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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Effective November 4, 2021, the board of directors
(the “Board”) of Benessere Capital Acquisition Corp. (the “Company”) elected Mr. Joseph A. Porello,
J.D., L.L.M and Mr. Rene Gerardo Sagebien as directors and as members of the audit and compensation committees of the Board (the “Audit
Committee” and the “Compensation Committee,” respectively).
Mr. Porello and Mr. Sagebien replaced John Simpson
and John Fargis. Messrs. Simpson and Fargis resigned as directors and members of the Compensation Committee and Audit Committee effective
October 30, 2021. Mr. Simpson resigned to due to other professional commitments and personal reasons, and Mr. Fargis resigned in order
to pursue other endeavors. The resignations of Messrs. Simpson and Fargis did not result from any disagreement with the Company
concerning any matter relating to the Company’s operations, policies or practices.
Additionally, in connection with the resignation
of Mr. Simpson, the Board appointed Eric Swider, an existing Audit Committee member and Compensation Committee member, as chair of the
Audit Committee and the Compensation Committee.
In connection with Messrs. Porrello and Sagebien’s
appointments, each individual signed a joinder to that certain letter agreement dated as of January 4, 2021, by and among the Company,
ARC Global Investments LLC (the “Sponsor”) and the officers and directors of the Company, pursuant to which, among other things,
the signatories agreed to waive certain redemption rights and to vote any shares of Company common stock held in favor of an initial business
combination.
Since 2002, Mr. Porello has been practicing law
in South Florida for over twenty four years, representing the needs of physicians, high net worth individuals and their families, including
founding his own law firm, [Joseph A. Porrello, P.A., in 2002. Prior to founding Joseph A. Porrello, P.A., Mr. Porello was a member of
the Tax, Trusts & Estates and Corporate Departments of Bilzin Sumberg, LLP, a leading South Florida law firm. Mr. Porrello has extensive
experience in designing and implementing sophisticated strategies to preserve personal wealth and business assets from creditors and the
effects of income, estate and gift taxes. Mr. Porello received a bachelors of arts from the University of Florida, a juris doctor from
the University of Denver and an L.L.M. in taxation from the University of Florida.
Since November 2018, Mr. Sagebien has served as
Senior Managing Counsel for Mastercard International Inc. (“Mastercard”), where Mr. Sagebien oversees all legal aspects for
a high growth division of Mastercard in Latin America and the Caribbean and manages attorneys in Miami, Sao Paulo, Buenos Aires, Bogota
and Mexico City. Prior to this role, in November 2017, Mr. Sagebien founded opened his own law firm, Rene G. Sagebien, P.A. in November
2017, and counseled several U.S.-based start-up companies that were created to trade petroleum, coffee, sugar and other commodities in
the U.S., Peru, Argentina and Columbia. From 2002 to 2017, Mr. Sagebien worked in various law firms, including the real estate department
at Stearns Weaver Miller Weissler Alhadeff & Sitterson P.A. and held in-house positions, including at Visa Inc. From 1998 to 2002,
Mr. Sagebien worked on Wall Street at firms such as HSBC and Deutsche Bank, where he supported commodities and derivatives trading desks
for a petroleum company and several international financial institutions as in-house counsel, negotiating and structuring closed global
derivatives, commodities and financial transactions valued in the tens of billions of dollars.
There are no family relationships between Mr.
Porello or Mr. Sagebien and any director, executive officer, or person nominated or chosen by the Company to become an executive officer
of the Company. There are no arrangements between each of Messrs. Porrello and Sagebien and any other person pursuant to which Messrs.
Porrello and Sagebien were nominated as a director. Other than as described above, there are no transactions between the Company and Mr.
Porello or Mr. Sagebien that are subject to disclosure under Item 404(a) of Regulation S-K.