Current Report Filing (8-k)
January 29 2021 - 11:20AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January
27, 2021
Benessere
Capital Acquisition Corp.
(Exact name of registrant as specified in
its charter)
Delaware
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001-39836
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85-3223033
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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78 SW 7th Street, Suite 500
Miami, FL 33130
(Address of principal executive offices,
including zip code)
Registrant’s telephone number, including
area code: (561) 467-5200
Not Applicable
(Former name or former
address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on
which registered
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Units, each consisting of one share of Class A Common Stock, one Right and three-fourths of one Redeemable Warrant
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BENEU
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The Nasdaq Stock Market LLC
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Class A Common Stock, par value $0.0001 per share
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BENE
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The Nasdaq Stock Market LLC
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Rights, exchangeable into one-tenth of one share of Class A Common Stock
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BENER
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The Nasdaq Stock Market LLC
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Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
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BENEW
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company x
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01. Other Events.
Separate Trading of Units, Class A Common Stock, Rights
and Warrants
As previously reported,
on January 7, 2021, Benessere Capital Acquisition Corp., a Delaware corporation (the “Company”), consummated
its initial public offering (the “IPO”) of 10,000,000 units (the “Units”). On January 19,
2021, the underwriters in the IPO exercised their over-allotment option in full and purchased additional 1,500,000 Units. Each
Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”),
one right to receive one-tenth (1/10) of one Class A Common Stock upon the consummation of the Company’s initial business
combination (“Right”) and three-fourths of one redeemable warrant of the Company (“Warrant”),
with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share. The Units
were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $115,000,000.
On January 27, 2021,
the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing
that the holders of the Units may elect to separately trade shares of the Class A Common Stock, Rights and Warrants comprising
the Units commencing on January 28, 2021. Those Units not separated will continue to trade on The Nasdaq Capital Market under the
symbol “BENEU,” and the Class A Common Stock, Rights and Warrants that are separated will trade on The Nasdaq Capital
Market under the symbols “BENE,” “BENER” and “BENEW,” respectively. No fractional warrants
will be issued upon separation of the Units and only whole Warrants will trade. Holders of Units will need to instruct their brokers
to contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, to separate their Units into shares
of Class A Common Stock, Rights and Warrants.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is filed herewith:
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Dated: January 29, 2021
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BENESSERE CAPITAL ACQUISITION CORP.
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By:
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/s/ Patrick Orlando
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Name:
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Patrick Orlando
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Title:
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Chief Executive Officer
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