Item 8.01 Other Events.
As previously disclosed in the filings of Benessere Capital Acquisition Corp., a
Delaware corporation (the "Company") with the Securities and Exchange Commission
(the "SEC"), in November 2021, the Company and BCAC Holdings Inc. entered into
an Agreement and Plan of Merger (the "Merger Agreement") with eCombustible
Energy LLC ("eCombustible"). On February 11, 2022, BCAC Holdings filed a
registration statement on Form S-4 in connection with the proposed business
combination with eCombustible, which was reviewed by the SEC and amended on each
of April 22, 2022 and May 16, 2022 (the "Registration Statement"). In June 2022,
the Company received a subpoena from the SEC seeking various documents
regarding, among other things, meetings of its Board of Directors;
communications with and the evaluation of potential targets, including
eCombustible; information relating to eCombustible; and agreements with certain
advisors and affiliates. In connection with the foregoing investigation, the SEC
issued an order of examination pursuant to Section 8(e) of the Securities Act
with respect to the Registration Statement, and a further subpoena to each of
the Company and BCAC Holdings in support thereof. Those subpoenas seek
additional documents and information with respect to, among other things, our
diligence efforts in examining potential targets other than eCombustible, our
communications with respect thereto, and relationships between and among certain
of BCAC Holdings and our officers and directors, on the one hand, and other
entities (including our Sponsor and the underwriter of our initial public
offering) on the other. On June 16, 2022, certain directors of the Company were
issued subpoenas by a federal grand jury sitting in the Southern District of New
York in connection with an investigation involving Digital World Acquisition
Corp. These subpoenas, and the underlying investigations by the Department of
Justice and the SEC, have delayed the SEC's review of the Registration
Statement.
On October 8, 2022, the Company received written notice that eCombustible had
terminated the Merger Agreement. On October 17, 2022, the Company's sponsor
informed the Company that it would not be making additional monthly
contributions to the Company's trust account in connection with the additional
extension period approved by the Company's stockholders on July 7, 2022. In view
of all of the factors described above, the Company's board of directors has
determined to dissolve and liquidate in accordance with its charter and will
redeem all of its outstanding shares of Class A common stock that were included
in the units issued in its initial public offering (the "Public Shares"), at a
per-share redemption price of approximately $10.45.
In order to provide for the disbursement of funds from the trust account, the
Company will promptly instruct the trustee of the Trust Account to take all
necessary actions to immediately liquidate the trust account. The proceeds of
the trust account will be held in a non-interest bearing account while awaiting
disbursement to the holders of the Public Shares. Holders of Public Shares may
redeem their shares for their pro rata portion of the proceeds of the trust
account, including interest (net of amounts withdrawn by the Company to pay its
taxes and less up to $100,000 of such net interest to pay dissolution expenses)
by delivering their Public Shares to Continental Stock Transfer & Trust Company,
the Company's transfer agent. Beneficial owners of Public Shares held in "street
name," however, will not need to take any action in order to receive the
redemption amount. The redemption of the Public Shares will be effected within
ten (10) business days after October 17, 2022.
The Company's initial stockholders have waived their redemption rights with
respect to the outstanding shares of common stock issued prior to the Company's
initial public offering or in a private placement in connection with the closing
of the Company's initial public offering.
There will be no redemption rights or liquidating distributions with respect to
the Company's warrants and rights, which will expire worthless.
On October 21, 2022, the Company issued a press release announcing the
liquidation of the trust account and the dissolution of the Company. The press
release is attached as Exhibit 99.1 hereto and is incorporated herein by
reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description of Exhibits
99.1 Press Release dated October 21, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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