Item 1.01. Entry Into A Material Definitive Agreement.
Amendment No. 1 to the
Business Combination Agreement
On April 13, 2022, Alpha Capital Acquisition Company, an
exempted company incorporated with limited liability in the Cayman
Islands (“SPAC” or “Alpha Capital”) entered into an amendment to
the Business Combination Agreement, dated as of November 16,
2021, by and among Alpha Capital Holdco Company, an exempted
company incorporated with limited liability in the Cayman Islands
(“New PubCo”), Alpha Merger Sub I Company, an exempted company
incorporated with limited liability in the Cayman Islands and a
direct, wholly owned subsidiary of New PubCo (“First Merger Sub”),
Alpha Merger Sub II Company, an exempted company incorporated with
limited liability in the Cayman Islands and a direct, wholly owned
subsidiary of New PubCo (“Second Merger Sub”), Alpha Merger Sub III
Company, an exempted company incorporated with limited liability in
the Cayman Islands and a direct, wholly owned subsidiary of New
PubCo (“Third Merger Sub” and, together with First Merger Sub and
Second Merger Sub, the “Merger Subs”), Semantix Tecnologia em
Sistema de Informação S.A., a sociedade anônima organized under the
laws of Brazil (the “Company” or “Semantix”) and SPAC (the
“Business Combination Agreement” and such amendment, the “BCA
Amendment”). Each capitalized term used and not defined herein
shall have the meaning assigned to it in the Business Combination
Agreement.
Pursuant to the Business Combination Agreement, on the terms and
subject to the conditions set forth therein, at the Closing,
(i) First Merger Sub will merge with and into Alpha Capital,
with Alpha Capital surviving as a direct wholly owned subsidiary of
New PubCo, (ii) immediately thereafter, Alpha Capital will
merge with and into Second Merger Sub with Second Merger Sub
surviving as a direct wholly owned subsidiary of New PubCo and
(iii) as promptly as practicable thereafter, Third Merger Sub
will merge with and into a newly incorporated entity in the Cayman
Islands (“Newco”) with Newco surviving as a direct wholly owned
subsidiary of New PubCo.
Pursuant to the BCA Amendment, the Business Combination Agreement
was revised to correct certain scrivener’s errors contained in the
Business Combination Agreement, the form of Shareholders Agreement
attached thereto and the form of A&R Registration Rights
Agreement attached thereto. In addition, the BCA Amendment also
revised the list of Company shareholders that would be eligible to
receive the Semantix Earn-Out Shares upon the achievement of
certain price targets described in the Business Combination
Agreement.
The foregoing description of the BCA Amendment, including the
changes to the form of Shareholders Agreement and the form of
A&R Registration Rights Agreement, does not purport to be
complete and is qualified in its entirety by the terms of the BCA
Amendment, a copy of which is attached as Exhibit 2.1 hereto and is
incorporated by reference herein.
Forward-Looking
Statements
This press release contains statements that constitute
“forward-looking statements,” including with respect to the
proposed Business Combination. Forward-looking statements may be
identified by the use of words such as “estimate,” “plan,”
“project,” “forecast,” “intend,” “will,” “expect,” “anticipate,”
“believe,” “seek,” “target” or other similar expressions that
predict or indicate future events or trends or that are not
statements of historical matters. No assurance can be given that
the Business Combination discussed above will be completed on the
terms described, or at all. These statements are based on various
assumptions, whether or not identified in this press release, and
on the current expectations of Semantix’s and Alpha Capital’s
management and are not predictions of actual performance. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on by
any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and
circumstances are difficult or impossible to predict and will
differ from assumptions. Many actual events and circumstances are
beyond the control of Semantix and Alpha Capital. These
forward-looking statements are subject to a number of risks and
uncertainties, including those factors discussed in Alpha Capital’s
final prospectus that forms a part of Alpha Capital’s Registration
Statement on Form S-1 (Reg.
No. 333-252596), filed
with the SEC pursuant to Rule 424(b)(4) on February 18, 2021
(the “Prospectus”) under the heading “Risk Factors,” and other
documents of Alpha Capital filed, or to be filed, with the SEC. If
any of these risks materialize or our assumptions prove incorrect,
actual results could differ materially from the results implied by
these forward-looking statements. There may be additional risks
that neither Alpha Capital nor Semantix presently know or that
Alpha Capital nor Semantix currently believe are immaterial that
could also cause actual results to differ from those contained in
the forward-looking statements. In addition, forward-looking
statements reflect Alpha Capital’s and Semantix’s expectations,
plans or forecasts of future events and views as of the date of
this press release. Alpha Capital and Semantix anticipate that
subsequent events and developments will cause Alpha Capital’s or
Semantix’s assessments to change. However, while Alpha Capital and
Semantix may elect to update these forward-looking statements at
some point in the future, Alpha Capital and Semantix specifically
disclaim any obligation to do so. These forward-looking statements
should not be relied upon as representing Alpha Capital’s or
Semantix’s assessments as of any date subsequent to the date of
this press release. Accordingly, undue reliance should not be
placed upon the forward-looking statements.