The Company granted the underwriters a
45-day option
from February 23, 2021 to purchase up to an
additional 3,000,000 units to cover over-allotments. On
February 23, 2021, the underwriters fully exercised the
over-allotment option.
On February 23, 2021, the Company paid an underwriting
discount of $4,600,000. Additionally, the underwriters were
entitled to a deferred underwriting discount of 3.5% of the
gross proceeds of the IPO held in the Trust Account, or $8,050,000,
upon the completion of the Company’s initial Business Combination.
On May 19, 2022, the underwriters waived the deferred
underwriting discount of $8,050,000, and thus the Company no longer
owed such amount to the underwriters. The Company recorded a debt
forgiveness income of $8,050,000 during the three and six months
ended June 30, 2022.
Business Combination
Agreement
On November 16, 2021, the Company entered into a Business
Combination Agreement (the “Business Combination Agreement”) 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” and, together with
First Merger Sub, the “SPAC Merger Subs”), 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 SPAC Merger Subs, the
“Merger Subs”), Semantix Tecnologia em Sistema de Informação S.A.,
a sociedade anônima organized under the laws of Brazil
(“Semantix”), and the Company. Each of New PubCo, the Merger Subs,
the Company and SPAC will individually be referred to herein as a
“Party” and, collectively, as the “Parties.”
Pursuant to the Business Combination Agreement, the Parties have
agreed that, on the terms and subject to the conditions set forth
in the Business Combination Agreement, (i) prior to the
closing, Semantix shareholders will contribute their shares of
Semantix into a newly incorporated entity in the Cayman Islands
(“Newco”) in exchange for ordinary shares of Newco (“Newco Ordinary
Shares”) and (ii) on the closing date, substantially
concurrently with and immediately after the closing of the PIPE
investment, (A) First Merger Sub shall be merged with and into
the Company (the “First Merger”), with the Company surviving as a
direct wholly owned subsidiary of New PubCo, (B) immediately
following the First Merger, the Company, as successor in the First
Merger, shall be merged with and into Second Merger Sub (the
“Second Merger” and, together with the First Merger, the “SPAC
Mergers”), with Second Merger Sub surviving as a direct wholly
owned subsidiary of New PubCo, and (C) as soon as practicable
following the Second Merger, Third Merger Sub shall be merged with
and into Newco (the “Newco Merger” and, together with the SPAC
Merger, the “Mergers”) with Newco surviving as a direct wholly
owned subsidiary of New PubCo.
On April 13, 2022, the Company entered into an amendment to
the Business Combination Agreement dated as of November 16,
2021 (the “BCA Amendment”). 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 and the form of A&R
Registration Rights Agreement. In addition, the BCA Amendment also
revised the list of Semantix 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.
On April 19, 2022, the Company and Semantix updated its
analyst presentation in connection with a planned meeting with a
research analyst from one of the underwriters that participated in
Alpha Capital’s initial public offering.
For more information about the Business Combination Agreement and
the proposed Semantix Business Combination, see the Definitive
Proxy Statement filed with the SEC on July 11, 2022.
Note 8 — Class A
Ordinary Shares Subject to Possible Redemption
As of June 30, 2022, the Class A ordinary shares
reflected on the condensed consolidated balance sheets are
reconciled in the following table:
|
|
|
|
|
Gross proceeds from IPO
|
|
$ |
230,000,000 |
|
Less:
|
|
|
|
|
Proceeds allocated to Public Warrants
|
|
|
(9,958,716 |
) |
Class A ordinary shares issuance costs
|
|
|
(12,563,732 |
) |
|
|
|
|
|
Plus:
|
|
|
|
|
Accretion of carrying value to redemption value
|
|
|
22,913,400 |
|
|
|
|
|
|
Class A ordinary
shares subject to possible redemption
|
|
$ |
230,390,952 |
|
|
|
|
|
|
|
|
|
|
|
18