Commencement of eCombustible’s Commercial
Operations on Track in 2022 with Customers Pamesa Group, Anglo
American and Additional Blue-Chip Companies
eCombustible Received $11.2 Million Strategic
Investment from Pamesa Group in Connection with Entry into a $500
Million Follow-On Contract with Pamesa Group for eCombustible’s
Hydrogen-based Fuel Supply in Spain
Awarded Construction and Environmental Permit
for Fuel Supply Modules at Global Mining Company Anglo American
Nickel Mine in Brazil – Marks First Governmental Approval in
Brazil
Business Combination Remains on Track to Close
in the Third Quarter of 2022
Benessere Capital Acquisition Corp. (NASDAQ: BENE), a publicly
traded special purpose acquisition company ("Benessere"), and
eCombustible Energy LLC, an innovator and provider of customizable
hydrogen-based fuel for thermal industrial applications
("eCombustible" or "eCombustible Energy") today announced that
Benessere’s board of directors has set the close of business on
June 3, 2022 as the record date (the "Record Date") for Benessere’s
special meeting of its stockholders to be held to, among other
things, vote on the proposed business combination (the "Business
Combination") among Benessere, eCombustible, BCAC Holdings Inc., a
holding company formed for purposes of effecting the Business
Combination ("BCAC Holdings"), BCAC Purchaser Merger Sub Inc. and
BCAC Company Merger Sub Inc. Stockholders of record as of the close
of business on the Record Date will be entitled to vote their
shares at the special meeting.
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the full release here:
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A proxy statement/prospectus relating to this special meeting,
as well as the registration statement of BCAC Holdings of which it
forms a part (the "Registration Statement"), has not been finalized
or declared effective. Once final and effective, the proxy
statement/prospectus will be mailed together with a proxy card to
Benessere’s stockholders and will include the date, time and
location of the special meeting.
Completion of the Business Combination, which is expected to
occur in the third quarter of 2022, is subject to regulatory
approval, a declaration of effectiveness of the Registration
Statement that has been filed with the Securities and Exchange
Commission ("SEC"); the approval of the Business Combination by
Benessere's stockholders and eCombustible’s unitholders,
respectively; and other customary closing conditions. Benessere’s
Class A common stock, rights and warrants to purchase Class A
common stock currently are listed on the Nasdaq Capital Market
under the symbol "BENE", "BENER" and "BENEW", respectively. Upon
completion of the Business Combination, BCAC Holdings will change
its name to eCombustible Energy Corporation and shares of its
common stock and public warrants are expected to be listed on the
Nasdaq Global Market under the ticker symbols "ECEC" and "ECECW",
respectively. Please see below under "Additional Information and
Where to Find It" for more information about the Registration
Statement, and the accompanying proxy statement/prospectus.
Expected Milestones to Completion of the Business Combination
Include:
- Stockholder meeting – Q3 2022
- Business combination close – Q3 2022
- Listing on Nasdaq Capital Market under new ticker symbol "ECEC"
– Q3 2022
Proposed Business Combination Highlights
- Deal is designed to accelerate eCombustible Energy's
go-to-market strategy
- eCombustible Energy is introducing its customizable
hydrogen-based fuel production technology that it intends will
provide on-site fuel delivery under long-term fuel supply
agreements
- eCombustible Energy's fuel technology is expected to be
applicable to a large variety of stationary thermal applications,
has been designed to require little to no modification to
customers' existing thermal power equipment (e.g., boiler or kiln),
and the eCombustible fuel contains no carbon
- eCombustible Energy’s business model provides for development
of fuel production modules which are expected to be built,
installed, owned, operated, and maintained onsite by eCombustible
Energy
- Global organizations in the mining, steel, tile, beverage,
hospitality and tire sectors have shown interest in the
eCombustible fuel solution, with several customers under
contract
- Securityholders of eCombustible Energy are to receive shares of
common stock with a value of $805 million, subject to adjustment,
plus an earnout of up to 59 million additional shares, assuming
certain price targets are achieved and maintained
- Combined company common stock is expected to trade on Nasdaq
under the symbol "ECEC"; the transaction is subject to stockholder
approval and other customary closing conditions
Proposed Business and Operational Highlights
eCombustible believes the commencement of commercial operations
in 2022 will afford an opportunity to demonstrate its ability to
deliver a carbon-free, cost-effective alternative fuel source that
provides clients with a path to energy independence while also
supporting achievement of clients’ ESG goals. eCombustible has
achieved the following milestones in commercializing its
technology:
- As announced on April 5, 2022, eCombustible received an $11.2
million strategic investment from, and also signed a 10-year
follow-on contract with, Pamesa Groupo Empresarial, S.L. ("Pamesa
Group") with potential revenue of $500 million to increase the use
of eCombustible fuel at their ceramic products factories in Spain.
- Pamesa Group is one of the largest consumers of natural gas in
Spain, and one of the top five in Europe, is looking to meet the
environmental requirements of the European Union, which is
targeting to reduce CO2 emissions by up to 55% by 2030, compared to
1990 levels.
- Increases a previous commercial order to replace natural gas
consumption with the supply of eCombustible fuel from the company's
patented fuel supply modules.
- As announced on March 21, 2022, eCombustible was awarded a
construction and environmental permit for fuel supply modules at
global mining company Anglo American’s nickel mine in Brazil as
part of a partnership to support Anglo American’s carbon neutrality
commitment.
- Permit covers construction and environmental approvals for
eCombustible’s Anglo American three phased project. Phase 1 covers
a seven-year supply contract to replace Liquefied petroleum gas
(LPG) in pellet dryers at the mine, with Phases 2 and 3 expected to
include replacing heavy fuel oil and pulverized coal in kilns for a
total of up to 563,000 MMBTU/month or 225 MW of energy, subject to
negotiation of definitive documentation.
- A high-quality customer base led by Pamesa Group and several
additional blue-chip companies, representing recurring contracted
revenue streams that will commence upon initiation of commercial
operations, currently anticipated to begin in the second half of
2022.
- Should the initial rollout of these projects prove successful,
eCombustible may seek second and third phase projects from its
existing customers.
- eCombustible’s first client installations are in building
products, tile production, mining and beverage production, with
targeted expansion anticipated in these and other sectors such as
tires, cement and steel.
- Patented technology developed over 12 years that provides a
carbon free, cost-competitive solution that is designed to be
customized for most existing stationary thermal equipment.
- A build / own / operate model that is supported by long-term
contracts with large industrial customers.
About Benessere
Benessere is a blank check company formed for the purpose of
effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with
one or more businesses. Benessere's strategy is to identify and
complete business combinations with technology-focused middle
market and emerging growth companies in North, Central and South
America. For more information, please visit www.benespac.com.
About eCombustible
eCombustible Energy offers a long-term fuel supply solution that
is designed to provide the world's most fossil-fuel dependent
industries with a fuel that is carbon-free, cost-competitive, and
requires little to no modification to existing customer equipment.
The efficacy of its hydrogen-based fuel, eCombustible, has been
validated through testing and independent assessments by
third-party engineering firms. For more information visit
www.ecombustible.com.
Forward-Looking Statements
This communication contains forward-looking statements within
the meaning of the federal securities laws, including (without
limitation) statements regarding the potential benefits of the
proposed Business Combination, the potential benefits and value of
contracts and projects to eCombustible and to customers, the
expectations of eCombustible regarding the potential value of
contracts and its fuel and technology, the anticipated timing of
pre-commissioning or commercial start, the belief that the projects
will help customers meet some of their sustainability goals,
eCombustible’s expectations regarding the scope of customer
projects, and the potential benefits and attributes of
eCombustible’s solution and technology. These forward-looking
statements are generally identified by the words "believe,"
"project," "expect," "anticipate," "estimate," "intend,"
"strategy," "future," "opportunity," "plan," "may," "should,"
"will," "would," "will be," "will continue," "will likely result"
and similar expressions, but the absence of these words does not
mean that a statement is not forward-looking. Forward-looking
statements are predictions, projections and other statements about
future events that are based on current expectations and
assumptions and, as a result, are subject to risks and
uncertainties.
Many factors could cause actual future events to differ
materially from the forward-looking statements in this
communication, including, but not limited to, the following
factors: the risk that the proposed Business Combination (as
defined below) may not be completed in a timely manner, or at all;
the risk that the proposed Business Combination disrupts current
plans and operations of eCombustible; changes in the energy markets
in which eCombustible competes, including with respect to its
competitive landscape, technology evolution or regulatory changes,
or changes in domestic and global general economic conditions; the
risk that eCombustible is not able to recognize revenue for its
solutions under existing contracts or secure additional contracts
that generate revenue; the risk of contract cancellation, amendment
or decisions not to implement additional phases of projects; risks
related to changes in fuel prices; the risk that eCombustible may
not be able to execute its business strategy; risks related to the
ongoing COVID-19 pandemic and response; costs related to the
Business Combination and the failure to realize anticipated
benefits of the Business Combination; risks related to competition
in the markets in which eCombustible competes and intends to
compete; risks related to the early stage of eCombustible’s
business and its technology; eCombustible’s ability to obtain
capital necessary in order to perform its services; costs
associated with providing eCombustible fuel; risks related to
market acceptance of eCombustible’s solution; the ability of
eCombustible’s technology to perform as intended; and those factors
that are or will be contained in the Registration Statement (as
defined below) relating to the proposed Business Combination.
The foregoing list of factors is not exhaustive. You should
carefully consider the foregoing factors and the other risks and
uncertainties that are or will be described in Benessere Capital
Acquisition Corp’s ("Benessere") Annual Reports on Form 10-K and
its Quarterly Reports on Form 10-Q, the "Risk Factors" section of
the Registration Statement and other documents to be filed by BCAC
Holdings, Inc. and/or Benessere from time to time with the SEC.
These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking
statements. eCombustible disclaims any obligation to update or
revise these forward-looking statements, whether as a result of new
information, future events or otherwise.
Additional Information and Where to Find It
In connection with the proposed business combination among
Benessere, eCombustible and BCAC Holdings, Inc. and its wholly
owned subsidiaries, and which we refer to as the "Business
Combination," BCAC Holdings has filed with the U.S. Securities and
Exchange Commission (the "SEC") a registration statement on Form
S-4 (File No. 333-262669) (the "Registration Statement"). This
Registration Statement includes a document that serves as a
preliminary prospectus of BCAC Holdings and a preliminary proxy
statement of Benessere and is referred to as a proxy
statement/prospectus. The Registration Statement has not become
effective. Following the Registration Statement having been
declared effective by the SEC, a final prospectus/definitive proxy
statement and other relevant documents will be mailed to
Benessere's stockholders as of a record date to be established for
voting on the proposed Business Combination. This communication is
not a substitute for the Registration Statement, the final
prospectus/definitive proxy statement or any other document that
BCAC Holdings has or will file with the SEC, or that Benessere has
or will file with the SEC or send to its stockholders, in
connection with the proposed Business Combination. Before making
any voting or investment decision, investors and security holders
of Benessere, eCombustible and BCAC Holdings are advised to read
the Registration Statement, all other relevant documents filed or
that will be filed with the SEC in connection with the proposed
Business Combination, because these documents will contain
important information about the proposed Business Combination and
the parties to the proposed Business Combination. Investors,
security holders and other interested persons will also be able to
obtain copies of the Registration Statement, the proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC by BCAC Holdings or Benessere, free of
charge, through the website maintained by the SEC at
www.sec.gov.
Participants in the Solicitation
Benessere, eCombustible, BCAC Holdings, and certain of their
respective directors and officers, under SEC rules, may be deemed
to be participants in the eventual solicitation of proxies of
Benessere's stockholders in connection with the proposed Business
Combination. Information concerning the interests of Benessere's,
eCombustible's and BCAC Holdings' participants in the solicitation,
which may, in some cases, be different than the interests of
Benessere's, eCombustible's and BCAC Holdings' stockholders and
equity holders generally, is set forth in the proxy
statement/prospectus contained in the Registration Statement
relating to the Business Combination.
Prospective investors and security holders may obtain more
detailed information regarding the names and interests in the
proposed Business Combination of such individuals in BCAC Holdings'
filings with the SEC, including the Registration Statement, and
Benessere's filings with the SEC, including its Form 10-K filed
with the SEC on April 12, 2022. To the extent that holdings of
Benessere's securities have changed since the amounts in
Benessere's Annual Report on Form 10-K, such changes have been or
will be reflected on Statements of Change in Ownership on Form 4
filed with the SEC. Such information will also be contained in the
final prospectus/definitive proxy statement when available. You may
obtain free copies of these documents from the source indicated in
the paragraph above.
No Offer or Solicitation
This communication does not constitute (i) a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed Business Combination or (ii) an offer to
sell, a solicitation of an offer to buy, or a recommendation to buy
any security of eCombustible, Benessere, BCAC Holdings or any of
their respective affiliates. There shall not be any sale of any
securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the laws of any such jurisdiction.
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version on businesswire.com: https://www.businesswire.com/news/home/20220524005514/en/
INVESTOR RELATIONS CONTACT Chris Tyson Executive Vice
President MZ North America Direct: 949-491-8235 ECEC@mzgroup.us
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