SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Alpha Capital Sponsor LLC (Last) (First) (Middle) C/O ALPHA CAPITAL ACQUISITION COMPANY 1230 AVENUE OF THE AMERICAS, FLOOR 16 (Street) NEW YORK NY 10020 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Alpha Capital Acquisition Co [ ASPCU ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/03/2022
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A ordinary shares	08/03/2022		C		5,750,000	A	(1)	5,750,000	D(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B ordinary shares	(1)	08/03/2022		C			5,750,000(3)	(1)	(1)	Class A ordinary shares	5,750,000	$0	0	D(2)
Private Placement Warrants(4)	$11.5	08/03/2022		A(4)		7,000,000		09/03/2022	08/03/2027	Class A ordinary shares	7,000,000	$1	7,000,000	D(2)

Explanation of Responses:

1. Each Class B ordinary share automatically converted into Class A ordinary shares in connection with the consummation of the issuer's initial business combination on a one-for-one basis.

2. Alpha Capital Sponsor LLC (the "Sponsor") is the record holder of such shares, and is controlled by a board of managers. Each manager has one vote, and the approval of two of the three members is required to approve an action. Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by two or more individuals, and a voting and dispositive decision requires the approval of a majority of those individuals, none of the individuals is deemed a beneficial owner of the entity's securities. This is the situation with regard to the Sponsor. Based on the foregoing, no manager exercises voting or dispositive control over any of the securities held by the Sponsor. Accordingly, none of them will be deemed to have or share beneficial ownership of such shares and, for the avoidance of doubt, each expressly disclaims any such beneficial interest to the extent of any pecuniary interest he may have therein, directly or indirectly.

3. The Sponsor's Form 3 inadvertently omitted 750,000 Class B ordinary shares held by the Sponsor at that time.

4. The private placement warrants are reported as acquired for purposes of Section 16 of the Exchange Act concurrent with the consummation of the issuer's initial business combination, because, pursuant to their terms, their exercise was not within the control of the reporting persons until such date. Each private placement warrant is exercisable for one Class A ordinary share at an exercise price of $11.50 per share, subject to certain adjustments. The private placement warrants may be exercised commencing 30 days after, and expire five years after, the consummation of the initial business combination or earlier upon redemption or liquidation.

	/s/ Rahim Lakhani, Authorized Signatory	08/05/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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