Item 8.01. Other Events.
On May 18, 2022, Alpha Capital Acquisition Company ("Alpha Capital") and
Semantix Tecnologia em Sistema de Informção S.A. ("Semantix") made a
presentation to investors and research analysts. A copy of the presentation is
filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein
by reference.
Important Information About the 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 sec.report 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.
Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. 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
Current Report, 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
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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 Current Report. 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 Current Report. Accordingly, undue reliance should not be placed upon the
forward-looking statements.
No Offer or Solicitation
This Current Report does not constitute an offer to sell or the solicitation of
an offer to buy any securities, or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.
Item 9.01. Financial Statements and Exhibits.
(a) Exhibits. The following exhibits are filed with this Form 8-K:
Exhibit
No. Description of Exhibits
99.1 Company Presentation dated May 18, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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