Special Meeting of Alpha Capital Shareholders
to Approve Business Combination, Scheduled for August 2, 2022
Upon Closing, the Combined Company’s Common
Stock is Expected to Trade on Nasdaq Under the Ticker “STIX”
Semantix, Latin America’s first fully integrated data platform,
announced that on July 11, 2022, the Securities and Exchange
Commission (“SEC”) declared effective the Registration Statement on
Form F-4 (“Registration Statement”) in connection with its proposed
business combination (the “Business Combination”) with Alpha
Capital (NASDAQ: ASPC), a special purpose acquisition company
(“SPAC”) focused on technology in Latin America. The Registration
Statement provides important information about Semantix, Alpha
Capital, and the Business Combination.
Alpha Capital also announced it has established a record date of
June 14, 2022 and a meeting date of August 2, 2022 for its special
meeting (the “Special Meeting”) to vote on the Business Combination
with Semantix. Accordingly, Alpha Capital has filed its definitive
proxy statement relating to the Special Meeting with the SEC, and
has commenced mailing the definitive proxy statement/prospectus to
its shareholders as of the record date. The Business Combination is
expected to close shortly after the Special Meeting, subject to
shareholder approvals and satisfaction of other customary closing
conditions. Upon closing, the combined company is expected to list
on Nasdaq with its Class A common stock trading under the new
ticker symbol, “STIX”.
“We are pleased to have reached this important milestone on our
journey to becoming a public company,” said Semantix CEO and
Founder Leonardo Santos. “We believe this transaction will enable
us to accelerate our growth and extend our leadership position
outside of Latin America.”
“Semantix’s end-to-end SaaS platform has tremendous opportunity
to solve their customers’ data analytics and AI journey problems,”
said Rafael Steinhauser, Founder and President, and Alec Oxenford,
Founder & CEO, both of Alpha Capital. “We encourage our fellow
Alpha Capital shareholders to support this business
combination.”
In addition to the $230 million in Alpha Capital’s trust account
(assuming no shareholder redemptions), the Business Combination
includes non-redemption commitments and a private placement (the
“PIPE”) of approximately $100 million, with key participation from
Innova Capital, Bradesco, Crescera, and FJ Labs. The Business
Combination values Semantix at a post-transaction equity value of
approximately $1 billion, assuming no redemptions by Alpha
Capital’s shareholders.
Semantix’s management team, led by CEO and Founder Leonardo
Santos, CFO Adriano Alcalde, General Manager LatAm Andre Frederico,
and CSO and Investor Relations Officer Marcela Bretas, will
continue to lead the public company following the Business
Combination.
Semantix intends to use the proceeds from the Business
Combination to enhance its product portfolio and expand its
operations internationally.
Special Meeting Details
The meeting will be held physically at the offices of Davis Polk
& Wardwell LLP located at 1600 El Camino Real, Menlo Park,
California 94025, and virtually via live webcast at 10:00 am
Eastern Time on August 2, 2022 and will be accessible by visiting
www.virtualshareholdermeeting.com/ASPC2022SM.
Alpha Capital shareholders are encouraged to attend the
extraordinary general meeting virtually via live webcast. To
register and receive access to the virtual meeting, registered
shareholders and beneficial shareholders (those holding shares
through a stock brokerage account or by a bank or other holder of
record) will need to follow the instructions applicable to them
provided in the proxy statement.
The Alpha Capital board of directors recommends all shareholders
vote “FOR” ALL PROPOSALS in advance of the Special Meeting by
telephone, via the Internet or by signing, dating and returning the
proxy card upon receipt by following the easy instructions on the
proxy card.
About Semantix
Semantix is Latin America’s first fully integrated data software
platform. Semantix has more than 300 clients with operations in
approximately 15 countries using Semantix’s software and services
to enhance their businesses. The company was founded in 2010 by CEO
Leonardo Santos. For more information, visit www.semantix.ai.
About Alpha Capital Acquisition Company
Alpha Capital (Nasdaq: ASPC) is a special purpose acquisition
company (“SPAC”) that has planned to combine its business with a
Latin American-focused technology company since its $230 million
initial public offering on Nasdaq in February 2021. The firm’s
founders and sponsors are Alec Oxenford, CEO and Chairman, and
Rafael Steinhauser, President and Director. The company’s
co-sponsors include Innova Capital, FJ Labs and Dr. Irwin Jacobs.
For more information, visit alpha-capital.io.
Forward-Looking Statements
This press release contains statements that constitute
“forward-looking statements,” including with respect to the
proposed Business Combination. Forward-looking statements may be
identified by the use of words such as “estimate,” “plan,”
“project,” “forecast,” “intend,” “will,” “expect,” “anticipate,”
“believe,” “seek,” “target” or other similar expressions that
predict or indicate future events or trends or that are not
statements of historical matters. No assurance can be given that
the Business Combination discussed above will be completed on the
terms described, or at all. These statements are based on various
assumptions, whether or not identified in this press release, and
on the current expectations of Semantix’s and Alpha Capital’s
management and are not predictions of actual performance. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on by
any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and
circumstances are difficult or impossible to predict and will
differ from assumptions. Many actual events and circumstances are
beyond the control of Semantix and Alpha Capital. These
forward-looking statements are subject to a number of risks and
uncertainties, including those factors discussed in Alpha Capital’s
proxy statement / prospectus that forms a part of the Registration
Statement on Form F-4 (Reg. No. 333-262552), filed with the SEC on
July 11, 2022 under the heading “Risk Factors,” and other documents
of Alpha Capital has filed, or will file, with the SEC. If any of
these risks materialize or our assumptions prove incorrect, actual
results could differ materially from the results implied by these
forward-looking statements. There may be additional risks that
neither Alpha Capital nor Semantix presently know or that Alpha
Capital nor Semantix currently believe are immaterial that could
also cause actual results to differ from those contained in the
forward-looking statements. In addition, forward-looking statements
reflect Alpha Capital’s and Semantix’s expectations, plans or
forecasts of future events and views as of the date of this press
release. Alpha Capital and Semantix anticipate that subsequent
events and developments will cause Alpha Capital’s or Semantix’s
assessments to change. However, while Alpha Capital and Semantix
may elect to update these forward-looking statements at some point
in the future, Alpha Capital and Semantix specifically disclaim any
obligation to do so. These forward-looking statements should not be
relied upon as representing Alpha Capital’s or Semantix’s
assessments as of any date subsequent to the date of this press
release. Accordingly, undue reliance should not be placed upon the
forward-looking statements.
Additional Information About the Proposed Business
Combination and Where to Find It
The proposed business combination will be submitted to the
shareholders of Alpha Capital for their consideration. The
Registration Statement has been declared effective on July 11, 2022
and includes a definitive proxy statement to be distributed to
Alpha Capital’s shareholders as of the record date established for
voting on the proposed business combination in connection with
Alpha Capital’s solicitation for proxies for the vote by Alpha
Capital’s shareholders in connection with the proposed transaction
and other matters as described in the Registration Statement, as
well as the prospectus relating to the offer of the securities to
be issued in connection with the completion of the proposed
business combination. Alpha Capital's shareholders and other
interested persons are advised to read the preliminary proxy
statement / prospectus and any amendments thereto and the
definitive proxy statement / prospectus, in connection with Alpha
Capital's solicitation of proxies for its special meeting of
shareholders to be held to approve, among other things, the
proposed transaction, because these documents contain important
information about Alpha Capital, Semantix and the proposed business
combination. Shareholders may also obtain a copy of the preliminary
or definitive proxy statement, as well as other documents filed
with the SEC regarding the proposed business combination and other
documents filed with the SEC by Alpha Capital, without charge, at
the SEC's website located at www.sec.gov or by directing a request
to 1230 Avenue of the Americas, Fl. 16, New York, New York
10020.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN
APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY
AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS
OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
Participants in the Solicitation
Alpha Capital, Semantix and certain of their respective
directors, executive officers and other members of management,
employees and consultants may, under SEC rules, be deemed to be
participants in the solicitations of proxies from Alpha Capital’s
shareholders in connection with the proposed business combination.
Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of Alpha Capital’s
shareholders in connection with the proposed business combination
will be set forth in Alpha Capital’s proxy statement / prospectus
when it is filed with the SEC. You can find more information about
Alpha Capital’s directors and executive officers in the Prospectus.
Additional information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests will be included in the proxy statement / prospectus when
it becomes available. Shareholders, potential investors and other
interested persons should read the proxy statement / prospectus
carefully when it becomes available before making any voting or
investment decisions. You may obtain free copies of these documents
from the sources indicated above.
No Offer or Solicitation
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
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