NOTICE
OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 7, 2022
TO THE STOCKHOLDERS OF BENESSERE CAPITAL ACQUISITION CORP.:
Notice is hereby given of the special meeting, which we refer to as the “Special Meeting”, of stockholders of Benessere Capital
Acquisition Corp., which we refer to as “we”, “us”, “our”, “Benessere” or the “Company”, to be held at 12:00 pm Eastern Time on July 7, 2022.
The Special Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend
the Special Meeting online, vote and submit your questions during the Special Meeting by visiting https://www.cstproxy.com/benespac/sm2022. If you plan to attend the virtual online Special Meeting, you will need your 12 digit control number to vote
electronically at the Special Meeting.
A definitive proxy statement relating to the Special Meeting, which we refer to as the “Proxy
Statement”, will be mailed to the stockholders of the Company. The sole purpose of the Special Meeting is to consider and vote upon the following proposals:
| |
• |
|
a proposal to amend the Company’s amended and restated certificate of incorporation, which we refer to as
the “charter”, in the form set forth in Annex A to the Proxy Statement, which we refer to as the “Extension Amendment” and such proposal the “Extension Amendment Proposal”, to extend the date
by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses, which we refer to as a “business
combination”, (ii) cease its operations if it fails to complete such business combination, and (iii) redeem or repurchase 100% of the Company’s Class A common stock included as part of the units sold in the Company’s
initial public offering that was consummated on January 7, 2021, which we refer to as the “IPO”, from July 7, 2022 (the “Termination Date”) to January 7, 2023 or such earlier date as determined by the Board, which
we refer to as the “Extension”, and such later date, the “Extended Date”; and |
| |
• |
|
a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit
further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal, which we refer to as the “Adjournment Proposal”. The
Adjournment Proposal will only be presented at the Special Meeting if there are not sufficient votes to approve the Extension Amendment Proposal. |
Each of the Extension Amendment Proposal and the Adjournment Proposal will be more fully described in the Proxy Statement that will be mailed,
along with other proxy materials, including a proxy card, to the stockholders of the Company. Benessere urges investors, stockholders and other interested persons to read, when available, the definitive Proxy Statement, as well as other documents
filed by Benessere with the Securities and Exchange Commission (the “SEC”), because these documents will contain important information about Benessere and the Extension. When available, shareholders may obtain copies of the Proxy
Statement, without charge, at the SEC’s website at www.sec.gov or by directing a request to: info@benespac.com.
The purpose of the Extension Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow us additional time to complete the
proposed transactions (the “Business Combination”) contemplated by that certain Agreement and Plan of Merger dated November 23, 2021 (as amended on June 5, 2022, and as it may be further amended, the “Merger Agreement”)
by and among us, BCAC Holdings Inc., a Delaware corporation (“Pubco”), BCAC Purchaser Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco, BCAC Company Merger Sub LLC, a Delaware limited liability company and a
wholly-owned subsidiary of Pubco, BCAC Purchaser Rep LLC, a Delaware limited liability company, in the capacity as the representative for the equity holders of Pubco (other than certain holders of securities of eCombustible, defined below), Jorge
Arevalo in the capacity as the representative for certain security holders of eCombustible and eCombustible Energy LLC, a Delaware limited liability company (“eCombustible”). For more information about the Business Combination, see our
Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 30, 2021.