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): ~~July 14~~August 22, 2022

Benessere Capital Acquisition Corp.

(Exact name of registrant as specified in its charter)

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

783109 SWGrand ~~7th~~Avenue ~~Street, Unit 800~~#440

Miami, FL 33130

(Address of principal executive offices, including zip code)

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

78 SW 7th Street, Unit 800

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	~~Trading Symbol~~TradingSymbol(s)	Name of each exchange 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 Stock Market LLC
Class A Common Stock, par value $0.0001 per share	BENE	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 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 14.~~01.~~02 ~~Entry~~Non-Reliance ~~into~~on Previously Issued Financial Statements or a ~~Material~~Related ~~Definitive~~Audit ~~Agreement~~Report or Completed Interim Review.

AsOn ~~previously disclosed on a Current Report on Form 8-K filed with the Securities and Exchange Commission on July~~August 722, 2022, Benessere Capital Acquisition Corp.’s (the “Company”) ~~held~~ aaudit ~~special~~committee ~~meeting~~Chair ofconcluded, ~~stockholders~~after (discussion with the ~~“Meeting”)~~Company’s management, ~~which~~that ~~was~~the ~~adjourned~~Company’s ~~until~~financial ~~July 8,~~statements ~~2022~~for tothe ~~confirm~~quarter ~~voting~~ended ~~results~~March 31, by2022 (the ~~inspector~~“Q1 of10-Q”), ~~election.~~should Atno ~~the~~longer ~~Meeting,~~be ~~the~~relied ~~Company’s~~upon ~~stockholders~~because ~~approved~~of an ~~amendment~~error toin ~~the~~such financial statements. The Company’s ~~amended~~management and ~~restated~~audit ~~certificate~~committee ofhave ~~incorporation~~discussed ~~to extend~~ the ~~date~~matters bydisclosed ~~which~~in ~~the~~this ~~Company~~Current ~~must~~Report ~~consummate~~on ~~its~~Form ~~initial~~8-K ~~business~~pursuant ~~combination from July 7, 2022~~ to ~~January 7,~~this ~~2023,~~Item or4.02 ~~such~~internally ~~earlier~~and ~~date~~with asMarcum ~~determined~~LLP, by the Company’s ~~board~~independent ofaccountant ~~directors~~ (~~the~~ “~~Extension~~Marcum”).

In connection with the ~~Meeting,~~preparation ~~the Company extended the deadline for holders~~ of the ~~Company’s~~unaudited ~~Class A~~financial ~~common~~statements ~~stock~~on ~~issued~~Form in10-Q ~~the Company’s initial public offering to submit their shares~~ for ~~redemption in connection with~~ the ~~extension~~quarter toended ~~5:00 p.m. Eastern Time on Thursday, July~~June 1430, 2022. As(the of“Q2 ~~such time~~10-Q”), ~~stockholders~~management ~~holding~~identified 3$2,~~408~~065,~~684~~898 ~~shares~~that of the Company’s ~~Class A~~had ~~common~~not ~~stock~~accounted ~~exercised their right to redeem such shares~~ for aproperly. ~~pro~~Specifically, ~~rata portion of~~ the ~~funds in the~~ Company’s ~~trust~~did ~~account.~~not Asrecord athe ~~result, approximately~~ $352,~~279~~065,~~879.40~~898 ~~(approximately~~as ~~$10.35~~an ~~per~~increase ~~share)~~to ~~will~~shares besubject ~~removed~~to ~~from~~redemption ~~the~~and ~~Company’s~~an ~~trust~~increase ~~account~~ to ~~pay~~stockholders’ ~~such holders~~deficit.

OnThe ~~July 15,~~Company ~~2022, the~~will ~~Company~~correct ~~issued~~and arestate ~~promissory~~its ~~note~~unaudited ~~(the~~financial ~~“Note”)~~statements infor the ~~principal~~quarter ~~amount~~ended ~~of up to $1,384,161~~March ~~to ARC Global Investments LLC (the “Sponsor”)~~31, ~~pursuant~~2022 ~~to which the Sponsor loaned to the Company up to $1,384,161~~ (the “~~Extension~~Non-Reliance ~~Funds~~Period”) toand ~~deposit~~disclose ~~into~~such ~~the~~restated ~~Company’s~~financial ~~trust~~statements ~~account~~in ~~for~~a ~~each~~footnote ~~share~~to ofits ~~the~~Q2 ~~Company’s Class A common stock (“Public Share”) that was not redeemed in connection with the Extension~~10-Q.

The Company’s ~~will~~management ~~cause~~previously ~~the~~concluded, ~~Extension~~as ~~Funds~~disclosed toin ~~be deposited into~~ the ~~Trust~~Quarterly ~~Account,~~Report ~~which~~on ~~equates~~Form to10-Q ~~approximately $0.033 per remaining Public Share,~~ for ~~each~~the ~~month~~quarter ~~past~~ended ~~July~~March 730, 2022 ~~until January 7~~, ~~2023~~ that ~~the~~deficiencies ~~Company~~in ~~needs~~internal tocontrol ~~complete~~over anfinancial ~~initial~~reporting ~~business~~existed ~~combination~~relating (to the ~~“Initial~~accounting ~~Business~~treatment ~~Combination”),~~for ~~and~~complex ~~such~~financial ~~amount~~instruments ~~will~~and bethat ~~distributed~~the ~~either~~failure to: ~~(i) all~~properly ofaccount ~~the~~for ~~holders~~such ofinstruments ~~Public~~constituted ~~Shares~~a ~~upon~~material ~~the~~weakness ~~Company’s~~as ~~liquidation~~defined ~~or (ii) holders of Public Shares who elect to have their shares redeemed~~ in ~~connection with~~ the ~~consummation~~SEC ~~of the Initial Business Combination~~regulations. AsThe ofsame ~~July~~deficiencies ~~15,~~resulted ~~2022,~~in ~~an aggregate of $228,386.57 had been deposited into trust to support~~ the ~~first~~accounting ~~month~~error ofdisclosed ~~Extension~~above.

The Notes bear no interest and are repayable in full upon the earlier of (a) the date of the consummation of the Company’s initial business combination, or (b) the date of the liquidation of the Company.

The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

The foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and are incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.

The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this Form 8-K:

ExhibitNo.		Description of Exhibits
10.1		Promissory Note issued to ARC Global Investments LLC.
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 24, 2022

Benessere Capital Acquisition Corp.

Dated: July 20, 2022

/s/ Patrick Orlando

Patrick Orlando

Chief Executive Officer

Filing Compare · Benessere Capital Acquisition Corp.