Semantix Tecnologia Em Sistema de Informacao S.A. executed the non-binding letter of intent to acquire Alpha Capital Acquisition Company (NasdaqCM:ASPC) from a group of shareholders for $620 million in a reverse merger transaction on August 31, 2021. Semantix Tecnologia Em Sistema de Informacao S.A. entered into a definitive agreement to acquire Alpha Capital Acquisition Company from Innova Capital S.A. and others for $620 million in a reverse merger transaction on November 15, 2021. The per share merger consideration value shall be delivered in newly issued Ordinary Shares based on a $10 per share price, based on the Exchange Ratio. In addition, certain of the Semantix's existing stockholders (the “Earn-Out Participants”) will be issued up to an additional 2,500,000 newly issued new ordinary shares (the “Earn-Out Shares”), (i) if at any time during the 5 year period following the closing date (the end of such period, the “First Release Date”) the closing share price of the new ordinary shares is greater than or equal to $12.5 over any 20 trading days within any consecutive 30 Trading day period, 50% of the earn-out shares shall be issued; and (ii) if at any time during the 5 year period following the closing date (the end of such period, the “second release date”) the closing share price of the new ordinary shares is greater than or equal to $15 over any 20 trading days within any consecutive 30 trading day period, the remaining 50% of the earn-out shares shall be issued. Alpha Capital will pay $620 million equity consideration to Semantix. Semantix expects to receive the $324 million in primary proceeds, with $309 million cash available on its post-business combination balance sheet (post transaction expenses), assuming no redemptions. Implied post-money enterprise value of $693 million. Post-acquisition, Semantix will have an implied equity value of approximately $1 billion, assuming a $10 per share price and no trust redemptions. Assuming no redemptions, ownership structure following the transaction is expected to be 62.5% existing Semantix shareholders, 9.4% PIPE investors, 23.2% Alpha Capital shareholders and 4.9% Alpha Capital sponsors.

Current Semantix management will also participate in an earnout based on future share price performance. The transaction is funded with $324 million, including $230 million from the Alpha Capital trust (assuming no redemptions). A $94 million PIPE has already been committed by top institutional investors and existing Semantix shareholders, including Inovabra Ventures (a fully owned subsidiary of Bradesco, one of Brazil's leading financial institutions), Crescera, FJ Labs, Oxenford, Steinhauser and others. Innova Capital, one of Alpha Capital's largest existing shareholders, has also committed not to redeem $23 million of Alpha Capital's publicly traded shares. In connection with the transaction, institutional investors have committed approximately $94 million in subscriptions to a private placement in public equity (“PIPE”), which is expected to be funded at the merger's closing. Post-acquisition, Semantix is expected to trade on the Nasdaq Capital Market (“Nasdaq”) under the ticker symbol STIX. Post-closing company will be renamed “Semantix, Inc.” The common stock and warrants of the combined company are set to begin trading on Nasdaq on August 4, 2022 under the new ticker symbols, “STIX” and “STIXW”, respectively. Semantix's current management team will continue to oversee the business. Alpha Capital's sponsors entitled to appoint one director and two observers to the board of directors. New Semantix's board of directors will consist of seven directors. New Semantix's executive team following the Closing is expected to be comprised of Leonardo dos Santos Poça D'Água (Chief Executive Officer), Adriano Alcalde (Chief Financial Officer), André Guimarães Frederico (General Manager Latin America), Mathias Rech Santos (Chief Human Resources Officer) and Marcela Bretas (Chief Strategy Officer).

The transaction is subject to approval of Semantix and Alpha Capital shareholders, having at least $5,000,001 of net tangible assets, listed on Nasdaq or another public stock market or exchange in the United States, Alpha Capital shall have at least $85 million in cash and cash equivalents after giving effect to the closing, Registration Statement shall have become effective in accordance with the provisions of the Securities Act, memorandum and articles of association shall be amended and other customary closing conditions. The transaction has been unanimously approved by the boards of directors of Semantix and Alpha Capital. As of August 2, 2022, the transaction was approved by Alpha Capital Acquisition Company's shareholders. As of July 11, 2022, extraordinary general meeting of shareholders of Alpha Capital acquisition company to be held on August 2, 2022. The transaction is expected to close by the second quarter of 2022. As of August 2, 2022, the business combination is scheduled to close on August 3, 2022.

Banco de Investimentos Credit Suisse (Brasil) S.A. acted as financial advisor to Semantix. Paola Lozano, Lauren R Bennett, Jairo C Lamatina, Ralph E Perez, Filipe B. Areno of Skadden, Arps, Slate, Meagher & Flom LLP and Pinheiro Neto Advogados acted as legal advisors to Semantix. Citibank acted as financial advisor, Daniel Brass and Derek Dostal, Elliot M. de Carvalho, Ethan R. Goldman, Travis Triano, Frank J. Azzopardi of Davis Polk & Wardwell LLP and Mattos Filho acted as legal advisors to Alpha Capital. Continental Stock Transfer & Trust Company acted as the transfer agent to Alpha. D.F. King & Co., Inc. acted as the information agent to Alpha and will receive a fee of $25,000 for its services.

Semantix Tecnologia Em Sistema de Informacao S.A. completed the acquisition of Alpha Capital Acquisition Company (NasdaqCM:ASPC) from a group of shareholders in a reverse merger transaction on August 3, 2022. Semantix's shares and warrants will commence trading on August 4, 2022, under the ticker symbols “STIX” and “STIXW”, respectively, on Nasdaq. Semantix's management team, led by Chief Executive Officer and Founder Leonardo Santos, Chief Financial Officer Adriano Alcalde, General Manager LatAm Andre Frederico, and Chief Strategy Officer and Investor Relations Officer Marcela Bretas, will continue to lead the public company following the business combination.