Item 7.01 Regulation FD Disclosure.
On November 23, 2021, Benessere Capital Acquisition
Corp. a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger
Agreement”) by and among (i) the Company, (ii) BCAC Holdings Inc., a Delaware corporation (“Pubco”),
(iii) BCAC Purchaser Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“Purchaser Merger Sub”),
(iv) BCAC Company Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of Pubco (“Company Merger
Sub”), (v) BCAC Purchaser Rep LLC, a Delaware limited liability company (the “Purchaser Representative”),
in the capacity as the representative for the equity holders of Pubco (other than certain holders of eCombustible securities), (vi) Jorge
Arevalo in the capacity as the representative for certain security holders of eCombustible (the “Seller Representative”)
and (vii) eCombustible Energy LLC, a Delaware limited liability company (“eCombustible”).
Pursuant to the Merger Agreement, and subject to
the terms and conditions set forth therein, upon the consummation of the transactions contemplated thereby (the “Closing”),
the following shall occur: (i) Purchaser Merger Sub will merge with and into the Company, with the Company continuing as the surviving
entity, and with security holders of the Company receiving securities of Pubco with terms substantially equivalent to the terms of the
Company’s securities; (ii) Company Merger Sub will merge with and into eCombustible, with security holders of eCombustible receiving
shares of common stock of Pubco; and (iii) as a result of the foregoing mergers in (i) and (ii) above, the Company and eCombustible will
become wholly-owned subsidiaries of Pubco, and Pubco will become a publicly traded company (together, and collectively, the transactions
in (i), (ii) and (iii) in the preceding shall constitute the “Business Combination”).
On November 24, 2021, the
Company and eCombustible issued a press release announcing their execution of the Merger Agreement. A copy of the press release is furnished
hereto as Exhibit 99.1, and is incorporated herein by reference.
The information in this Item
7.01 and Exhibit 99.1 attached hereto will not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,
nor be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”)
or the Exchange Act, except as expressly set forth by specific reference in such filing.
Important Information About the Business Combination and Where
to Find It
In connection with the Merger
Agreement and the proposed Business Combination, the Company intends to file with the U.S. Securities and Exchange Commission (the “SEC”)
a registration statement on Form S-4 (the “Registration Statement”), which will include a proxy statement/prospectus. The
Company’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus
and the amendments thereto and the definitive proxy statement/prospectus and documents incorporated by reference therein filed in connection
with the Business Combination, as these materials will contain important information about the Company, eCombustible, the Merger Agreement
and the Business Combination. When available, the definitive proxy statement/prospectus and other relevant materials for the
Business Combination will be mailed to stockholders of the Company as of a record date to be established for voting on the Business Combination.
Stockholders of the Company will also be able to obtain copies of the Registration Statement, the preliminary proxy statement/prospectus,
the definitive proxy statement/prospectus and other documents filed with the SEC that will be incorporated by reference therein, without
charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to: Benessere Capital Acquisition Corp.,
78 SW 7th Street, Unit 800, Miami, FL 33130, Attention: Patrick Orlando.
Participants in the Solicitation
The Company, eCombustible
and their respective directors, executive officers, other members of management and employees may be deemed participants in the solicitation
of proxies from the Company’s stockholders with respect to the Business Combination. Investors and securityholders may obtain more
detailed information regarding the names and interests in the Business Combination of the Company’s directors and officers in the
Company’s filings with the SEC, including the Registration Statement, and such information with respect to eCombustible’s
directors and executive officers will also be included in the Registration Statement.
Forward-Looking Statements
This Current Report on Form 8-K contains
certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed Business Combination
between eCombustible and the Company, including (without limitation) statements regarding the anticipated benefits of the Business Combination,
the anticipated timing of the Business Combination, the implied enterprise value and pro forma ownership, future financial condition and
performance of eCombustible and the combined company after the Closing and expected financial impacts of the Business Combination, the
satisfaction of closing conditions to the Business Combination, the level of redemptions of the Company’s public stockholders, the
potential benefits of eCombustible’s solution for customers and potential customers, the products and markets of eCombustible and
the expected future performance and market opportunities of eCombustible. 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 Current Report on Form 8-K, including, but not limited
to, the following factors: (i) the risk that the Business Combination may not be completed in a timely manner, or at all, which may adversely
affect the price of the Company’s securities; (ii) the risk that the Business Combination may not be completed by the Company’s
business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by the Company;
(iii) the failure to satisfy the conditions to the consummation of the Business Combination, including the approval of the Merger Agreement
by the stockholders of the Company; (iv) the occurrence of any event, change or other circumstance that could give rise to the termination
of the Merger Agreement; (v) Company stockholder redemptions exceeding a maximum threshold or the failure to meet The Nasdaq Stock Market’s
initial listing standards in connection with the consummation of the contemplated transactions; (vi) the effect of the announcement or
pendency of the Business Combination on eCombustible’s business relationships, operating results, prospects and business generally;
(vii) risks that the proposed Business Combination disrupts current plans and operations of eCombustible; (viii) the outcome of any legal
proceedings that may be instituted against eCombustible or against the Company related to the Merger Agreement or the proposed Business
Combination; (ix) changes in the energy markets in which eCombustible competes, including with respect to its competitive landscape, technology
evolution or regulatory changes, (x) changes in domestic and global general economic conditions; (xi) the risk that eCombustible is not
able to recognize revenue for its products or secure additional contracts that generate revenue; (xii) the risk that eCombustible may
not be able to execute its growth strategies; (xiii) risks related to the ongoing COVID-19 pandemic and response; (xiv) risk that eCombustible
may not be able to develop and maintain effective internal controls; (xv) costs related to the Business Combination and the failure to
realize anticipated benefits of the Business Combination or to realize estimated pro forma results and underlying assumptions, including
with respect to estimated stockholder redemptions; and (xvi) risks related to competition in the markets in which eCombustible intends
to compete; and (xvii) risks related to the early stage of eCombustible’s business; and (xviii) those factors discussed in the Company’s
filings with the SEC and that that will be contained in the Registration Statement 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 will be described in
the “Risk Factors” section of the Registration Statement and other documents to be filed by the Company 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, and while the Company and eCombustible may elect
to update these forward-looking statements at some point in the future, they assume no obligation to update or revise these forward-looking
statements, whether as a result of new information, future events or otherwise. Neither of the Company nor eCombustible gives any assurance
that the Company or eCombustible, or the combined company, will achieve its expectations.
No Offer or Solicitation
This Current Report on Form 8-K will
not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination.
This Current Report on Form 8-K will also not constitute an offer to sell, or the solicitation of an offer to buy, any securities,
nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the applicable securities laws of any such jurisdiction. No offering of securities will be made
except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.