Item 1.02 Termination of a Material Definitive Agreement.
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"), dated
November 23, 2021, 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 Merger Agreement was amended on June 5, 2022 (the "First
Amendment") to, among other things, extend the date by which the closing of the
transactions contemplated by the Merger Agreement (the "Closing") must occur,
from May 23, 2022 to October 7, 2022 (the "Outside Date"). Pursuant to the First
Amendment, since the Closing did not occur on or prior to the Outside Date, the
Merger Agreement may be terminated by either Benessere or eCombustible upon
written notice to the other party.
On October 8, 2022, Benessere received written notice that eCombustible had
terminated the Merger Agreement.
As a result of the termination of the Merger Agreement, the Merger Agreement
will be of no further force and effect, and certain agreements entered into in
connection with the Merger Agreement, including but not limited to, the Voting
Agreement and Sponsor Support Agreement, will also automatically either be
terminated in accordance with their terms or be of no further force and effect.
The foregoing descriptions of the Merger Agreement do not purport to be complete
and are qualified in their entirety by the terms and conditions of the full text
of the Merger Agreement and the First Amendment, which were previously filed as
Exhibit 2.1 to the Current Reports on Form 8-K filed with the SEC on
November 30, 2021 and June 9, 2022, respectively, which is incorporated by
reference herein.
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Effective October 8, 2022, Joseph Porello resigned as director of Benessere.
Mr. Porello's resignation was not the result of any disagreement with
Benessere's operations, policies or practices.
Forward-Looking Statements
This Current Report on Form 8-K (the "Report") contains forward-looking
statements that involve risks and uncertainties. Forward-looking statements are
statements that are not historical facts. Such forward-looking statements are
subject to risks and uncertainties, which could cause actual results to differ
from the forward-looking statements. These forward-looking statements and
factors that may cause such differences include, without limitation,
uncertainties relating to Benessere's inability to complete an initial business
combination within the required time period or, and other risks and
uncertainties indicated from time to time in filings with the SEC, including
Benessere's Annual Report on Form 10-K for the fiscal year ended December 31,
2021 under the heading "Risk Factors" and other documents Benessere has filed,
or to be filed, with the SEC. Readers are cautioned not to place undue reliance
upon any forward-looking statements, which speak only as of the date made.
Benessere expressly disclaims any obligations or undertaking to release publicly
any updates or revisions to any forward-looking statements contained herein to
reflect any change in Benessere's expectations with respect thereto or any
change in events, conditions or circumstances on which any statement is based.
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