On May 18, 2022, Alpha Capital Acquisition Company (“Alpha
Capital”) and Semantix Tecnologia em Sistema de Informção S.A.
(“Semantix”) made a presentation to investors and research
analysts. A copy of the presentation is filed as Exhibit 99.1 to
this Current Report on Form 8-K and incorporated herein by
reference.
Important Information About the
Business Combination and Where to Find It
The proposed business combination will be submitted to the
shareholders of Alpha Capital for their consideration. Alpha
Capital has filed a registration statement on Form F-4 (the “Registration Statement”) with
the SEC which includes a preliminary proxy statement to be
distributed to Alpha Capital’s shareholders in connection with
Alpha Capital’s solicitation for proxies for the vote by Alpha
Capital’s shareholders in connection with the proposed transaction
and other matters as described in the Registration Statement, as
well as the prospectus relating to the offer of the securities to
be issued in connection with the completion of the proposed
business combination. After the Registration Statement has been
declared effective, Alpha Capital will mail a definitive proxy
statement and other relevant documents to its shareholders as of
the record date established for voting on the proposed business
combination. Alpha Capital’s shareholders and other interested
persons are advised to read the preliminary proxy statement /
prospectus and any amendments thereto and, once available, the
definitive proxy statement / prospectus, in connection with Alpha
Capital’s solicitation of proxies for its special meeting of
shareholders to be held to approve, among other things, the
proposed transaction, because these documents will contain
important information about Alpha Capital, Semantix and the
proposed business combination. Shareholders may also obtain a copy
of the preliminary or definitive proxy statement, once available,
as well as other documents filed with the SEC regarding the
proposed business combination and other documents filed with the
SEC by Alpha Capital, without charge, at the SEC’s website located
at sec.report or by directing
a request to 1230 Avenue of the Americas, Fl. 16, New York, New
York 10020.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED
OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS
ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR
THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in the
Solicitation
Alpha Capital, Semantix and certain of their respective directors,
executive officers and other members of management, employees and
consultants may, under SEC rules, be deemed to be participants in
the solicitations of proxies from Alpha Capital’s shareholders in
connection with the proposed business combination. Information
regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of Alpha Capital’s shareholders in
connection with the proposed business combination will be set forth
in Alpha Capital’s proxy statement / prospectus when it is filed
with the SEC. You can find more information about Alpha Capital’s
directors and executive officers in the Prospectus. Additional
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests will be
included in the proxy statement / prospectus when it becomes
available. Shareholders, potential investors and other interested
persons should read the proxy statement / prospectus carefully when
it becomes available before making any voting or investment
decisions. You may obtain free copies of these documents from the
sources indicated above.
Forward-Looking
Statements
This Current Report on Form 8-K includes “forward-looking
statements” within the meaning of the “safe harbor” provisions of
the Private Securities Litigation Reform Act of 1995.
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 Current Report, 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