solicitation, which may, in some cases, be different than the interests of Benesseres, eCombustibles and BCAC Holdings stockholders and equity holders generally, is set forth in
the proxy statement/prospectus contained in the Registration Statement relating to the Business Combination.
Prospective investors
and security holders may obtain more detailed information regarding the names and interests in the proposed Business Combination of such individuals in BCAC Holdings filings with the SEC, including the Registration Statement, and
Benesseres filings with the SEC, including its Form 10-K filed with the SEC on April 12, 2022. To the extent that holdings of Benesseres securities have changed since the amounts in
Benesseres Annual Report on Form 10-K, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Such information will also be contained in the final
prospectus/definitive proxy statement when available. You may obtain free copies of these documents from the sources indicated in the first paragraph above.
No Offer or Solicitation
This
Current Report on Form 8-K does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination or (ii) an
offer to sell, a solicitation of an offer to buy, or a recommendation to buy any security of eCombustible, Benessere, BCAC Holdings or any of their respective affiliates. There shall not be any sale of any securities in any state or jurisdiction in
which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the laws of any such jurisdiction.
Item 1.01 |
Entry into a Material Definitive Agreement |
First Amendment to Agreement and Plan of Merger
As previously disclosed by Benessere Capital Acquisition Corp., a Delaware corporation (Benessere), in its Current
Report on Form 8-K that was filed with the Securities and Exchange Commission on November 30, 2021, Benessere entered into an Agreement and Plan of Merger (the Merger Agreement)
by and among (i) Benessere, (ii) BCAC Holdings Inc., a Delaware corporation (BCAC Holdings), (iii) BCAC Purchaser Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of BCAC Holdings
(Purchaser Merger Sub), (iv) BCAC Company Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of BCAC Holdings (Company Merger Sub), (v) BCAC Purchaser Rep LLC, a
Delaware limited liability company (the Purchaser Representative), in the capacity as the representative for the equity holders of Pubco (other than certain holders of securities of eCombustible, defined below), (vi) Jorge
Arevalo in the capacity as the representative for certain security holders of eCombustible (the Seller Representative) and (vii) eCombustible Energy LLC, a Delaware limited liability company
(eCombustible). The Company Merger Sub and Purchaser Merger Sub are together and collectively known as the Merger Subs.
On June 5, 2022, Benessere, BCAC Holdings, eCombustible and the other parties to the Merger Agreement entered into the First Amendment to
Agreement and Plan of Merger (the Amendment). The Amendment amends the Merger Agreement to, among other things, provide that the number of shares of BCAC Holdings Class A common stock to be issued to the equityholders
of eCombustible as Merger Consideration (as such term is defined in the Merger Agreement) will be based on a per share price of $10.00 rather the price at which Benessere redeems it public stockholders upon the Redemption (as such term is defined in
the Merger Agreement).
The Amendment also adds a minimum cash closing condition requiring that, upon the closing of the transactions
contemplated by the Merger Agreement (the Closing), 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 equal to Twenty-Five Million U.S. Dollars
($25,000,000).
Further, the Amendment extends the date by which the closing of the transactions contemplated by the Merger Agreement must
occur, from May 23, 2022 to October 7, 2022 (the Outside Date). If the Closing has not occurred on or prior to the Outside Date, the Merger Agreement may be terminated by written notice by either Benessere or
eCombustible.
A copy of the Amendment is filed with this Current Report on Form 8-K as Exhibit
2.1 and is incorporated herein by reference, and the foregoing description of the Amendment is qualified in its entirety by reference thereto.