Shopping Cart

Benessere Capital Acquisition Corp. *

Benessere Capital Acquisition Corp. *

Nov 11, 2020 by Roman Developer

LIQUIDATION – 10/21/22 – LINK

  • On October 28, 2022, Benessere Capital Acquisition Corp. announced that further to the prior announcement of its determination to liquidate, the effective date for the Company’s redemption of all of its outstanding shares of Class A common stock, will be October 31, 2022.
  • The Company anticipates that the Class A Shares will cease trading as of the close of business on October 31, 2022.
  • As of November 1, 2022, the Class A Shares will be deemed canceled and will represent only the right to receive the Redemption Amount.
  • The redemption of the Public Shares will be effected within ten (10) business days after October 17, 2022. (10/27/22)
    • The per-share redemption price of approximately $10.45

The below-announced combination was terminated on 10/17/22.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

PROPOSED BUSINESS COMBINATION: eCombustible Energy LLC [Terminated]

ENTERPRISE VALUE: $866.97 million
ANTICIPATED SYMBOL: ECEC

Benessere Capital Acquisition Corp. proposes to combine with eCombustible Energy LLC, a leading innovator, and provider of customizable hydrogen-based fuel for thermal industrial applications.

The developer of fuel-generation technology designed to transform thermal or electric operations into clean-burning systems. The company engages in developing customizable, hydrogen-based fuel that replaces and outperforms fossil fuels, conventional hydrogen, and renewables as a primary source of energy for combustion processes, enabling businesses to transform any thermal or electric operation into a more efficient, clean-burning system that saves money and the environment.

EXTENSION – 7/20/22 – LINK

  • In connection with the Meeting held on July 15th, 2022, the Company extended the deadline for holders of the Company’s Class A common stock issued in the Company’s initial public offering to submit their shares for redemption in connection with the extension to Thursday, July 14, 2022.
  • As of such time, stockholders holding 3,408,684 shares of the Company’s Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account.
  • As a result, approximately $35,279,879.40 (approximately $10.35 per share) will be removed from the Company’s trust account to pay such holders.
  • The Company issued a promissory note in the principal amount of up to $1,384,161 to ARC Global Investments LLC (the “Sponsor”), pursuant to which the Sponsor loaned to the Company up to $1,384,161 to deposit into the Company’s trust account for each share of the Company’s Class A common stock that was not redeemed in connection with the Extension.
  • The Company will cause the Extension Funds to be deposited into the Trust Account, which equates to approximately $0.033 per remaining Public Share, for each month past July 7, 2022 until January 7, 2023 that the Company needs to complete an initial business combination, and such amount will be distributed either to:
    • (i) all of the holders of Public Shares upon the Company’s liquidation or
    • (ii) holders of Public Shares who elect to have their shares redeemed in connection with the consummation of the Initial Business Combination.
  • As of July 15, 2022, an aggregate of $228,386.57 had been deposited into the trust to support the first month of Extension.

SUBSEQUENT EVENT – 6/9/22 – LINK

  • 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 amends the Merger Agreement to provide that the number of shares of BCAC Holdings Class A common stock to be issued to the equityholders of eCombustible as Merger Consideration will be based on a per-share price of $10.00 rather than the price at which Benessere redeems it public stockholders upon the Redemption.
  • The Amendment also adds a minimum cash closing condition requiring that 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 $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”).

EXTENSION – 1/7/22 – LINK

  • The Company’s sponsor and eCombustible Energy LLC contributed to the Company’s trust account an aggregate amount equal to $$2,065,897.80 ($0.20/share) that is not redeemed in connection with the stockholder approval of the Extension Amendment to extend the date by which the Company must consummate its initial business combination from January 7, 2022 to July 7, 2022.
  • Stockholders holding 1,170,511 shares of the Company’s Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account. As a result, approximately $11,886,421.46 (approximately $10.15 per share) will be removed from the Company’s trust account to pay such holders.
  • The Contribution will increase the pro-rata portion of the funds available in the Company’s trust account in the event of the consummation of an initial business combination or liquidation from approximately $10.15 per share to approximately $10.35 per share.

TRANSACTION

  • Benessere raised $115 million in its initial public offering earlier this year, and approximately $116.5 million is now held in a trust account for the benefit of Bennessere’s public stockholders.
  • Under the terms of the proposed transaction announced today, a newly formed successor to Benessere will issue shares of its common stock with an aggregate value of $805 million, subject to adjustment, to current security holders of eCombustible Energy upon the closing of the proposed transaction.

ecombustible trans overview

PIPE

  • There is no PIPE for this transaction.

EARNOUT

  • The eCombustible Energy security holders may also receive, subject to the terms of the business combination agreement, up to an additional 59 million shares of Benessere common stock based on the daily volume-weighted average share price of the combined company’s common stock in any 20 trading days within a 30 trading day period beginning on the closing of the transaction and ending on the 30-month anniversary of the closing, as follows:
    • 29.5 million shares if the share price exceeds $12.50 prior to such 30-month anniversary
    • 29.5 million shares if the share price exceeds $15.00 prior to such 30-month anniversary.

LOCK-UP

  • The Sponsor agreed to a lock-up provision whereby, subject to limited specified exceptions, the Sponsor will not engage in any direct or indirect transfer or disposition of Pubco securities or Benessere securities or publicly disclose the intention to do so for six months from the Closing
    • Or, if earlier (i) the date on which the closing sale price of a share of Pubco common stock equals or exceeds $12.00 per share for any 20 trading days within any 30 trading day period commencing at least 150 days after the Closing or
    • (ii) the date post-Closing on which Pubco consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction with an unaffiliated third party resulting in all of Pubco’s stockholders having the right to exchange their equity holdings in Pubco for cash, securities or other property.

NOTABLE CONDITIONS TO CLOSING

  • Subsequent Event – On June 5th, 2022, the company amended the minimum cash at closing condition requiring Benessere to have cash and cash equivalents of at least equal to $25,000,000.
  • Each party agreed to use its commercially reasonable efforts to effect the Closing including the Purchaser Closing Cash being equal to or greater than $50,000,000.

NOTABLE CONDITIONS TO TERMINATION

  • Subsequent Event – On June 5th, 2022, The Company extended 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”).
  • The Merger Agreement may be terminated under certain customary and limited circumstances prior to the Closing, including, but not limited to, by mutual agreement, or by written notice by either Benessere or eCombustible if the Closing has not occurred on or prior to May 23, 2022 (subject to extension).
  • In the event that the Merger Agreement is terminated by Benessere as a result of a breach by eCombustible of its representations, warranties or covenants such that the related Closing condition would not be met, then Benessere shall be entitled to receive a cash termination fee equal to $4,000,000 (payable as follows:
    • (a) $2,000,000 payable within 10 Business Days after termination and
    • (b) two quarterly installments of $1,000,000 due on the three-month anniversary and six-month anniversary, respectively, of such termination).

ADVISORS

  • The documents have not been filed yet.

MANAGEMENT & BOARD

Executive Officers

Patrick Orlando, 48
Chairman, Chief Executive Officer and Director

Mr. Orlando has been serving as Chief Executive Officer of Yunhong International, a publicly listed special acquisition purpose corporation since January 2020 (Nasdaq: ZGYH). Mr. Orlando is Chief Executive Officer of Benessere Capital, LLC, an investment consulting and investment banking firm he founded in Miami in October 2012. At Benessere Capital, LLC, he has advised on fundraising, capital deployment, mergers and acquisitions, private placements, and products marketing. From March 2014 to August 2018, Mr. Orlando also served as the Chief Financial Officer of Sucro Can Sourcing LLC, a sugar trading company he co-founded, where he managed all financial matters including insurance and banking relationships. From November 2014 to August 2018, Mr. Orlando served as the Vice President of Sucro Can International LLC, a sugar processing company, where he focused on compliance, finance, and processing technology. From March 2011 to March 2014, Mr. Orlando served as the Managing Director and the Head of Structuring and Derivatives of BT Capital Markets, LLC, a boutique investment bank in Miami, Florida, where he was involved in managing global derivatives and structuring activities. From September 2006 to March 2011, Mr. Orlando served in roles including Chief Technical Officer and Director of Pure Biofuels Corporation, a renewable fuel corporation headquartered in Houston, Texas with operations in Peru. From April 1998 to December 2003, Mr. Orlando served as the Director of Emerging Markets Fixed Income Derivatives of Deutsche Bank. Mr. Orlando earned degrees in Mechanical Engineering and Management Science from the Massachusetts Institute of Technology.

Francisco O. Flores, 34
Chief Financial Officer and Secretary

Mr. Flores founded and has been serving as managing director of Trebol Capital since July 2015. Through Trebol Capital, Mr. Flores has been the lead investor in over 12 tech startups, in which some of his largest investors are Mexican government entities. Mr. Flores has also been serving as general partner at Klee Real State, a private equity fund that focus on real estate investments in Mexico since October 2018. Mr. Flores founded and has also been serving as managing partner of Younicorn Apps, a company that specializes on aiding start-ups with their technology and software development, since September 2016. In October 2011, he founded and has been serving as managing partner of Industrias Tecnológicas de Aguascalientes, a company that develops software to analyze large amounts of data for their customers. Since November 2010, he has been serving as Chief Executive Officer of Nodus The Creative Center, the first private incubator and entrepreneurship center in Bajío, Mexico, in which he supported in their business program more than 75 tech startups. Mr. Flores earned a degree in Mechatronic Engineering and specialized on Artificial Intelligence from the Instituto Tecnologico de Estudios Superiores de Monterrey (ITESM).

Guillermo Cruz, 28
Chief Operating Officer

Mr. Cruz is known for his private equity investment experience and management consulting expertise in Latin America. Mr. Cruz is the Chief Executive Officer and a partner of Asesores de Consejo y Alta Direccion S.C. and Board Solutions LLC (“ACAD & Board Solutions”), the largest corporate governance consulting firm in Latin America in revenue, a role he has held since 2010. From 2016 to 2019, Mr. Cruz grew the firm’s accumulated revenue by 150% and increased the firm’s client base from 300 to 650 clients historically. In 2013, Mr. Cruz founded GC Capital Investment Fund, a venture capital firm, which has partnered with eight startups in a variety of industries. In October 2020, he formed Maquia Capital, an agricultural private equity firm which manages more than $50 million in investments in Mexico, the United States, and Latin America. Mr. Cruz holds a MS in Finance from Harvard University, a certificate in business administration from the Yale School of Management, and a bachelor’s degree from the University of Texas at Austin.

Board of Directors

John Simpson, 36 [Resigned 11/4/21]
Director

Mr. Simpson has been serving as the Managing Partner at Bluegrass Partners since October 2018, a company focusing on investment and advisory structure in partnership with leading global animal health and nutrition company Alltech in Singapore. From August 2009 to September 2018, Mr. Simpson served as the Director at Duxton Asset Management based in Singapore, where he managed team running private equity investments from origination and analysis, modelling, to due diligence management, negotiations, through to post-investment monitoring and company board representation. Mr. Simpson has been serving as Non-Executive Director at a number of companies including ACE Dairies, the largest aggregated dairy company in Australia; Kapunga Rice Project Ltd, a rice producer and miller in East Africa; and on the board of advisors of the Women in Agribusiness Association of Asia WOMAG in Singapore. Mr. Simpson has represented his industry on the High-Level Panel of Experts of the United Nations Committee on Food Security in issues concerning Land Tenure & Responsible Agriculture Investing policy for the private sector. Mr. Simpson has also been the speaker at various high-level conferences including TICAD Japan, UN CFS, FAO, GAI. Mr. Simpson has been serving as the Company Director of World Festival Productions, a holding company producing and financing entertainment products for international touring market. From 2004 to 2005, Mr. Simpson served as the Head of Business Development of Institute for War and Peace Reporting, an institution providing analysis and consultancy in The Balkans. In 2016, Mr. Simpson graduated from the General Management Programme at Harvard Business School. In 2009, Mr. Simpson received his Master of Science degree in Population and Economic Development at London School of Economics.

Joseph A. Porello, — [Appointed 11/4/21]
Director

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.

John Fargis, 54 [Resigned 11/4/21]
Director

Mr. Fargis has been serving as the Co-Founder and Principal of BYG Advantage since June 2014, a Beijing-based platform that outsources business development, sales acceleration bridging best in class technology into the Asia Pacific region. Clients include Hashicorp, VoltDB, WANdisco, and EF. Mr. Fargis has been serving as the Professor of management, strategy, and emerging markets at Hult International Business School since February 2014, where he teaches courses including Strategy, Management, Emerging Markets, Leadership, Operations and Big Data. Mr. Fargis has been also serving as the Adjunct Professor of Strategy, and China History since January 2014 in Shanghai, China. Mr. Fargis has been serving as the Co-Founder and President of the BYG Group since January 2014, a firm providing market acceleration and venture partnering services for technology companies interested in growing their businesses across APAC. Services include Market Analysis, Market Entry, Market Acceleration, Government Relations and special vehicle creation across the region. Mr. Fargis has been serving as the Principal APAC of Hortonworks since 2014. From March 2010 to December 2013, Mr. Fargis served as the Executive Vice President and General Manager at Kaseya where he incorporated, staffed and ran offices for Kaseya in Beijing, Seoul, Tokyo and Hong Kong, and the company was purchased by Insight Venture Partners in June 2013. From 2007 to April 2010, Mr. Fargis served as the Vice President Sales and General Manager Asia of On2 Technologies which was purchased by Google in February 2010. From August 2005 to October 2007, Mr. Fargis served as the General Manager Asia Pacific of Global IP Solutions (GIPS), where he overseed sales and business development strategy for Global IP Sound (GIPS) in Asia. GIPS provides premiere quality speech processing technology for Voice Over IP (VOIP) networks, and its software enables numerous clients including application providers such as Skype, Google, AOL, Tencent, etc. From January 2004 to July 2005, Mr. Fargis served as the CEO of SiMa Systems, where he overseed funding and alliance strategy and general management for this digital clipboard solutions company. In 1998, Mr. Fargis received his Master of Arts in Law and Diplomacy degree in International Consulting at The Fletcher School of Law and Diplomacy. In 1992, Mr. Fargis received his Master’s degree in special education at Hunter College. In 1988, Mr. Fargis received his Bachelor’s degree in Medieval Studies at Wesleyan University.

Rene Gerardo Sagebien, — [Appointed 11/4/21]
Director

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.

Eric Swider, 47
Director

Mr. Swider has been serving as the Chief Executive Officer of RUBIDEX since January 2020, a start-up company focusing on data security. Mr. Swider founded Renatus Advisors and has been serving as the Partner of Renatus LLC since June 2016, where he is responsible for FEMA grant management and government advisory services. From September 2016 to January 2018, Mr. Swider served as the Managing Director of Great Bay Global where he oversaw launch of new business division focused on investing in alternative strategies. From December 2014 to June 2016, Mr. Swider served as the Managing Director of OHorizons Global, where he oversaw expansion of new investment team and was responsible for working on a global basis to expand client base and investment portfolio. From February 2010 to December 2015, Mr. Swider served as the Managing Director of Oceano Beach Resorts, where he was responsible for growing new property and resort management group. Mr. Swider received his education in Mechanics Engineering and Nuclear Science Studies at US Naval Engineering and Nuclear A Schools, an intensive two-year program studying nuclear physics, heat transfer and fluid flow, advanced mathematical practices and engineering principles.

Justin L. Shaner, 39
Director 

Mr. Shaner founded and has been serving as Chief Executive Officer of Shaner Properties LLC, a real estate investment and development company, since February 2011. Mr. Shaner has been Vice President of Development for Shaner Hotels LP, one of the foremost award-winning hospitality owner-operators and management companies in the hospitality industry, since 2018. Mr. Shaner has been serving as the Chief Executive Officer of Sobe Brooke Studios LLC, an independent film production company, since October 2012. From August 2013 to June 2016, Mr. Shaner served as a Partner and Producer of Radar Pictures in Los Angeles, California. From September 2007 to September 2015, Mr. Shaner served as the President and Chief Creative Officer of The JLS Agency, an award winning digital marketing agency. Mr. Shaner also serves as a board member for Shaner Ciocco S.r.l. which developed and manages the Renaissance Tuscany hotel. Mr. Shaner holds a Bachelor’s degree from the Pennsylvania State University.

ByRoman Developer