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): August 22 23, 2022

Benessere Capital Acquisition Corp.

(Exact name of registrant as specified in its charter)

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

3109 Grand Avenue #440

Miami, FL 33130

(Address of principal executive offices, including zip code)

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

78Registrant’s SWtelephone ~~7th Street~~number, ~~Unit~~including ~~800~~area code

Miami, FL 33130

(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(s)	Name of each ~~exchange~~exchangeon 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~~Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share	BENE	The ~~NASDAQ~~Nasdaq Stock Market LLC
Rights, exchangeable into one-tenth of one share of Class A common Stock	BENER	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~~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 43.0201 ~~Non-Reliance~~Notice onof ~~Previously~~Delisting ~~Issued~~or ~~Financial~~Failure ~~Statements~~to orSatisfy a ~~Related~~Continued ~~Audit~~Listing ~~Report~~Rule or ~~Completed~~Standard; ~~Interim~~Transfer ~~Review~~of Listing.

On August 2223, 2022, Benessere Capital Acquisition Corp.’s (the “Company”) ~~audit~~received ~~committee~~a ~~Chair~~notice ~~concluded,~~(the ~~after~~“Notice”) from ~~discussion~~the ~~with~~Listing Qualifications Department (the ~~Company’s~~“Staff”) ~~management,~~of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company’s ~~financial~~was ~~statements~~not ~~for~~in ~~the~~compliance ~~quarter~~with ~~ended~~Nasdaq ~~March 31,~~Listing ~~2022~~Rule 5250(c)(1) (the “~~Q1 10-Q~~Rule”), ~~should~~because nothe ~~longer~~Company befailed ~~relied~~to ~~upon~~timely ~~because~~file ofits anQuarterly ~~error~~Report inon ~~such~~Form 10-Q for ~~financial~~the ~~statements.~~quarterly ~~The~~period ~~Company’s~~ended ~~management~~June 30, ~~and~~2022 ~~audit~~(the ~~committee~~“Form ~~have~~10-Q”), ~~discussed~~with the ~~matters~~Securities ~~disclosed~~and inExchange ~~this~~Commission ~~Current~~(the ~~Report~~“SEC”). onThe ~~Form~~Rule ~~8-K~~requires ~~pursuant~~listed companies to ~~this~~timely ~~Item~~file ~~4.02~~all ~~internally~~required ~~and~~periodic ~~with~~financial ~~Marcum~~reports ~~LLP,~~with the ~~Company’s independent accountant (“Marcum”)~~SEC.

InOn ~~connection~~August 31, ~~with~~2022, the ~~preparation~~Company ofreceived ~~the~~a ~~unaudited~~letter ~~financial~~(the ~~statements~~“Letter”) onfrom ~~Form~~the ~~10-Q~~Staff ~~for~~informing the ~~quarter~~Company ~~ended~~that ~~June 30, 2022 (~~the ~~“Q2~~Staff ~~10-Q”),~~determined ~~management identified $2,065,898~~ that the Company had ~~not~~regained ~~accounted~~compliance ~~for~~with ~~properly.~~the ~~Specifically,~~Rule as a result of the Company’s ~~did~~filing ~~not~~of ~~record~~the Form 10-Q with the $2SEC on August 24,~~065,898~~ as2022. anAs ~~increase~~the toCompany ~~shares~~has ~~subject~~regained tocompliance, ~~redemption~~the ~~and~~Letter anconfirmed ~~increase~~that tothe ~~stockholders’~~matter ~~deficit~~is now closed.

~~The~~Item ~~Company~~8.01 ~~will~~Other correct and restate its unaudited financial statements for the quarter ended March 31, 2022 (the “Non-Reliance Period”) and disclose such restated financial statements in a footnote to its Q2 10-QEvents.

~~The~~On ~~Company’s~~September ~~management previously concluded~~1, ~~as disclosed in the Quarterly Report on Form 10-Q for the quarter ended March 30,~~ 2022, ~~that~~the ~~deficiencies~~Company inissued ~~internal~~a ~~control~~press ~~over~~release ~~financial~~announcing ~~reporting~~its ~~existed~~receipt ~~relating~~of to the ~~accounting~~Notice ~~treatment for complex financial instruments~~ and ~~that~~ the ~~failure~~Letter. toA ~~properly~~copy ~~account~~of ~~for~~the ~~such~~press ~~instruments~~release ~~constituted~~is aattached ~~material~~hereto ~~weakness~~ as ~~defined~~Exhibit ~~in the SEC regulations~~99.1 ~~The~~and ~~same~~is ~~deficiencies~~incorporated ~~resulted~~herein inby ~~the accounting error disclosed above~~reference.

Item 9.01

Financial Statements and Exhibits.

On September 1, 2022, the Company issued a press release announcing its receipt of the Notice and the Letter. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(d) Exhibits


99.1		Press Release, dated September 1, 2022

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.

By:	/s/ Patrick Orlando
	Name:	Patrick Orlando
	Title:	Chief Executive Officer

Dated: ~~August~~September 241, 2022

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