eCombustible Energy LLC entered into an agreement to acquire Benessere Capital Acquisition Corp. (NasdaqCM:BENE) from group of sellers for $1.4 billion in a reverse merger transaction on November 23, 2021. Under the terms of the agreement, shareholders of eCombustible Energy will receive shares of common stock of Benessere with an aggregate value of $805 million, subject to adjustment, plus a potential earnout of up to 59 million additional shares. The potential earnout of additional 59 million shares of Benessere common stock shall be paid as follows: 29.5 million shares if the VWAP exceeds $12.5 prior to such 30-month anniversary and an additional 29.5 million shares if the VWAP exceeds $15 prior to such 30-month anniversary. Upon completion of the proposed transaction, the combined company is expected to operate under the name eCombustible Energy Corp. and list on the Nasdaq Capital Market under the ticker symbol “ECEC”. Benessere shall be entitled to receive a cash termination fee equal to $4,000,000.

The obligations of the Parties to consummate the Merger is subject to various conditions, including the following mutual conditions of the parties unless waived; the approval of the Merger Agreement and the transactions contemplated thereby and related matters by the requisite vote of Benessere's stockholders and eCombustible's members; expiration of the applicable waiting period under any applicable antitrust laws; receipt of requisite regulatory approvals and requisite third party consents; no law or order preventing or prohibiting the Mergers or the other transactions contemplated by the Merger Agreement; no pending litigation to enjoin or restrict the consummation of the Closing; Benessere having at least $5,000,001 in net tangible assets as of the Closing, after giving effect to the Redemption; the election or appointment of members to Pubco's board of directors in accordance with the Merger Agreement; the shares of Pubco common stock shall have been accepted for listing on Nasdaq and the effectiveness of the Registration Statement. The special meeting of shareholders has been scheduled on January 5, 2022. As of January 5, 2022, Benessere Capital Acquisition Corp. announced that the Company's stockholders have voted to adjourn the special stockholders' meeting for the consideration of extending the date by which the Company must consummate a business combination from January 7, 2022 to July 7, 2022 to Friday, January 7, 2022. Upon stockholders' approval of the adjournment, the Company's board of directors has determined to adjourn the special meeting of its stockholders to vote on the Proposed Extension to 10 a.m. Eastern Time on Friday, January 7, 2022. Benessere Capital Acquisition Corp. (Nasdaq: BENE, BENEU, BENEW, and BENER) encourages its stockholders to vote in favor of the proposal to amend its charter to extend the date by which the Company has to complete a business combination from January 7, 2022 to July 7, 2022. As of January 7, 2022, Benessere Capital Acquisition Corp. Shareholder approved an extension of the date by which the Company must consummate a business combination from January 7, 2022 to July 7, 2022. On May 24, 2022, Benessere's board of directors has set the close of business on June 3, 2022 as the record date for Benessere's special meeting of stockholders to be held to vote on, among other things, the proposed Business Combination. As of June 5, 2022, parties entered into the First Amendment under which Merger Consideration will be based on a per share price of $10.00 rather the price at which Benessere redeems it public stockholders upon the Redemption. The Amendment also adds a minimum cash closing condition requiring that, upon the closing of the transactions contemplated by the Merger Agreement, 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 $25 million. As per the amendment, the closing of the transactions contemplated by the Merger Agreement has been extended from May 23, 2022 to October 7, 2022. The purpose of the extension proposal is to allow additional time to complete the proposed transactions with eCombustible. As of July 7, 2022, Benessere Capital Acquisition Corp. announced that Benessere's stockholders have voted to adjourn the meeting for the consideration of extending the date by which Benessere must consummate a business combination from July 7, 2022 to January 7, 2023, on July 8, 2022.

Barry I. Grossman of Ellenoff Grossman & Schole LLP acted as legal advisor to Benessere Capital Acquisition. Stanley F. Pierson of Pillsbury Winthrop Shaw Pittman LLP acted as legal advisor to eCombustible. Morrow Sodali Global LLC acted as information agent to Benessere and will receive a fee of $27,500. Continental Stock Transfer & Trust Company acted as transfer agent to Benessere. Benessere engaged Advantage Proxy, Inc. to assist in the solicitation of proxies. Benessere agreed to pay Advantage Proxy a fee of $20,000.

eCombustible Energy LLC cancelled the acquisition of Benessere Capital Acquisition Corp. (NasdaqCM:BENE) from group of sellers in a reverse merger transaction on October 8, 2022. Since the closing did not occur on or prior to the Outside Date, Benessere received written notice that eCombustible had terminated the merger agreement.