UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 7 14, 2022

Benessere Capital Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware		001-39836		85-3223033
(State or other jurisdictionof incorporation)		(~~CommissionFile~~Commission File Number)		(IRS EmployerIdentification No.)

78 SW 7th Street, Unit 800

Miami, FL 33130

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (561) 467-5200

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	~~TradingSymbol~~Trading Symbol(s)	Name of each ~~exchangeon~~exchange on which registered
Units, each consisting of one share of Class A Common Stock, one Right and three-fourths of one Redeemable Warrant	BENEU	The NASDAQ Stock Market LLC
Class A Common Stock, par value $0.0001 per share	BENE	The NASDAQ Stock Market LLC
Rights, exchangeable into one-tenth of one share of Class A common Stock	BENER	The NASDAQ Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share Class A Common Stock for $11.50 per share	BENEW	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.

Entry into a Material Definitive Agreement.

As previously disclosed on a Current Report on Form 8-K filed with the Securities and Exchange Commission on July 7, 2022, Benessere Capital Acquisition Corp. (the “Company”) held a special meeting of stockholders (the “Meeting”), which was adjourned until July 8, 2022 to confirm voting results by the inspector of election. At the Meeting, the Company’s stockholders approved an amendment to the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate its initial business combination from July 7, 2022 to January 7, 2023, or such earlier date as determined by the Company’s board of directors (the “Extension”).

In connection with the Meeting, 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 5:00 p.m. Eastern Time on 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.

On July 15, 2022, the Company issued a promissory note (the “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 (the “Extension Funds”) to deposit into the Company’s trust account for each share of the Company’s Class A common stock (“Public Share”) 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 (the “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 trust to support the first month of Extension.

The Notes bear no interest and are repayable in full upon the earlier of (a) the date of the consummation of the Company’s initial business combination, or (b) the date of the liquidation of the Company.

The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

The foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and are incorporated herein by reference.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.

The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

OnThe ~~July 8,~~disclosure ~~2022,~~contained ~~Benessere~~in ~~Capital~~Item ~~Acquisition Corp~~1.01 ~~(the “Company”) filed an amendment to the Company’s Amended and Restated Certificate~~ of ~~Incorporation~~this ~~with~~Current ~~the~~Report ~~Secretary of State of the State of Delaware (the “Extension Amendment”). The Extension Amendment extends the date by which the Company must consummate its initial business combination from July~~on ~~7, 2022 to January~~Form 7,8-K is incorporated ~~2023, or such earlier date as determined~~ by ~~the~~reference ~~Company’s~~in ~~board~~this ofItem ~~directors (the “Board”)~~5.03.

The foregoing description is qualified in its entirety by reference to the Extension Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On July 7, 2022, the Company held a special meeting of stockholders (the “Meeting”), which was adjourned until July 8, 2022 to confirm voting results by the inspector of election. At the Meeting, the Company’s stockholders approved the Extension Amendment extending the date by which the Company must consummate its initial business combination from July 7, 2022 to January 7, 2023, or such earlier date as determined by the Board (the “Extension Amendment Proposal”).

The final voting results for the Extension Amendment Proposal were as follows:

For		Against		Abstain		Broker Non-Votes
9,309,593		0		0		0

In connection with the Special Meeting, the Company has 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 5:00 p.m. Eastern Time on Thursday, July 14, 2022 (the “Redemption Extension”).

Item 8.01. Other Events

On July 11, 2022, the Company issued a press release announcing that the Company’s stockholders have approved the Extension Amendment and announcing the Redemption Extension.

The press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this Form 8-K:

ExhibitNo.		Description of Exhibits
3.1		Amendment to Amended and Restated Certificate of Incorporation.
10.1		Promissory Note issued to ARC Global Investments LLC.
99.1		Press Release dated July 11, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Benessere Capital Acquisition Corp.
Dated: July 11, 2022	By:	/s/ Patrick Orlando
Dated: July 20, 2022	By:	/s/ Patrick Orlando
	Name:	Patrick Orlando
	Title:	Chief Executive Officer

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