Item 1.01 Entry into a Material Definitive Agreement
First Amendment to Agreement and Plan of Merger
As previously disclosed by Benessere Capital Acquisition Corp., a Delaware
corporation ("Benessere"), in its Current Report on Form 8-K that was filed with
the Securities and Exchange Commission on November 30, 2021, Benessere entered
into an Agreement and Plan of Merger (the "Merger Agreement") by and among
(i) Benessere, (ii) BCAC Holdings Inc., a Delaware corporation ("BCAC
Holdings"), (iii) BCAC Purchaser Merger Sub Inc., a Delaware corporation and a
wholly-owned subsidiary of BCAC Holdings ("Purchaser Merger Sub"), (iv) BCAC
Company Merger Sub LLC, a Delaware limited liability company and a wholly-owned
subsidiary of BCAC Holdings ("Company Merger Sub"), (v) BCAC Purchaser Rep LLC,
a Delaware limited liability company (the "Purchaser Representative"), in the
capacity as the representative for the equity holders of Pubco (other than
certain holders of securities of eCombustible, defined below), (vi) Jorge
Arevalo in the capacity as the representative for certain security holders of
eCombustible (the "Seller Representative") and (vii) eCombustible Energy LLC, a
Delaware limited liability company ("eCombustible"). The Company Merger Sub and
Purchaser Merger Sub are together and collectively known as the "Merger Subs".
On June 5, 2022, Benessere, BCAC Holdings, eCombustible and the other parties to
the Merger Agreement entered into the First Amendment to Agreement and Plan of
Merger (the "Amendment"). The Amendment amends the Merger Agreement to, among
other things, provide that the number of shares of BCAC Holdings Class A common
stock to be issued to the equityholders of eCombustible as Merger Consideration
(as such term is defined in the Merger Agreement) will be based on a per share
price of $10.00 rather the price at which Benessere redeems it public
stockholders upon the Redemption (as such term is defined in the Merger
Agreement).
The Amendment also adds a minimum cash closing condition requiring that, upon
the closing of the transactions contemplated by the Merger Agreement (the
"Closing"), Benessere shall have cash and cash equivalents, including funds
remaining in its trust account (after giving effect to the completion and
payment of the Redemption) and the proceeds of any PIPE investment, or any other
alternative financing arrangement mutual agreed upon by the parties, after
giving effect to the payment of unpaid expenses and liabilities, at least equal
to Twenty-Five Million U.S. Dollars ($25,000,000).
Further, the Amendment extends the date by which the closing of the transactions
contemplated by the Merger Agreement must occur, from May 23, 2022 to October 7,
2022 (the "Outside Date"). If the Closing has not occurred on or prior to the
Outside Date, the Merger Agreement may be terminated by written notice by either
Benessere or eCombustible.
A copy of the Amendment is filed with this Current Report on Form 8-K as Exhibit
2.1 and is incorporated herein by reference, and the foregoing description of
the Amendment is qualified in its entirety by reference thereto.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
2.1 First Amendment to Agreement and Plan of Merger, dated June 5, 2022,
among BCAC Holdings, the Merger Subs, the Purchaser Representative,
the Seller Representative and eCombustible.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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