alpha
Capital and Semantix may elect to update these forward-looking statements at
some point in the future, Alpha Capital and Semantix specifically disclaim any
obligation to do so. These forward-looking statements should not be relied upon
as representing Alpha Capital's or Semantix's assessments as of any date
subsequent to the date of this press release. Accordingly, undue reliance should
not be placed upon the forward-looking statements.
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Additional Information About the Proposed Business Combination and Where to Find
It
The proposed business combination will be submitted to the shareholders of Alpha
Capital for their consideration. Alpha Capital has filed a registration
statement on Form F-4 (the "Registration Statement") with the SEC which includes
a preliminary proxy statement to be distributed to Alpha Capital's shareholders
in connection with Alpha Capital's solicitation for proxies for the vote by
Alpha Capital's shareholders in connection with the proposed transaction and
other matters as described in the Registration Statement, as well as the
prospectus relating to the offer of the securities to be issued in connection
with the completion of the proposed business combination. After the Registration
Statement has been declared effective, Alpha Capital will mail a definitive
proxy statement and other relevant documents to its shareholders as of the
record date established for voting on the proposed business combination. Alpha
Capital's shareholders and other interested persons are advised to read the
preliminary proxy statement / prospectus and any amendments thereto and, once
available, the definitive proxy statement / prospectus, in connection with Alpha
Capital's solicitation of proxies for its special meeting of shareholders to be
held to approve, among other things, the proposed transaction, because these
documents will contain important information about Alpha Capital, Semantix and
the proposed business combination. Shareholders may also obtain a copy of the
preliminary or definitive proxy statement, once available, as well as other
documents filed with the SEC regarding the proposed business combination and
other documents filed with the SEC by Alpha Capital, without charge, at the
SEC's website located at www.sec.gov or by directing a request to 1230 Avenue of
the Americas, Fl. 16, New York, New York 10020.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR
DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY
PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY
OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Participants in the Solicitation
Alpha Capital, Semantix and certain of their respective directors, executive
officers and other members of management, employees and consultants may, under
SEC rules, be deemed to be participants in the solicitations of proxies from
Alpha Capital's shareholders in connection with the proposed business
combination. Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of Alpha Capital's shareholders in
connection with the proposed business combination will be set forth in Alpha
Capital's proxy statement / prospectus when it is filed with the SEC. You can
find more information about Alpha Capital's directors and executive officers in
the Prospectus. Additional information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests will be
included in the proxy statement / prospectus when it becomes available.
Shareholders, potential investors and other interested persons should read the
proxy statement / prospectus carefully when it becomes available before making
any voting or investment decisions. You may obtain free copies of these
documents from the sources indicated above.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
Exhibit No. Description of Exhibits
2.1 BCA Amendment, dated April 13, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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