ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
(Address of principal executive offices) |
(Zip Code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one-tenth of one share of Class A Common Stock |
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Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
Auditor PCAOB ID Number: |
Auditor Name: |
Auditor Location: |
PAGE |
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Item 1. |
1 |
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Item 1A. |
22 |
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Item 1B. |
25 |
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Item 2. |
26 |
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Item 3. |
26 |
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Item 4. |
26 |
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Item 5. |
27 |
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Item 6. |
28 |
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Item 7. |
28 |
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Item 7A. |
35 |
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Item 8. |
36 |
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Item 9. |
37 |
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Item 9A. |
37 |
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Item 9B. |
38 |
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Item 9C. |
38 |
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Item 10. |
39 |
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Item 11. |
45 |
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Item 12. |
46 |
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Item 13. |
49 |
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Item 14. |
52 |
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Item 15. |
53 |
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Item 16. |
53 |
• | our ability to complete the eCombustible Business Combination (as defined below) or any other initial business combination; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
• | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements; |
• | our potential ability to obtain additional financing to complete our initial business combination; |
• | the ability of our officers and directors to generate a number of potential acquisition opportunities; |
• | our pool of prospective target businesses; |
• | the ability of our officers and directors to generate a number of potential acquisition opportunities; |
• | our public securities’ potential liquidity and trading; |
• | the lack of a market for our securities; |
• | the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; or |
• | our financial performance. |
• | “board of directors” or “board” are to the board of directors of the Company; |
• | “Business Combination Agreement” are to the Agreement and Plan of Merger, dated as of November 23, 2021, by and among the Company, Pubco, Purchaser Merger Sub, Company Merger Sub, the Purchaser Representative, the Seller Representative and eCombustible; |
• | “common stock” are to our Class A common stock and our Class B common stock, collectively; |
• | “Continental” are to Continental Stock Transfer & Trust Company, trustee of our trust account (as defined below) and warrant agent of our public warrants (as defined below); |
• | “DGCL” are to the Delaware General Corporation Law; |
• | “DWAC System” are to the Depository Trust Company’s Deposit/Withdrawal At Custodian System; |
• | “eCombustible” are to eCombustible Energy LLC, a Delaware limited liability company; |
• | “eCombustible Business Combination” are to the transactions contemplated by the Business Combination Agreement; |
• | “Exchange Act” are to the Securities Exchange Act of 1934, as amended; |
• | “founder shares” (which includes the representative shares) are to shares of our Class B common stock initially purchased by our sponsor in a private placement prior to our initial public offering, and the shares of our Class A common stock issuable upon the conversion thereof as provided herein; |
• | “GAAP” are to the accounting principles generally accepted in the United States of America; |
• | “IFRS” are to the International Financial Reporting Standards, as issued by the International Accounting Standards Board; |
• | “initial business combination” are to a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses; |
• | “initial public offering” or “IPO” are to the initial public offering that was consummated by the Company on January 7, 2021; |
• | “initial stockholders” are to our sponsor and any other holders of our founder shares (including the holders of the representative shares) prior to our initial public offering (or their permitted transferees); |
• | “Investment Company Act” are to the Investment Company Act of 1940, as amended; |
• | “JOBS Act” are to the Jumpstart Our Business Startups Act of 2012; |
• | “management” or our “management team” are to our officers and directors; |
• | “Nasdaq” are to the Nasdaq Stock Market; |
• | “PCAOB” are to the Public Company Accounting Oversight Board (United States); |
• | “placement units” are to the units purchased by our sponsor, with each placement unit consisting of one placement share, three-fourths of one placement warrant and one placement right; |
• | “placement shares” are to the shares of our common stock included within the placement units purchased by our sponsor in the private placement; |
• | “placement rights” are to the rights included within the placement units purchased by our sponsor in the private placement; |
• | “placement warrants” are to the warrants included within the placement units purchased by our sponsor in the private placement; |
• | “private placement” are to the private placement of 393,750 placement units at a price of $10.00 per unit, for an aggregate purchase price of $3,937,500, which occurred simultaneously with the completion of our initial public offering; |
• | “Pubco Registration Statement” are to the Registration Statement on Form S-4, filed with the SEC by Pubco (as defined herein) on February 11, 2022, as may be amended from time to time; |
• | “public shares” are to shares of our Class A common stock sold as part of the units in our initial public offering (whether they are purchased in our initial public offering or thereafter in the open market); |
• | “public stockholders” are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder’s and member of our management team’s status as a “public stockholder” shall only exist with respect to such public shares; |
• | “public rights” are to the rights sold as part of the units in our initial public offering (whether they are purchased in our initial public offering or thereafter in the open market); |
• | “public warrants” are to our redeemable warrants sold as part of the units in our initial public offering (whether they are purchased in our initial public offering or thereafter in the open market, including warrants that may be acquired by our sponsor or its affiliates in our initial public offering or thereafter in the open market); |
• | “Registration Statement” are to the Form S-1 filed with the SEC on November 3, 2020, as amended; |
• | “Report” are to this Annual Report on Form 10-K for the fiscal year ended December 31, 2021; |
• | “representative” are to EF Hutton (formerly known as Kingswood Capital Markets), division of Benchmark Investments, LLC, who was the representative of the underwriters in our initial public offering; |
• | “representative shares” are to the 125,000 shares of our Class B common stock issued in October 2020 to the representative and its designees; |
• | “rights” are to our rights, which include the public rights as well as the placement rights to the extent they are no longer held by the initial purchasers of the placement rights or their permitted transferees; |
• | “Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002; |
• | “SEC” are to the U.S. Securities and Exchange Commission; |
• | “Securities Act” are to the Securities Act of 1933, as amended; |
• | “sponsor” are to ARC Global Investments LLC, a Delaware limited liability company; |
• | “trust account” are to the trust account at J.P. Morgan Securities LLC maintained by the trustee in which an initial amount of $101,500,000 ($10.15 per unit) from the net proceeds of the sale of the units and placement units in the initial public offering was placed; |
• | “trustee” are to Continental; |
• | “underwriters” are to the underwriters of our initial public offering, for which the representative is acting as representative; |
• | “units” are to the units sold in our initial public offering, which consist of one public share and one-third of one public warrant; |
• | “warrants” are to our redeemable warrants, which includes the public warrants as well as the placement warrants and any warrants sold as part of the placement units issued upon conversion of working capital loans to the extent they are no longer held by the initial holders or their permitted transferees; |
• | “warrant agent” are to Continental; and |
• | “we,” “us,” “Benessere,” “Company” or “our Company” are to Benessere Capital Acquisition Corp., a Delaware corporation. |
Item 1. |
Business. |
• | if the dollar volume-weighted average price (“VWAP”) of Pubco’s common stock equals or exceeds $12.50 per share for any 20 out of any 30 consecutive trading days, Pubco shall issue to the eCombustible Securityholders Holders an aggregate of 29,500,000 Earnout Shares; and |
• | if the VWAP of Pubco’s common stock equals or exceeds $15.00 per share for any 20 out of any 30 consecutive trading days, the Pubco shall issue to the eCombustible Securityholders an aggregate of an additional 29,500,000 Earnout Shares. |
• | The Development of PE and VC Activities in the Americas: |
• | Strong Performance in the Tech and Software Industries |
• | Operator-Led SPACs outperform their Sectors:C-Suite experience tend to outperform other SPACs (by about 40%) and their industry peers (by about 10%) after at least 12 months of publicly available trading data. |
• | Leadership of an Experienced Management Team |
• | Established Deal Sourcing Network follow-on business arrangements. These contacts and sources include those in government, private and public companies, private equity and venture capital funds, investment bankers, attorneys and accountants. |
• | Status as a Publicly Listed Acquisition Company |
effectively become public, whereas an initial public offering is always subject to the underwriter’s ability to complete the offering, as well as general market conditions that could prevent the offering from occurring. Once public, we believe our target business would have greater access to capital and additional means of creating management incentives that are better aligned with stockholders’ interests than it would as a private company. This can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented management staffs. |
• | Target Size: |
• | Businesses with Revenue and Earnings Growth Potential. follow-on acquisitions resulting in increased operating leverage. |
• | Businesses with Potential for Strong Free Cash Flow Generation. |
• | Strong Management. |
• | Benefit from Being a Public Company. |
• | Appropriate Valuations and Upside Potential |
• | subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination, and |
• | cause us to depend on the marketing and sale of a single product or limited number of products or services. |
Type of Transaction |
Whether Stockholder Approval is Required | |
Purchase of assets |
No | |
Purchase of stock of target not involving a merger with the company |
No | |
Merger of target into a subsidiary of the company |
No | |
Merger of the company with a target |
Yes |
• | we issue shares of Class A common stock that will be equal to or in excess of 20% of the number of shares of our Class A common stock then outstanding (other than in a public offering); |
• | any of our directors, officers or substantial stockholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of common stock could result in an increase in outstanding common stock or voting power of 5% or more; or |
• | the issuance or potential issuance of common stock will result in our undergoing a change of control. |
• | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and |
• | file proxy materials with the SEC. |
• | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and |
• | file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. |
Item 1A. |
Risk Factors. |
• | early stage company without an operating history; |
• | lack of opportunity to vote on our proposed business combination; |
• | lack of protections afforded to investors of blank check companies; |
• | issuance of equity and/or debt securities to complete a business combination; |
• | lack of working capital; |
• | third-party claims reducing the per-share redemption price; |
• | negative interest rate for securities in which we invest the funds held in the trust account; |
• | our stockholders being held liable for claims by third parties against us; |
• | failure to enforce our sponsor’s indemnification obligations; |
• | the ability of warrant holders to obtain a favorable judicial forum for disputes with our company; |
• | dependence on key personnel; |
• | conflicts of interest of our sponsor, officers and directors and the representative; |
• | the delisting of our securities by Nasdaq; |
• | dependence on a single target business with a limited number of products or services; |
• | shares being redeemed and warrants and rights becoming worthless; |
• | our competitors with advantages over us in seeking business combinations; |
• | ability to obtain additional financing; |
• | our initial stockholders controlling a substantial interest in us; |
• | warrants’, rights’ and founder shares’ adverse effect on the market price of our common stock; |
• | disadvantageous timing for redeeming warrants; |
• | registration rights’ adverse effect on the market price of our common stock; |
• | impact of COVID-19 and related risks; |
• | business combination with a company located in a foreign jurisdiction; |
• | changes in laws or regulations; tax consequences to business combinations; |
• | exclusive forum provisions in our amended and restated certificate of incorporation; |
• | if we do not consummate the eCombustible Business Combination, we may issue our shares to investors in connection with our initial business combination at a price that is less than the prevailing market price of our shares at that time; |
• | you may not be given the opportunity to choose the initial business target or to vote on the initial business combination; |
• | trust account funds may not be protected against third party claims or bankruptcy; |
• | an active market for our public securities’ may not develop and you will have limited liquidity and trading; |
• | our financial performance following a business combination may be negatively affected by their lack an established record of revenue, cash flows and experienced management; |
• | our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results and/or the market price of our common stock, which may make it more difficult for us to consummate an initial business combination with a target business; |
• | we have identified a material weakness in our internal control over financial reporting as of December 31, 2021. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results; |
• | we may face litigation and other risks as a result of the material weakness in our internal control over financial reporting; |
• | members of our management team and board of directors have significant experience as founders, board members, officers, executives or employees of other companies. Certain of those persons have been, may be, or may become, involved in litigation, investigations or other proceedings, including related to those companies or otherwise. The defense or prosecution of these matters could be time-consuming and could divert our management’s attention, and may have an adverse effect on us, which may impede our ability to consummate an initial business combination; |
• | if the eCombustible Business Combination is not consummated, there may be more competition to find an attractive target for an initial business combination, which could increase the costs associated with completing our initial business combination and may result in our inability to find a suitable target; |
• | changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination; |
• | we may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability; |
• | we may engage one or more of the underwriters from our initial public offering or one of their respective affiliates to provide additional services to us, which may include acting as a financial advisor in connection with an initial business combination or as placement agent in connection with a related financing transaction. These financial incentives may cause them to have potential conflicts of interest in rendering any such additional services to us, including, for example, in connection with the sourcing and consummation of an initial business combination. |
• | we may attempt to complete our initial business combination with a private company (including eCombustible) about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all; |
• | since our initial stockholders will lose their entire investment in us if our initial business combination is not completed (other than with respect to any public shares they may acquire during or after our initial public offering), and because our sponsor, officers and directors may profit substantially even under circumstances in which our public stockholders would experience losses in connection with their investment, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination; |
• | changes in laws or regulations or how such laws or regulations are interpreted or applied, or a failure to comply with any laws or regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations; |
• | our ability to identify a target and to consummate an initial business combination may be adversely affected by economic uncertainty and volatility in the financial markets, including as a result of the military conflict in Ukraine; |
• | if the funds held outside of our trust account are insufficient to allow us to operate until at least July 7, 2022, our ability to fund our search for a target business or businesses or complete an initial business combination may be adversely affected; |
• | our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a going concern, since we will cease all operations except for the purpose of liquidating if we are unable to complete an initial business combination by July 7, 2022; |
• | the value of the founder shares following completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our common stock at such time is substantially less than $10.36 per share; and |
• | resources could be wasted in researching acquisitions that are not completed (including the eCombustible Business Combination), which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not completed our initial business combination within the required time period, our public stockholders may receive only approximately $10.36 per share, or less than such amount in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. |
Item 1B. |
Unresolved Staff Comments. |
Item 2. |
Properties. |
Item 3. |
Legal Proceedings. |
Item 4. |
Mine Safety Disclosures. |
Item 5. |
Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities. |
Item 6. |
Reserved. |
Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
Item 7A. |
Quantitative and Qualitative Disclosures about Market Risk. |
Item 8. |
Financial Statements and Supplementary Data. |
Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. |
Item 9A. |
Controls and Procedures. |
(1) | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company, |
(2) | provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and |
(3) | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements. |
Item 9B. |
Other Information. |
Item 9C. |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. |
Item 10. |
Directors, Executive Officers and Corporate Governance |
Name |
Age |
Position | ||
Patrick Orlando | 49 | Chairman, Chief Executive Officer and Director | ||
Francisco O. Flores | 35 | Chief Financial Officer and Secretary | ||
Guillermo Cruz | 30 | Chief Operating Officer | ||
Joseph A. Porrello | 50 | Director | ||
Rene Gerardo Sagebien | 53 | Director | ||
Eric Swider | 48 | Director | ||
Justin L. Shaner | 40 | Director |
• | the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm engaged by us; |
• | pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; |
• | setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations; |
• | setting clear policies for audit partner rotation in compliance with applicable laws and regulations; |
• | obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence; |
• | reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and |
• | reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, if any is paid by us, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; |
• | reviewing and approving on an annual basis the compensation, if any is paid by us, of all of our other officers; |
• | reviewing on an annual basis our executive compensation policies and plans; |
• | implementing and administering our incentive compensation equity-based remuneration plans; |
• | assisting management in complying with our proxy statement and annual report disclosure requirements; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; |
• | if required, producing a report on executive compensation to be included in our annual proxy statement; and |
• | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
Item 11. |
Executive Compensation. |
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
• | each person known by us to be the beneficial owner of more than 5% of our outstanding common stock; |
• | each of our executive officers and directors that beneficially owns our common stock; and |
• | all our executive officers and directors as a group. |
Class A Common Stock |
Class B Common Stock |
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Name and Address of Beneficial Owner (1) |
Number of Shares Beneficially Owned |
Approximate Percentage of Class |
Number of Shares Beneficially Owned(2) |
Approximate Percentage of Class |
Approximate Percentage of Outstanding Common Stock |
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ARC Global Investments LLC(1)(2) |
393,750 | 3.67% | 2,820,833 | 94.0% | 23.42% | |||||||||||||||
Patrick Orlando(1)(2) |
393,750 | 3.67% | 2,820,833 | 94.0% | 23.42% | |||||||||||||||
Francisco O. Flores(3) |
— | — | 10,000 | * | * | |||||||||||||||
Guillermo Cruz(4) |
— | — | 10,000 | * | * | |||||||||||||||
Joseph Porrello |
— | — | 2,500 | * | * | |||||||||||||||
Rene Sagebien |
— | — | 2,500 | * | * | |||||||||||||||
Eric Swider |
— | — | 5,000 | * | * | |||||||||||||||
Justin L. Shaner(5) |
— | — | 5,000 | * | * | |||||||||||||||
All executive officers and directors as a group (7 individuals) |
393,750 | 3.67% | 2,855,833 | 95.2% | 23.68% | |||||||||||||||
Highbridge Capital Management, LLC (6) |
1,097,400 | 10.23% | — | — | 8.00% | |||||||||||||||
Weiss Asset Management LP (7) |
990,000 | 9.23% | — | — | 7.21% | |||||||||||||||
CVI Investments, Inc. (8) |
700,000 | 6.53% | — | — | 5.10% | |||||||||||||||
Basso SPAC Fund LLC (9) |
626,012 | 5.84% | — | — | 2.35% | |||||||||||||||
Feis Equities LLC (10) |
613,262 | 5.72% | — | — | 4.47% | |||||||||||||||
Glazer Capital, LLC (11) |
1,260,807 | 11.82% | — | — | 9.24% |
* | less than 1% |
(1) | ARC Global Investments LLC, our sponsor, is the record holder of the securities reported herein. Patrick Orlando, our Chairman and Chief Executive Officer, is the director and stockholder of our sponsor. By virtue of this relationship, Mr. Orlando may be deemed to share beneficial ownership of the securities held of record by our sponsor. Mr. Orlando disclaims any such beneficial ownership except to the extent of his pecuniary interest. Unless otherwise stated, the business address of each of these entities and individuals is 777 SW 37th Avenue, Miami, FL 33135-3250. |
(2) | Interests shown consist solely of founder shares, classified as shares of Class B common stock. Such shares are convertible into shares of Class A common stock on a one-for-one |
(3) | Mr. Flores holds an interest in our sponsor and disclaims any beneficial ownership other than to the extent of his pecuniary interest. |
(4) | Mr. Cruz holds an interest in our sponsor and disclaims any beneficial ownership other than to the extent of his pecuniary interest. |
(5) | Mr. Shaner holds an interest in our sponsor and disclaims any beneficial ownership other than to the extent of his pecuniary interest. |
(6) | Represents shares that may be deemed to be beneficially owned by each of (i) Highbridge Capital Management, LLC, as the trading manager of Highbridge Tactical Credit Master Fund, L.P. and Highbridge SPAC Opportunity Fund, L.P. (collectively, the “Highbridge Funds”) and (ii) Highbridge SPAC Opportunity Fund, L.P. may be deemed to be the beneficial owner of the 648,334 shares of Class A Common Stock held by it. The business address of each of Highbridge Capital Management, LLC and Highberidge SPAC Opportunity Fund, L.P. is 277 Park Avenue, 23rd Floor, New York, New York 10172. |
(7) | Represents shares that may be deemed to be beneficially owned by each of BIP GP LLC, a Delaware limited liability company (“BIP GP”). Weiss Asset Management LP, a Delaware limited partnership (“Weiss Asset Management”), WAM GP LLC, a Delaware limited liability company (“WAM GP”), and Andrew M. Weiss, Ph.D., a United States citizen (“Andrew Weiss”). BIG GP is only deemed to own 623,700 of the 990,000 shares. Shares reported for BIP GP include shares beneficially owned by a private investment partnership (the “Partnership”) of which BIP GP is the sole general partner. Weiss Asset Management is the sole investment manager to the Partnership. WAM GP is the sole general partner of Weiss Asset Management. Andrew Weiss is the managing member of WAM GP and BIP GP Shares reported for WAM GP, Andrew Weiss and Weiss Asset Management include shares beneficially owned by the Partnership (and reported above for BIP GP). Each of BIP GP, WAM GP, Weiss Asset Management, and Andrew Weiss disclaims beneficial ownership of the shares reported herein as beneficially owned by each except to the extent of their respective pecuniary interest therein. BIP GP, Weiss Asset Management, WAM GP, and Andrew Weiss have a business address of 222 Berkeley St., 16th floor, Boston, Massachusetts 02116. |
(8) | Represents shares that may be deemed to be beneficially owned by each of CVI Investments, Inc., a Cayman Islands entity, and Heights Capital Management, Inc., a Delaware corporation. Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over these 700,000 shares, and therefore may be deemed to beneficially own these 700,000 shares. William Walmsley, the Director of CVI Investments, Inc., may also be deemed to beneficially own these 700,000 shares, as may Brian Sopinsky, Secretary of Heights Capital Management, Inc. The business address of Mr. Walmsley and CVI Investments, Inc. is: P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, KY1-1104, Cayman Islands. The business address of Mr. Sopinsky and Heights Capital Management, Inc. is: 101 California Street, Suite 3250, San Francisco, California 94111 |
(9) | Represents shares directly beneficially owned by Basso SPAC Fund LLC (“Basso SPAC”). Basso Management, LLC (“Basso Management”) is the manager of Basso SPAC. Basso Capital Management, L.P. (“BCM”) serves as the investment manager of Basso SPAC. Basso GP, LLC (“Basso GP”) is the general partner of BCM. Mr. Howard I. Fischer is the principal portfolio manager for Basso SPAC, the Chief Executive Officer and a Founding Managing Partner of BCM, and a member of each of Basso Management and Basso GP. Accordingly, each of Basso Management, BCM, Basso GP and Mr. Fischer may be deemed to indirectly beneficially own the shares. The business address of Basso SPAC, Basso Management, BCM, Basso GP and Mr. Fischer is 1266 East Main Street, Fourth Floor, Stamford, Connecticut 06902. |
(10) | Represents shares directly beneficially owned by Feis Equities LLC, an Illinois limited liability company and Lawrence M. Feis, a United States citizen (together, the “Reporting Persons”). The business address of the Reporting Persons is 20 North Wacker Drive, Suite 2115, Chicago, Illinois 60606. |
(11) | Represents shares that may be deemed to be beneficially owned by (i) Glazer Capital, a Delaware limited liability company (“Glazer Capital”) held by certain funds and managed accounts to which Glazer Capital serves as investment manager and (ii) Mr. Paul J . Glazer, who serves as the managing member of Glazer Capital, with respect to the shares held by the Gl azer funds (together, the “Reporting Persons”). The business address of the Reporting Persons is 250 West 55th Street, Suite 30A, New York, New York 10019. |
Item 13. |
Certain Relationships and Related Transactions, and Director Independence |
Item 14 . |
Principal Accountant Fees and Services. |
Item 15. |
Exhibit and Financial Statement Schedules. |
Page(s) |
||||
F-1 |
||||
Financial Statements: |
||||
F-2 |
||||
F-3 |
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F-5 |
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F-6 |
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F-7 |
Item 16. |
Form 10-K Summary |
December 31, |
December 31, |
|||||||
2021 |
2020 |
|||||||
ASSETS |
||||||||
Cash |
$ | $ | ||||||
Prepaid insurance |
— | |||||||
|
|
|
|
|||||
Total Current Assets |
||||||||
Deferred offering costs |
— | |||||||
Cash and marketable securities held in Trust Account |
— | |||||||
|
|
|
|
|||||
Total Assets |
$ |
$ |
||||||
|
|
|
|
|||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT |
||||||||
Current Liabilities |
||||||||
Accounts payable |
$ | — | $ | |||||
Accrued expense |
— | |||||||
Promissory note - related party |
— | |||||||
Franchise tax payable |
— | |||||||
|
|
|
|
|||||
Total Current Liabilities |
||||||||
Deferred underwriting commission |
— | |||||||
Warrant liability |
— | |||||||
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|
|
|||||
Total Liabilities |
||||||||
Commitments and Contingencies |
|
|
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|
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|
|
Class A common stock subject to possible redemption; |
— | |||||||
Stockholders’ Deficit |
||||||||
Preferred shares, $ |
— | |||||||
Class A common share, $ |
— | |||||||
Class B common share, par value $ |
||||||||
Additional paid-in capital |
||||||||
Accumulated deficit |
( |
) | ( |
) | ||||
Total Stockholders’ Deficit |
( |
) |
( |
) | ||||
|
|
|
|
|||||
Total Liabilities and Stockholders’ Deficit |
$ |
$ |
||||||
|
|
|
|
For the Period from |
||||||||
September 25, |
||||||||
Year Ended |
2020 (Inception) |
|||||||
December 31, |
Through |
|||||||
2021 |
September 31, 2020 |
|||||||
Formation and operating costs |
$ | $ | ||||||
Franchise tax expense |
— | |||||||
|
|
|
|
|||||
Loss from operation costs |
( |
) |
( |
) | ||||
Other income and expenses: |
||||||||
Change in fair value of warrant liability |
— | |||||||
Transaction costs incurred in connection with warrants |
( |
) | — | |||||
Interest earned on cash and marketable securities held in Trust Account |
— | |||||||
|
|
|
|
|||||
Net income (loss) |
$ |
$ |
( |
) | ||||
|
|
|
|
|||||
Weighted average shares outstanding of Class A common stock |
— | |||||||
|
|
|
|
|||||
Basic and diluted net income per Class A common stock |
$ |
$ |
— |
|||||
|
|
|
|
|||||
Weighted average shares outstanding of Class B common stock |
||||||||
|
|
|
|
|||||
Basic and diluted net income (loss) per Class B common stock |
$ |
$ |
( |
) | ||||
|
|
|
|
Retained |
||||||||||||||||||||||||||||
Class A |
Class B |
Additional |
Earnings |
Total |
||||||||||||||||||||||||
Common Stock |
Common Stock |
Paid in |
(Accumulated |
Stockholders’ |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Capital |
Deficit) |
Deficit |
||||||||||||||||||||||
Balance — January 1, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
Sale of units in Initial Public Offering, net |
— | — | — | |||||||||||||||||||||||||
Remeasurement of redeemable common s t ock |
— | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Net income |
— | — | — | — | — | |||||||||||||||||||||||
Balance - December 31, 2021 |
$ |
$ |
$ | — | $ |
( |
) |
$ |
( |
) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
Total |
|||||||||||||||||||
Common Stock |
Paid-In |
Accumulated |
Stockholder’s |
|||||||||||||||||
Shares |
Amount |
Capital |
Deficit |
Deficit |
||||||||||||||||
Balance - September 25, 2020 (inception) |
$ |
$ |
$ |
$ |
||||||||||||||||
Issuance of Class B common stock to Sponsor (1) |
— | |||||||||||||||||||
Issuance of Representative Share s |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net loss |
— | — | — | ( |
) | ( |
) | |||||||||||||
Balance - December 31, 2020 |
$ |
$ |
$ |
( |
) |
$ |
( |
) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
(1) | Includes an aggregate of |
For the Period |
||||||||
From September 25, |
||||||||
2020 (Inception) |
||||||||
Year Ended |
Through |
|||||||
December 31, |
December 31, |
|||||||
2021 |
2020 |
|||||||
Cash flows from operating activities: |
||||||||
Net income (loss) |
$ | $ | ( |
) | ||||
Adjustments to reconcile net income to net cash used in operating activities: |
||||||||
Interest earned on cash and marketable securities held in Trust Account |
( |
) | — | |||||
Change in fair value of warrant liability |
( |
) | — | |||||
Changes in operating assets and liabilities: |
||||||||
Prepaid insurance |
( |
) | ||||||
Accrued expenses |
||||||||
Franchise tax payable |
— | |||||||
|
|
|
|
|||||
Net cash used in operating activities |
( |
) |
( |
) | ||||
|
|
|
|
|||||
Cash flows from investing activities: |
||||||||
Investment of cash in Trust Account |
( |
) | — | |||||
|
|
|
|
|||||
Net cash used in investing activities |
( |
) |
— |
|||||
|
|
|
|
|||||
Cash flows from financing activities: |
||||||||
Proceeds from sale of Units, net of underwriting discount paid |
— | |||||||
Repayment of promissory note |
( |
) | — | |||||
Payment of offering costs |
( |
) | — | |||||
|
|
|
|
|||||
Proceeds from issuance of Class B common stock to sponsor |
— | |||||||
Net cash provided by financing activities |
||||||||
|
|
|
|
|||||
Net change in cash |
||||||||
Cash at beginning of period |
— | |||||||
|
|
|
|
|||||
Cash at end of period |
$ |
$ |
||||||
|
|
|
|
|||||
Non-cash investing and financing activities: |
||||||||
Remeasurement adjustment on redeemable common stock |
$ | $ | — | |||||
|
|
|
|
|||||
Issuance of representative shares |
$ | — | $ | |||||
|
|
|
|
|||||
Deferred offering costs included in promissory note – related party |
$ | — | $ | |||||
|
|
|
|
Gross Proceeds |
$ | |||
Less : |
||||
Proceeds allocated to public warrants |
( |
) | ||
Class A common stock issuance costs |
( |
) | ||
Plus : |
||||
Remeasurement adjustment on redeemable common stock |
||||
|
|
|||
Total Class A common stock subject to possible redemption |
$ | |||
|
|
Year Ended December 31, 2021 |
||||||||
Class A |
Class B |
|||||||
Basic and diluted net income (loss) per common share |
||||||||
Numerator: |
||||||||
Allocation of net income (loss), as adjusted |
$ | $ | ||||||
Denominator: |
||||||||
Basic and diluted weighted average shares outstanding |
||||||||
|
|
|
|
|||||
Basic and diluted net income (loss) per common share |
$ | $ | ||||||
|
|
|
|
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of ’ prior written notice of redemption, or the |
• | if, and only if, the closing price of the Company’s Class A common stock equals or exceeds $ |
Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. |
Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. |
Level 3: | Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
Quoted Prices in |
Significant Other |
Significant Other |
||||||||||
Active Markets |
Observable Inputs |
Unobservable Inputs |
||||||||||
Description |
(Level 1) |
(Level 2) |
(Level 3) |
|||||||||
Asset: |
||||||||||||
Marketable securities held in Trust Account |
$ | $ | — | $ | — | |||||||
Warrant Liabilities: |
||||||||||||
Public Warrants |
$ | $ | — | $ | — | |||||||
Private Placement Warrants |
$ | — | $ | — | $ |
January 7, 2021 |
December 31, 2021 |
|||||||||||
(Public Warrants) |
(Private Warrants) |
(Private Warrants) |
||||||||||
Exercise price |
$ | $ | $ |
|||||||||
Share price |
$ | $ | $ |
|||||||||
Expected term (years) |
||||||||||||
Probability of Acquisition |
% | % | % | |||||||||
Volatility |
% | % | % | |||||||||
Risk-free rate |
% | % | % | |||||||||
Dividend yield (per share) |
% | % | % |
Fair Value Measurement Using Level 3 Inputs Total |
||||
Balance, January 7, 2021 |
$ | |||
Derivative liabilities recorded on issuance of derivative warrants |
||||
Transfer of public warrants from Level 3 to Level 1 |
( |
) | ||
Change in fair value of derivative liabilities |
( |
) | ||
Balance, December 31, 2021 |
$ | |||
For the Year Ended December 31, 2021 |
||||
Deferred tax assets: |
||||
Net operating losses |
$ |
|||
Start up costs |
||||
Total deferred tax assets |
||||
Valuation Allowance |
( |
) | ||
Deferred tax asset, net of allowance |
$ |
|||
For the Year Ended December 31, 2021 |
||||
Federal |
||||
Current |
$ |
|||
Deferred |
( |
) | ||
State and local |
||||
Current |
||||
Deferred |
( |
) | ||
Change in valuation allowance |
||||
Income tax provision |
$ |
|||
For the Period Year December 31, 2021 |
||||
U.S. federal statutory rate |
% | |||
State tax, net of Federal benefit |
% | |||
Change in fair value of warrant liability |
- |
% | ||
Offering Costs attributable to warrants |
% | |||
Valuation allowance |
% | |||
Income tax provision |
||||
Exhibit No. |
Description | |
32.2 | Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** | |
101.INS | Inline XBRL Instance Document.* | |
101.SCH | Inline XBRL Taxonomy Extension Schema Document.* | |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document.* | |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document.* | |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document.* | |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document.* | |
104 | Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).* |
* | Filed herewith. |
** | Furnished herewith. |
(1) | Incorporated by reference to the Company’s Form S-1, filed with the SEC on November 3, 2020. |
(2) | Incorporated by reference to the Company’s Form S-1/A, filed with the SEC on December 15, 2020. |
(3) | Incorporated by reference to the Company’s Form 8-K, filed with the SEC on January 8, 2021. |
(4) | Incorporated by reference to the Company’s Form 10-K, filed with the SEC on March 31, 2021. |
(5) | Incorporated by reference to the Company’s Form 8-K, filed with the SEC on November 30, 2021. |
(6) | Incorporated by reference to the Company’s Form 8-K, filed with the SEC on January 13, 2022. |
April 12, 2022 | Benessere Capital Acquisition Corp | |||||
By: | /s/ Patrick Orlando | |||||
Name: | Patrick Orlando | |||||
Title: | Chief Executive Officer (Principal Executive Officer) |
Name |
Position |
Date | ||
/s/ Patrick Orlando |
Chairman, Chief Executive Officer and Director | April 12, 2022 | ||
Patrick Orlando | (Principal Executive Officer) |
|||
/s/ Francisco O. Flores |
Chief Financial Officer and Secretary | April 12, 2022 | ||
Francisco O. Flores | (Principal Financial and Accounting Officer) |
|||
/s/ Joseph A. Porrello |
Director | April 12, 2022 | ||
Joseph A. Porrello | ||||
/s/ Rene Gerardo Sagebien |
Director | April 12, 2022 | ||
Rene Gerardo Sagebien | ||||
/s/ Eric Swider |
Director | April 12, 2022 | ||
Eric Swider | ||||
/s/ Justin L. Shaner |
Director | April 12, 2022 | ||
Justin L. Shaner |