S-4/A 1 d358530ds4a.htm FORM S-4/A Form S-4/A
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As filed with the U.S. Securities and Exchange Commission on May 16, 2022

Registration No. 333-262669

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Amendment No. 2

to

FORM S-4

 

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

BCAC Holdings Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   2813   87-3753170

(State or Other Jurisdiction of

Incorporation or Organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification No.)

78 SW 7th Street, Unit 800

Miami, Florida 33130

(561) 467-5200

(Address, including zip code, and telephone number, including area code, of  registrant’s principal executive offices)

 

 

 

 

Patrick Orlando

Chairman and Chief Executive Officer

Benessere Capital Acquisition Corp.

78 SW 7th Street, Unit 800

Miami, Florida 33130

(516) 467-5200

(Name, address, including zip code, and telephone number, including area code,  of agent for service)

 

 

Copies to:

 

Barry I. Grossman, Esq.

Jessica Yuan, Esq.

Lloyd Steele, Esq.

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, New York 10105

Telephone: (212) 370-1300

 

Stanley F. Pierson, Esq.

Gabriella A. Lombardi, Esq.

Pillsbury Winthrop Shaw Pittman LLP

2550 Hanover Street

Palo Alto, California 94304

Telephone: (650) 233-4625

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective and upon consummation of the business combination described in the enclosed proxy statement/prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated      Smaller reporting company  
     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 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

 

 

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 


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The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

PRELIMINARY PROXY STATEMENT/PROSPECTUS

SUBJECT TO COMPLETION, DATED MAY 16, 2022

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS OF BENESSERE CAPITAL ACQUISITION CORP.

AND PROSPECTUS FOR SHARES OF COMMON STOCK AND WARRANTS

OF BCAC HOLDINGS INC.

To the Stockholders of Benessere Capital Acquisition Corp.:

You are cordially invited to attend the special meeting of stockholders (the “special meeting”) of Benessere Capital Acquisition Corp., a Delaware corporation, which we refer to as “Benessere,” “we,” “us” or “our”, to be virtually held at 10:00 a.m., Eastern time, on                 , 2022. The special meeting can be accessed via live webcast by visiting                 , where you will be able to listen to the meeting live and vote during the meeting.

On November 23, 2021 we entered into an Agreement and Plan of Merger with eCombustible Energy LLC, a Delaware limited liability company (“eCombustible”), BCAC Holdings Inc., a newly formed Delaware corporation (“BCAC Holdings”), and its newly formed subsidiaries, BCAC Purchaser Merger Sub Inc., a Delaware corporation, and BCAC Company Merger Sub, LLC, a Delaware limited liability company, BCAC Purchaser Rep LLC, as purchaser representative, and Jorge E. Arevalo García, as seller representative (as may be amended from time to time, the “Merger Agreement”). The Merger Agreement provides for the combination of Benessere and eCombustible under BCAC Holdings as a newly formed holding company, and pursuant to which each of Benessere and eCombustible will merge with and into newly formed subsidiaries of BCAC Holdings (collectively, the “Merger”). At the consummation of the Merger, each of Benessere and eCombustible will survive as a direct, wholly-owned subsidiary of the newly formed BCAC Holdings. The transactions contemplated by the Merger Agreement and the Merger we refer to herein as the “Business Combination.” A copy of the Merger Agreement is attached to the accompanying proxy statement/prospectus as Annex A. Upon the consummation of the Business Combination, BCAC Holdings will change its name to “eCombustible Energy Corporation.”

The Merger Agreement provides that at the effective time of the Business Combination (the “Effective Time”):

 

(i)

all of the outstanding units representing all of the limited liability company membership interests of eCombustible (the “eCombustible Units”) will be cancelled in exchange for the right to receive 80,500,000 shares of common stock, par value $0.0001 per share, of BCAC Holdings (the “BCAC Holdings Common Stock”);

 

(ii)

all of the outstanding shares of (A) Class A common stock, par value $0.0001 per share, of Benessere, along with any equity securities paid as dividends or distributions after the closing of the Business Combination (the “Closing”) with respect to such shares or into which such shares are exchanged or converted after the Closing (collectively, the “Benessere Class A Common Stock”) will be converted into the right to receive 10,723,239 shares of BCAC Holdings Common Stock, and (B) Class B common stock, par value $0.0001 per share, of Benessere (the “Benessere Class B Common Stock” and, together with the Benessere Class A Common Stock, the “Benessere Common Stock”) will be converted into the right to receive 3,000,000 shares of BCAC Holdings Common Stock; and

 

(iii)

all of the outstanding public and private warrants of Benessere, entitling the holder thereof to purchase one share of Benessere Class A Common Stock at an exercise price of $11.50 per share (collectively, the “Benessere Warrants”) will be converted into the right to receive a warrant to purchase one share of BCAC Holdings Common Stock at an exercise price of $11.50 per share (collectively, the “BCAC Holdings Warrants”), exercisable up to an aggregate of (including warrants which were components of publicly traded units of Benessere described below) 8,920,312 shares of BCAC Holdings Common Stock.


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Upon the consummation of the Business Combination, the outstanding publicly traded units of Benessere will be separated into their component securities, consisting of (a) one share of Benessere Class A Common Stock and three-fourths (3/4) of one Benessere Warrant (each of which shall be exchanged in accordance with the foregoing description), and (b) one right to receive one tenth (1/10) of one share of Benessere Class A Common Stock (collectively, the “Benessere Rights”). Each Benessere Right entitles its holder (the “Rights Holder”) to receive such one-tenth (1/10) of one share of Benessere Class A Common Stock after the consummation of the Business Combination, upon return of a valid certificate of Rights to the rights agent for Benessere Rights. As of the date of the accompanying proxy statement/prospectus, there is a maximum of 1,189,375 shares of Benessere Class A Common Stock issuable in exchange for Benessere Rights. For each Rights Holder so tendering their certificates, the cumulative amount of Benessere Rights held by that Rights Holder will be rounded up to the nearest whole share of Benessere Class A Common Stock, and this stock shall be exchanged for BCAC Holdings Common Stock as provided in the foregoing description. For more information, please see “Question and Answers – I am a Rights Holder, and how do I receive stock in the Merger?”

The estimated total consideration in the Business Combination is $805 million, subject to adjustment based on net working capital and indebtedness on the closing date of the Merger and transaction expenses adjustments in accordance with the terms and conditions of the Merger Agreement, as described further in the accompanying proxy statement/prospectus. The merger consideration generally will be paid in shares of BCAC Holdings Common Stock. The exact number of shares of BCAC Holdings Common Stock to be issued as merger consideration in connection with the Business Combination remains subject to adjustment based on the working capital and net debt of eCombustible, transaction expenses relating to the Business Combination, those shares issuable to holders of Benessere Class A Common Stock, and the number of eCombustible Units outstanding as of immediately prior to the Effective Time, and shall be finally determined in accordance with, and subject to, the terms of the Merger Agreement. Up to an additional 59,000,000 shares of BCAC Holdings Common Stock will be contingently issuable, in the form of an earnout which is subject to certain terms and conditions relating to the price of BCAC Holdings to existing holders of eCombustible Units Common Stock during the thirty month period following the consummation of the Business Combination. For an explanation and estimate of the consideration in the Business Combination, see the section entitled “The Business Combination Proposal (Proposal 1) — Merger Consideration.”

It is anticipated that, immediately following completion of the Business Combination and if there are no redemptions by Benessere’s public stockholders and assuming all Rights Holders exercise their Benessere Rights, Benessere’s existing stockholders, including ARC Global Investments LLC (the “Sponsor”), will own approximately 15.6% of the outstanding capital stock of BCAC Holdings (of which approximately 3.5% will be owned by the Sponsor), and the existing holders of eCombustible Units will own approximately 84.4% of the outstanding capital stock of BCAC Holdings (of which approximately 31.0% will be owned by Jorge E. Arevalo García, the seller representative and eCombustible’s chief executive officer and director). If there are redemptions by Benessere’s public stockholders up to the maximum level that would permit completion of the Business Combination, immediately following completion of the Business Combination, Benessere’s existing stockholders, including the Sponsor, will own approximately 7.7% of the outstanding capital stock of BCAC Holdings (of which approximately 3.8% will be owned by the Sponsor) and the existing holders of eCombustible Units will own approximately 92.3% of the outstanding capital stock of BCAC Holdings (of which approximately 33.9% will be owned by Mr. Arevalo). These percentages do not include an earnout of up to 59,000,000 shares of BCAC Holdings Common Stock to which the existing holders of eCombustible Units are eligible, depending on terms relating to the price of the BCAC Holdings Common Stock following the Closing. These percentages are calculated based on a number of assumptions (as described in the accompanying proxy statement/prospectus) and are subject to adjustment in accordance with the terms of the Merger Agreement. For a discussion of these assumptions, see “Summary of the Proxy Statement/Prospectus — The Business Combination Proposal (Proposal 1) — Merger Consideration.”

 

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At the special meeting, our stockholders will be asked to consider and vote upon the following proposals:

 

   

Proposal No. 1 — The Business Combination Proposal — to consider and vote upon a proposal to approve the Business Combination described in this proxy statement/prospectus, including (a) adopting the Merger Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, which, among other things, provides for the merger of each of Benessere and eCombustible with and into separate, wholly-owned subsidiaries of the newly formed holding company BCAC Holdings, with each of Benessere and eCombustible surviving as a direct, wholly-owned subsidiary of BCAC Holdings, and (b) approving the other transactions contemplated by the Merger Agreement and related agreements described in this proxy statement/prospectus (which we collectively refer to as the “Business Combination Proposal”);

 

   

Proposal No. 2 — The Charter Amendments Proposal — to consider and vote upon a proposal to approve and adopt the amended and restated certificate of incorporation of BCAC Holdings (the “Proposed Charter”), in the form attached hereto as Annex B (which we refer to as the “Charter Amendments Proposal”);

 

   

Proposal No. 3— The Advisory Charter Amendments Proposals — to consider and vote upon, on a non-binding advisory basis, certain governance provisions in the Proposed Charter, presented separately in accordance with U.S. Securities and Exchange Commission (“SEC”) requirements (which we refer to as the “Advisory Charter Amendments Proposals”);

 

   

Proposal No. 4 — The Nasdaq Stock Issuance Proposal — to consider and vote on a proposal to approve, for purposes of complying with applicable listing rules of the Nasdaq Capital Market (“Nasdaq”), the issuance of more than 20% of the total issued and outstanding BCAC Holdings Common Stock in connection with the Business Combination (which we refer to as the “Nasdaq Proposal”);

 

   

Proposal No. 5 — The Incentive Plan Proposal — to consider and vote upon a proposal to approve the eCombustible Energy Corporation 2022 Stock Incentive Plan (the “Incentive Plan), effective upon the Closing, including the authorization of the share reserve under the Incentive Plan, in substantially the form attached to the accompanying proxy statement/prospectus as Annex D (which we refer to as the “Incentive Plan Proposal”);

 

   

Proposal No. 6 — The ESPP Proposal — to consider and vote upon a proposal to approve the eCombustible Energy Corporation 2022 Employee Stock Purchase Plan (the “ESPP”), effective upon the Closing, including the authorization of the share reserve under the ESPP, in substantially the form attached to the accompanying proxy statement/prospectus as Annex E (which we refer to as the “ESPP Proposal”); and

 

   

Proposal No. 7 — The Adjournment Proposal — to consider and vote upon a proposal to adjourn 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 one or more proposals at the special meeting (which we refer to as the “Adjournment Proposal”).

Each of the Business Combination Proposal, the Charter Amendments Proposal, the Nasdaq Proposal and the Incentive Plan Proposal is cross-conditioned on the approval of each other. Each of the Advisory Charter Amendments Proposals, the ESPP Proposal and the Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus. Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety.

The Benessere Class A Common Stock and the Benessere Warrants, as well as Benessere’s publicly traded units and rights, are currently listed on the Nasdaq Capital Market under the symbols “BENE,” “BENEW,” “BENEU” and “BENER,” respectively. We intend to list the BCAC Holdings Common Stock and BCAC Holdings Warrants on the Nasdaq Capital Market under the symbols “ECEC” and “ECECW,” respectively, upon

 

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the Closing of the Business Combination. As Benessere’s publicly traded units and rights will have separated into their component parts, and exchanged in the Business Combination, neither Benessere nor BCAC Holdings will have units or rights traded following closing of the Business Combination.

The Board of Directors of Benessere (the “Board”) has fixed the close of business on                 , 2022 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the special meeting or any postponement or adjournment thereof. Stockholders should carefully read the accompanying Notice of Special Meeting and proxy statement/prospectus for a more complete statement of the proposals to be considered at the Special Meeting.

After careful consideration, the Board has unanimously approved and adopted the Merger Agreement and approved the Business Combination, has approved the other proposals described in this proxy statement/prospectus, and has determined that it is advisable to consummate the Business Combination.

The Benessere board of directors recommends that its stockholders vote “FOR” the proposals described in this proxy statement/prospectus.

 

 

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the special meeting. We urge you to read the accompanying proxy statement/prospectus including the financial statements and annexes and other documents referred to herein, carefully and in their entirety. In particular, when you consider the recommendation regarding these proposals by the Board, you should keep in mind that Benessere’s directors and officers have interests in the Business Combination that are different from or in addition to, or may conflict with, your interests as a stockholder of Benessere. For instance, the Sponsor will benefit from the completion of a business combination and may be incentivized to complete a business combination that is less favorable to stockholders of Benessere than liquidating Benessere. In addition, you should carefully consider the matters discussed under “Risk Factors” beginning on page 79 of this proxy statement/prospectus. See also the section entitled “The Business Combination Proposal — Interests of Benessere’s Directors and Officers and Others in the Business Combination” for additional information.

Pursuant to our current certificate of incorporation, our public stockholders have redemption rights in connection with the Business Combination. Our public stockholders are not required to affirmatively vote for or against the Business Combination to redeem their shares of common stock. This means that public stockholders who hold shares of Benessere Class A Common Stock on or before                 , 2022 (two (2) business days before the special meeting) will be eligible to elect to have their shares of Benessere Class A Common Stock redeemed for cash in connection with the special meeting, whether or not they are holders as of the Record Date, and whether or not such shares are voted at the special meeting. Benessere public stockholders should carefully refer to the accompanying proxy statement/prospectus for the requirements and procedures of redemption.

We are providing this proxy statement/prospectus and accompanying proxy card to our stockholders in connection with the solicitation of proxies to be voted at the special meeting and at any adjournments or postponements of the special meeting.

Your vote is very important. If you are a Benessere stockholder, whether or not you plan to attend the special meeting, please take the time to vote as soon as possible. On behalf of Benessere’s board of directors, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

 

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Very truly yours,

  
    

Patrick Orlando

Chairman and Chief Executive Officer

  

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying proxy statement/prospectus or determined that the accompanying proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

 

 

The accompanying proxy statement/prospectus is dated                , 2022 and will first be mailed to the stockholders of Benessere on or about                , 2022.

 

 

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BENESSERE CAPITAL ACQUISITION CORP.

78 SW 7th Street

Unit 800

Miami, Florida 33130

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

OF BENESSERE CAPITAL ACQUISITION CORP.

TO BE HELD ON                , 2022

TO THE STOCKHOLDERS OF BENESSERE CAPITAL ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “Special Meeting”) of Benessere Capital Acquisition Corp. (“Benessere,” “we,” “us” or “our”) will be virtually held at 10:00 a.m., Eastern time, on                , 2022. The Special Meeting can be accessed via live webcast by visiting                 , where you will be able to listen to the meeting live and vote during the meeting.

At the Special Meeting, you will be asked to consider and vote upon the following proposals (the “Proposals”):

 

  (1)

Proposal No. 1 — The Business Combination Proposal —to consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 23, 2021, among Benessere, eCombustible Energy LLC, a Delaware limited liability company (“eCombustible”), BCAC Holdings Inc., a newly formed Delaware corporation (“BCAC Holdings”), and its newly formed subsidiaries, BCAC Purchaser Merger Sub Inc., a Delaware corporation, and BCAC Company Merger Sub, LLC, a Delaware limited liability company, BCAC Purchaser Rep LLC, as purchaser representative and Jorge E. Arevalo García, as seller representative. The Merger Agreement provides for the combination of Benessere and eCombustible under BCAC Holdings, and each of Benessere and eCombustible will merge with and into the newly formed subsidiaries of BCAC Holdings (collectively, the “Merger”), with each of Benessere and eCombustible surviving as a direct, wholly-owned subsidiary of BCAC Holdings. The transactions contemplated by the Merger Agreement and the Merger we refer to herein as the “Business Combination.” A copy of the Merger Agreement is attached to the accompanying proxy statement/prospectus as Annex A.

Pursuant to the Merger Agreement, upon consummation of the Business Combination,

 

  (i)

all of the outstanding units representing all of the limited liability company membership interests of eCombustible (the “eCombustible Units”) will be cancelled in exchange for the right to receive shares of common stock, par value $0.0001 per share, of BCAC Holdings (the “BCAC Holdings Common Stock”);

 

  (ii)

all of the outstanding shares of (A) Class A common stock, par value $0.0001 per share, of Benessere, along with any equity securities paid as dividends or distributions after the closing of the Business Combination (the “Closing”) with respect to such shares or into which such shares are exchanged or converted after the Closing (collectively, the “Benessere Class A Common Stock”), and (B) Class B common stock, par value $0.0001 per share, of Benessere (the “Benessere Class B Common Stock” and, together with the Benessere Class A Common Stock, the “Benessere Common Stock”) will be converted into the right to receive shares of BCAC Holdings Common Stock; and

 

  (iii)

all of the outstanding public and private warrants of Benessere, entitling the holder thereof to purchase one share of Benessere Class A Common Stock at an exercise price of $11.50 per share (collectively, the “Benessere Warrants”) will be converted into the right to receive a warrant to purchase one share of BCAC Holdings Common Stock at an exercise price of $11.50 per share (collectively, the “BCAC Holdings Warrants”).

Upon the consummation of the Business Combination, the outstanding publicly traded units of Benessere will be separated into their component securities, consisting of one share of Benessere

 

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Class A Common Stock and three-fourths (3/4) of one Benessere Warrant, each of which shall be exchanged in accordance with the foregoing description, and one right to receive one tenth (1/10) of one share of Benessere Class A Common Stock (the “Benessere Rights”). Each Benessere Right entitles its holder (the “Rights Holder”) to receive such one-tenth of one share of Benessere Class A Common Stock upon the consummation of the Business Combination. The amount of Benessere Rights held by each Rights Holder will be rounded up to the nearest whole share of Benessere Class A Common Stock and this stock shall be exchanged for BCAC Holdings Common Stock as provided in the foregoing description.

All other convertible securities and other rights to purchase limited liability company membership interests of eCombustible will be retired and terminated, if they have not been converted, exchanged or exercised for outstanding limited liability company membership interests of eCombustible immediately prior to the effective time of the Merger.

 

  (2)

Proposal No. 2 — The Charter Amendments Proposal — to consider and vote upon a proposal to approve the Amended and Restated Certificate of Incorporation of BCAC Holdings (the “Proposed Charter”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex B, which we refer to as the “Charter Amendments Proposal,” and providing for, among other things, the following material differences from Benessere’s current amended and restated certificate of incorporation:

 

  (a)

BCAC Holdings’ name to be changed to “eCombustible Energy Corporation”;

 

  (b)

a single class of common stock with                authorized shares;

 

  (c)

                authorized shares of preferred stock;

 

  (d)

establishing that the board of directors of BCAC Holdings following the Closing of the Business Combination (the “BCAC Holdings Board”) will not be divided into classes (with the number of directors of the BCAC Holdings Board being initially fixed at seven pursuant to the Merger Agreement and in accordance with the initial appointment rights provided therein, as discussed under “The Business Combination Proposal—Covenants of the Parties”);

 

  (e)

prohibiting stockholder actions by written consent; and

 

  (f)

removing various provisions applicable to special purpose acquisition corporations.

 

  (3)

Proposal No. 3— The Advisory Charter Amendments Proposals — to consider and vote upon, on a non-binding advisory basis, certain governance provisions in the Proposed Charter, presented separately in accordance with SEC requirements, which we refer to as the “Advisory Charter Amendments Proposals”;

 

  (4)

Proposal No. 4 — The Nasdaq Stock Issuance Proposal — to consider and vote on a proposal to approve, for purposes of complying with applicable listing rules of Nasdaq, the issuance of more than 20% of the total issued and outstanding BCAC Holdings Common Stock in connection with the Business Combination, which we refer to as the “Nasdaq Proposal”;

 

  (5)

Proposal No. 5 — The Incentive Plan Proposal — to consider and vote upon a proposal to approve the eCombustible Energy Corporation 2022 Stock Incentive Plan (the “Incentive Plan), effective upon the Closing, including the authorization of the share reserve under the Incentive Plan, in substantially the form attached to the accompanying proxy statement/prospectus as Annex D (which we refer to as the “Incentive Plan Proposal”);

 

  (6)

Proposal No. 6 — The ESPP Proposal — to consider and vote upon a proposal to approve the eCombustible Energy Corporation 2022 Employee Stock Purchase Plan (the “ESPP”), effective upon the Closing, including the authorization of the share reserve under the ESPP, in substantially the form attached to the accompanying proxy statement/prospectus as Annex E (which we refer to as the “ESPP Proposal”); and

 

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  (7)

Proposal No. 7 — The Adjournment Proposal — to consider and vote upon a proposal to adjourn 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 one or more proposals at the special meeting, which we refer to as the “Adjournment Proposal.”

The transactions contemplated by the Merger Agreement will be consummated only if the Business Combination Proposal, the Charter Amendments Proposal, the Nasdaq Proposal, and the Incentive Plan Proposal are approved at the Special Meeting. Each of these Proposals are cross-conditioned on each other. The Advisory Charter Amendments Proposals, the ESPP Proposal and the Adjournment Proposal are each not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting. Only holders of record of Benessere Class A Common Stock and Benessere Class B Common Stock at the close of business on                , 2022 (the “Record Date”) are entitled to notice of the Special Meeting and to vote at the Special Meeting and any adjournments or postponements of the Special Meeting. A complete list of Benessere stockholders of record entitled to vote at the Special Meeting will be available for ten (10) days before the Special Meeting at the principal executive offices of Benessere for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting.

After careful consideration, the Board has unanimously approved and adopted the Merger Agreement and unanimously recommends that our stockholders vote “FOR” all of the proposals presented to our stockholders at the Special Meeting. When you consider the Board recommendation of these proposals, you should keep in mind that directors and officers of Benessere have interests in the Business Combination that may conflict with your interests as a stockholder. See the section titled “The Business Combination Proposal — Interests of Benessere’s Directors and Officers and Others in the Business Combination” in the accompanying proxy statement/prospectus.

Pursuant to Benessere’s current certificate of incorporation, its public stockholders may demand that Benessere redeem, upon the Closing of the Business Combination, shares of our Benessere Class A Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing of the Business Combination) in the trust account (the “Trust Account”) that holds the proceeds (including interest but less taxes payable) of the Benessere initial public offering (the “Benessere IPO”). As of March 28, 2022, based on funds in the Trust Account of $107 million on such date, the pro rata portion of the funds available in the Trust Account for the redemption of public shares of Benessere Class A Common Stock was approximately $10.36 per share. Our public stockholders are not required to affirmatively vote for or against the Business Combination in order to redeem their shares of Benessere Class A Common Stock for cash. This means that public stockholders who hold shares of our Benessere Class A Common Stock on or before                , 2022 (two (2) business days before the Special Meeting) will be eligible to elect to have their shares of Benessere Class A Common Stock redeemed for cash in connection with the Special Meeting, whether or not they are holders as of the Record Date, and whether or not such shares are voted at the Special Meeting. To redeem their shares of Benessere Class A Common Stock for cash, our public stockholders can demand that Benessere convert their public shares into cash and tender their shares to Benessere’s transfer agent. Benessere stockholders should carefully refer to the accompanying proxy statement/prospectus for the requirements and procedures of redemption. Holders of Benessere’s outstanding warrants, rights and units do not have redemption rights with respect to such securities in connection with the Business Combination. Holders of Benessere’s publicly traded units must separate the underlying shares of Benessere Class A Common Stock, public rights and public warrants prior to exercising redemption rights with respect to the public Benessere Class A Common Stock.

Our sponsor, ARC Global Investments LLC, a Delaware limited liability company (our “Sponsor”), and certain of our initial stockholders, consisting of our founders (who held our Class B Common Stock issued prior to our

 

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IPO) and our officers and directors (collectively, the “Benessere Initial Stockholders”), and EF Hutton, formerly known as Kingswood Capital Markets, a division of Benchmark Investments, LLC, the representative of the underwriters in our IPO (“EFH”), have agreed to waive their redemption rights with respect to any shares of Benessere Common Stock held by them in connection with the consummation of the Business Combination (which waiver was provided in connection with Benessere’s IPO and without any separate consideration paid in connection with providing such waiver), and such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, the Sponsor and Benessere Initial Stockholders beneficially own 23.8%, Benessere’s public stockholders beneficially own 75.3% and EFH beneficially owns 0.9%, of the issued and outstanding shares of Benessere Class A Common Stock giving effect to conversion from Benessere Class B Common Stock immediately prior to the effective time of the Merger. The Sponsor, the Benessere Initial Stockholders and our officers and directors have agreed to vote any shares of Benessere Common Stock owned by them in favor of the Business Combination.

You are urged to carefully read and consider the “Risk Factors” beginning on page 76 of this proxy statement/prospectus and the other information contained in this proxy statement/prospectus in its entirety, including the Annexes and accompanying financial statements.

Your vote is very important. Whether or not you plan to attend the Special Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to ensure that your shares are represented at the Special Meeting. If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Special Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that votes relating to the shares you beneficially own are properly counted.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and related transactions and each of the Proposals. We encourage you to read this proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call us at (561) 467-5200.

 

By Order of the Board of Directors

Patrick Orlando

Chairman and Chief Executive Officer

, 2022

 

 

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TABLE OF CONTENTS

 

     PAGE  

ABOUT THIS PROXY STATEMENT/PROSPECTUS

     1  

FREQUENTLY USED TERMS

     3  

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

     7  

RISK FACTOR SUMMARY

     9  

QUESTIONS AND ANSWERS FOR STOCKHOLDERS OF BENESSERE

     11  

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

     34  

SELECTED HISTORICAL FINANCIAL INFORMATION OF ECOMBUSTIBLE

     61  

SELECTED HISTORICAL FINANCIAL INFORMATION OF BENESSERE

     63  

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

     64  

COMPARATIVE SHARE INFORMATION

     78  

RISK FACTORS

     79  

SPECIAL MEETING OF BENESSERE STOCKHOLDERS

     116  

THE BUSINESS COMBINATION PROPOSAL

     123  

THE CHARTER AMENDMENTS PROPOSAL

     153  

THE ADVISORY CHARTER AMENDMENTS PROPOSALS

     158  

THE NASDAQ PROPOSAL

     162  

THE INCENTIVE PLAN PROPOSAL

     164  

THE ESPP PROPOSAL

     171  

THE ADJOURNMENT PROPOSAL

     175  

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

     176  

INFORMATION ABOUT BENESSERE

     185  

MANAGEMENT OF BENESSERE

     190  

EXECUTIVE COMPENSATION OF BENESSERE

     196  

BENESSERE’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     197  

INFORMATION ABOUT ECOMBUSTIBLE

     203  

EXECUTIVE COMPENSATION OF ECOMBUSTIBLE

     218  

ECOMBUSTIBLE’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     223  

MANAGEMENT OF BCAC HOLDINGS AFTER THE BUSINESS COMBINATION

     233  

DESCRIPTION OF SECURITIES OF BCAC HOLDINGS

     240  

COMPARISON OF STOCKHOLDER RIGHTS

     251  

SHARES ELIGIBLE FOR FUTURE SALE

     259  

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

     262  

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     271  

MARKET INFORMATION AND DIVIDENDS ON SECURITIES

     275  

LEGAL MATTERS

     275  

INDEPENDENT AUDITORS

     276  

TRANSFER AGENT AND REGISTRAR

     276  

DELIVERY OF DOCUMENTS TO STOCKHOLDERS

     276  

SUBMISSION OF STOCKHOLDER PROPOSALS

     276  

FUTURE STOCKHOLDER PROPOSALS

     276  

WHERE YOU CAN FIND MORE INFORMATION

     276  

INDEX TO FINANCIAL STATEMENTS

     F-1  

 

ANNEXES

     1  

A — Agreement and Plan of Merger

     A-1  

B — Form of Amended and Restated Certificate of Incorporation of BCAC Holdings Inc.

     B-1  

C — Form of Amended and Restated Bylaws of BCAC Holdings Inc.

     C-1  

 

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by BCAC Holdings, constitutes a prospectus of BCAC Holdings under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to (1) the BCAC Holdings Common Stock to be issued to the Benessere stockholders, (2) the BCAC Holdings Common Stock to be issued to the holders of eCombustible Units, (3) the BCAC Holdings Common Stock to be issued in exchange for Benessere Class A Common Stock issued pursuant to Benessere Rights, (4) the BCAC Holdings Warrants to be issued by BCAC Holdings to holders of Benessere Warrants and (5) the BCAC Holdings Common Stock underlying such BCAC Holdings Warrants, in each case, if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to the special meeting of Benessere stockholders at which Benessere stockholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Merger Agreement, among other matters.

You should rely only on the information contained or incorporated by reference into this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of such incorporated document. Neither the mailing of this proxy statement/prospectus to Benessere stockholders nor the issuance by BCAC Holdings of its common stock in connection with the Business Combination will create any implication to the contrary.

Information contained or incorporated by reference in this proxy statement/prospectus regarding Benessere and its business, operations, management and other matters has been provided by Benessere, and information contained in this proxy statement/prospectus regarding eCombustible and its business, operations, management and other matters has been provided by eCombustible. Information provided by either Benessere, on the one hand, or eCombustible, on the other hand, does not constitute any representation, estimate or projection of any other party.

This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy or consent, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

If you would like additional copies of this proxy statement/prospectus or if you have questions about the Business Combination or the proposals to be presented at the special meeting, please contact Benessere’s proxy solicitor listed below. You will not be charged for any of these documents that you request.

[Proxy Solicitor’s name and contact information to be included].

In order for you to receive timely delivery of the documents in advance of the special meeting to be held on                , 2022, you must request the information by                , 2022.

For a more detailed description of the information incorporated by reference in this proxy statement/prospectus and how you may obtain it, see the section captioned “Where You Can Find More Information” beginning on page 226 of this proxy statement/prospectus.

 

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TRADEMARKS

Benessere and eCombustible own or have rights to trademarks that they use in connection with the operation of their respective businesses and that are used in this proxy statement/prospectus. This proxy statement/prospectus also includes other trademarks, trade names and service marks that are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this proxy statement/prospectus are listed without the applicable®, and SM symbols, but they will assert, to the fullest extent under applicable law, their rights to these trademarks, trade names and service marks.

MARKET AND INDUSTRY DATA

This proxy statement/prospectus includes industry data and forecasts that Benessere and eCombustible obtained or derived from internal company analyses, independent third party publications and other industry data. Some data are also based on good faith estimates, which are derived from internal company analyses, information, assumptions or judgments, as well as the independent sources referred to above. Statements as to industry position are based on market data currently available. Any estimates underlying such market-derived information and other factors could cause actual results to differ from those expressed in the independent parties’ estimates and in our estimates, and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this proxy statement/prospectus.

 

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FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and “Benessere” refer to Benessere Capital Acquisition Corp.

In this document:

“BCAC Holdings” means BCAC Holdings Inc., a Delaware corporation, and newly formed corporation in connection with the Business Combination, and upon consummation of the Business Combination each of Benessere and eCombustible will be direct, wholly-owned subsidiaries of BCAC Holdings, and BCAC Holdings will change its name to “eCombustible Energy Corporation.”

“BCAC Holdings Common Stock” means common stock, par value $0.0001 per share, of BCAC Holdings.

“BCAC Holdings Preferred Stock” means preferred stock, par value $0.0001 per share, of BCAC Holdings.

“Benessere” means Benessere Capital Acquisition Corp., a Delaware corporation.

“Benessere Certificate of Incorporation” means Benessere’s amended and restated certificate of incorporation, as may be amended from time to time.

“Benessere Class A Common Stock” or “our Class A Common Stock” means the Class A common stock, par value $0.0001 per share, of Benessere.

“Benessere Class B Common Stock” or “our Class B Common Stock” means the Class B common stock, par value $0.0001 per share, of Benessere.

“Benessere Common Stock” or “our Common Stock” means common stock of Benessere, par value $0.0001, including the Benessere Class A Common Stock and Benessere Class B Common Stock.

“Benessere Preferred Stock” means the shares of preferred stock, par value $0.0001 per share, of Benessere.

“Benessere Initial Stockholders” means our Sponsor who purchased our founder shares (consisting of our Class B Common Stock issued prior to our IPO), and its permitted transferees, and our Sponsor who purchased our Class A Common Stock in a Private Placement in connection with our IPO.

“Benessere IPO” or “our IPO” means Benessere’s initial public offering.

“Benessere Rights” means, collectively, the rights, each of which is exchangeable into one-tenth of one share of Benessere Class A Common Stock.

“Benessere Warrants” means, collectively, the public and private warrants of Benessere to purchase a share of Benessere Class A Common Stock at a purchase price of $11.50 per share.

“Benessere Units” means a unit consisting of one share of Benessere Class A Common Stock, one Benessere Right and three-fourths of one Benessere Warrant.

“Board,” unless otherwise defined, means the board of directors of Benessere.

“Business Combination” means the transactions contemplated by the Merger Agreement whereby, among other things, Benessere is merged with Purchaser Merger Sub and eCombustible is merged with Seller Merger Sub, with each of Benessere and eCombustible surviving as direct, wholly-owned subsidiaries of the new holding company BCAC Holdings.

 

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“Closing” means the closing of the Business Combination.

“Closing Date” means the date and time of the Closing.

“Code” means the Internal Revenue Code of 1986, as amended.

“Combined Entity” or “Combined Company” means BCAC Holdings after the consummation of the Business Combination in which it becomes the parent company of its direct, wholly-owned subsidiaries, Benessere and eCombustible, and means, collectively, BCAC Holdings, and its direct, wholly-owned subsidiaries, Benessere and eCombustible.

“Company Merger Sub” means BCAC Company Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of BCAC Holdings.

“Condition Precedent Proposals” mean the Business Combination Proposal, the Charter Amendments Proposal, the Nasdaq Proposal and the Incentive Plan Proposal.

“DGCL” means the Delaware General Corporation Law.

“eCombustible” means eCombustible Energy LLC, a Delaware limited liability company.

“eCombustible Energy Corporation” is the name of the Combined Entity, after the proposed filing of the Proposed Charter with the Delaware Secretary of State following the Business Combination.

“eCombustible Holders” means, collectively, the holders of eCombustible Units.

“eCombustible Units” means the units of any type or class representing fractional parts of the limited liability company membership interests of eCombustible, including without limitation, all of its capital interests and profits interests.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“EFH” means EF Hutton, formerly known as Kingswood Capital Markets, a division of Benchmark Investments, LLC, the representative of the underwriters in the Benessere IPO.

“founder shares” means 2,875,000 shares of Benessere Class B Common Stock purchased by the Sponsor on September 30, 2020.

“FPU” means a fuel production unit of eCombustible.

“Marshall & Stevens” means Marshall & Stevens Incorporated.

“Marshall & Stevens’ Opinion” means the formal written opinion of Marshall & Stevens delivered to the Board on November 19, 2021 in respect of a valuation and opinion relating to the Business Combination, a copy of which is attached to his proxy statement/prospectus as Annex F.

“Merger Agreement” means the Agreement and Plan of Merger, dated as of November 23, 2021, by and among (i) Benessere, (ii) BCAC Holdings, (iii) Purchaser Merger Sub, (iv) Company Merger Sub, (v) the Purchaser Representative, (vi) eCombustible and (vii) the Seller Representative.

“Merger Subs” means Purchaser Merger Sub and Company Merger Sub.

“MMBtu” means million British thermal unit.

 

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“placement shares” means 393,750 shares of Benessere Class A Common Stock underlying the placement units.

“placement units” means 393,750 Benessere Units sold to the Sponsor in the Private Placement.

“placement warrants” means the warrants exercisable to purchase 295,312 shares of Benessere Class A Common Stock issued as part of the placement units.

“Private Placement” means the private placement consummated simultaneously with the Benessere IPO in which Benessere issued the placement units to the Sponsor.

“Proposals” means the Business Combination Proposal, the Charter Amendments Proposal, the Advisory Charter Amendments Proposals, the Nasdaq Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal.

“Proposed Charter” means the Amended and Restated Certificate of Incorporation of BCAC Holdings, a copy of which is attached to this proxy statement/prospectus as Annex B,

“public rights” means the Benessere Rights.

“public shares” means Benessere Class A Common Stock underlying the Benessere Units sold in the Benessere IPO.

“public stockholders” means holders of public shares.

“publicly traded units” means Benessere Units issued in the Benessere IPO.

“public warrants” means Benessere Warrants underlying the Benessere Units issued in the Benessere IPO.

“Purchaser Merger Sub” means BCAC Purchaser Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of BCAC Holdings.

“Purchaser Parties” means, collectively, Benessere, BCAC Holdings and the Merger Subs.

“Purchaser Representative” means the BCAC Purchaser Rep LLC, a Delaware limited liability company, as the representative of the equity holders of BCAC Holdings (other than eCombustible Holders) for certain purposes of the Merger Agreement specified therein.

“representative shares” means 125,000 shares of Benessere Class B Common Stock issued for nominal consideration to EFH, the representative of our underwriters and its designees in connection with our IPO.

“rights agent” means Continental Stock Transfer & Trust Company, the rights agent designed under the Rights Agreement.

“Rights Agreement” means the Rights Agreement between Benessere and the rights agent, dated January 4, 2021.

“Rights Holder” means a holder of Benessere Rights.

“redemption” means the right of the holders of Benessere Class A Common Stock to have their shares redeemed in accordance with the procedures set forth in this proxy statement/prospectus.

“Seller Representative” means Jorge E. Arevalo García, as the representative of the eCombustible Holders for certain purposes of the Merger Agreement specified therein.

 

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“Special Meeting” means the special meeting of the stockholders of Benessere, to be virtually held at 10:00 a.m. Eastern Time, on                 , 2022.

“Sponsor” means ARC Global Investments LLC, a Delaware limited liability company.

“Trust Account” or “Benessere trust account” means the trust account of Benessere, which holds the net proceeds of the Benessere IPO and the sale of the placement units, together with interest earned thereon, less amounts released to remit tax payable obligations and up to $100,000 of any remaining interest for dissolution expenses.

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. This includes, without limitation, statements regarding the financial position, financial performance, business strategy, expectations of our business and the plans and objectives of management for future operations, including as they relate to the potential Business Combination. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this proxy statement/prospectus, forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target”, “designed to” or other similar expressions that predict or indicate future events or trends or that are not statements of historical facts. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These forward-looking statements may include statements, among other things, relating to:

 

   

the benefits of the Business Combination;

 

   

the future financial and business performance of BCAC Holdings and its subsidiaries, including eCombustible, following the Business Combination;

 

   

the performance of eCombustible technology in full-scale operations at customer locations;

 

   

the potential market size and the assumptions and estimates related thereto;

 

   

changes in the market for eCombustible products and services;

 

   

expansion and other plans and opportunities; and

 

   

other statements preceded by, followed by or that include the words “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek” or “target,” or similar expressions.

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus, and expectations, forecasts and assumptions as of that date, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

In addition, you should not place undue reliance on forward-looking statements in deciding how to grant your proxy, instruct how your vote should be cast or vote your shares on the proposals set forth in this proxy statement/prospectus. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by our forward-looking statements. Some factors that could cause actual results to differ include, among others:

 

   

the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement;

 

   

a delay in completing, or the inability to complete, the transactions contemplated by the proposed Business Combination, due to a failure to obtain the approval of the stockholders of Benessere, a failure to satisfy other conditions to Closing in the Merger Agreement or some other reason;

 

   

the inability to obtain the listing of BCAC Holdings Common Stock and BCAC Holdings Warrants on Nasdaq or another exchange following the Business Combination;

 

   

the risk that the proposed Business Combination disrupts eCombustible’s current plans and operations;

 

   

the reaction of eCombustible’s customers to the Business Combination;

 

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the inability to realize anticipated benefits of the Business Combination, which could result from, among other things, competition, the inability to integrate the Benessere and eCombustible businesses or the inability of the combined business to generate revenue, grow and manage growth profitably;

 

   

the level of redemptions by holders of Benessere Common Stock;

 

   

differences in the debt, or working capital, or other expenses, or other items that affect the consideration in the Business Combination, or other assumptions relating to our calculation of possible values and percentages holdings by parties to the Business Combination;

 

   

costs related to the Business Combination;

 

   

the outcome of any legal proceedings that might be instituted against Benessere or eCombustible, including any legal proceedings relating to the proposed Business Combination;

 

   

changes in applicable laws or regulations;

 

   

the actual performance of eCombustible’s technology in full-scale operation at customer locations;

 

   

the timing of revenue and expenditures;

 

   

the ability of eCombustible to access sufficient capital to run its business;

 

   

assumptions regarding, and changes in, energy, material and labor prices;

 

   

the possibility that Benessere or eCombustible might be adversely affected by other economic, business or competitive factors; and

 

   

other risks and uncertainties indicated in this proxy statement/prospectus, including those indicated under the section entitled “Risk Factors.”

 

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RISK FACTOR SUMMARY

eCombustible’s business and its ability to execute its strategy, the proposed Business Combination, and any investment in the securities of BCAC Holdings after the Business Combination are subject to risks and uncertainties, many of which are beyond BCAC Holdings’ or eCombustible’s control and will be beyond the control of the Combined Company. You should carefully consider and evaluate all of the risks and uncertainties with respect to any investment in the securities of the Combined Company, including, but not limited to, the following and those discussed under “Risk Factors.” References below to eCombustible shall be deemed to also refer to BCAC Holdings and the post-Business Combination company, as the context requires or as appropriate.

Risks Relating to eCombustible

 

   

eCombustible will require significant additional capital to pursue its business strategy, but it may not be able to obtain additional financing on acceptable terms or at all.

 

   

eCombustible’s business model and technology have yet to be operated in a commercial setting and any failure to commercialize its strategic plans would have an adverse effect on its operating results and business, harm its reputation and could result in substantial liabilities that exceed its resources.

 

   

eCombustible’s fuel production units may not generate expected levels of output or may not operate as efficiently as expected.

 

   

eCombustible has a history of operating losses, has not yet generated any revenue and expects to incur significant additional expenses and operating losses.

 

   

eCombustible’s financial statements contain disclosure regarding the substantial doubt about its ability to continue as a going concern. eCombustible will need additional financing to execute its business plan, to fund its operations and to continue as a going concern.

 

   

If demand for eCombustible fuel does not develop as eCombustible expects, its revenue will suffer, and its business will be harmed.

 

   

eCombustible’s failure to secure new contracts may adversely affect its business operations and financial results.

 

   

If eCombustible is not able to successfully manage its growth strategy, its business operations and financial results may be adversely affected.

 

   

An increase in the prices of materials used in eCombustible’s business could adversely affect its business.

 

   

eCombustible may be unable to complete or operate its projects on a profitable basis or as eCombustible has committed to its customers.

 

   

Operation of its business in international markets may expose eCombustible to additional risks that eCombustible would not face in the United States, which could have an adverse effect on its operating results.

 

   

Failure of third parties to timely manufacture quality products or provide reliable services in a timely manner could cause delays in the delivery of eCombustible’s services and completion of its projects, which could damage its reputation, have a negative impact on its relationships with its customers and adversely affect its growth.

 

   

eCombustible’s estimates of market opportunity and forecasts of market growth may prove to be inaccurate.

Risks Relating to Benessere, BCAC Holdings and the Business Combination

 

   

Benessere has identified a material weakness in its internal control over financial reporting as of December 31, 2021, which may adversely affect investor confidence in Benessere and materially and adversely affect its business and operating results.

 

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If Benessere does not consummate a business combination by the termination date of July 7, 2022, Benessere will have to liquidate, or seek approval of its stockholders to extend the termination date.

 

   

Following the consummation of the Business Combination, your ability to achieve a return on your investment will depend on appreciation in the price of BCAC Holdings Common Stock.

 

   

Benessere will incur significant costs in connection with the Business Combination and if not consummated, Benessere may not have sufficient cash available to pay such costs.

 

   

The working capital available to BCAC Holdings after the Business Combination will be reduced by any redemptions and transaction expenses in connection with the Business Combination.

 

   

If the funds held outside of our Trust Account are insufficient to allow us to operate until at least July 7, 2022, our ability to complete an initial business combination may be adversely affected.

 

   

Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a going concern.

 

   

The Sponsor, and Benessere’s directors and officers, have conflicts of interest in determining to pursue the business combination with eCombustible,.

 

   

There are risks to unaffiliated stockholders who become stockholders of the Combined Company through the Business Combination rather than acquiring securities of eCombustible or BCAC Holdings directly in an underwritten public offering, including no independent due diligence review by an underwriter and conflicts of interest of the Sponsor.

 

   

The process of taking a company public by means of a special purpose acquisition company is different from an underwritten public offering and may create risks for unaffiliated investors.

 

   

Concentration of ownership among eCombustible’s existing executive officers, directors and their affiliates may prevent new investors from influencing significant corporate decisions.

 

   

There can be no assurance that BCAC Holdings Common Stock will be approved for listing on Nasdaq upon the Closing, or be able to comply with its listing standards.

 

   

The ability to execute Benessere’s strategic plan could be negatively impacted by redemptions.

 

   

There is no guarantee that a Benessere stockholder’s decision whether to redeem their shares for a pro rata portion of the Trust Account will put the stockholder in a better future economic position.

 

   

The Sponsor and Benessere’s directors, officers, advisors or their affiliates may elect to purchase shares of Benessere Common Stock from Benessere’s stockholders, which may influence a vote on a proposed business combination and reduce the public float of Benessere’s capital stock.

 

   

To complete the Business Combination, management’s focus and resources may be diverted from operational matters and other strategic opportunities.

 

   

eCombustible’s management has no or limited experience in operating a public company.

 

   

eCombustible’s and Benessere’s operations may be restricted before Closing by the Merger Agreement.

 

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QUESTIONS AND ANSWERS

FOR STOCKHOLDERS OF BENESSERE

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the Special Meeting of Benessere stockholders. The following questions and answers do not include all the information that is important to stockholders of Benessere. We urge the stockholders of Benessere to read carefully this entire proxy statement/prospectus, including the annexes and other documents referred to herein.

 

Q:

Why am I receiving this proxy statement/prospectus?

 

A:

Benessere’s stockholders are being asked to consider and vote upon a proposal to approve the Business Combination contemplated by the Merger Agreement, among other proposals. Upon the completion of the transactions contemplated by the Merger Agreement, each of Benessere and eCombustible will become a direct, wholly-owned subsidiary of a newly formed company, BCAC Holdings. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at Benessere’s Special Meeting. You should read this proxy statement/prospectus and its annexes and the other documents referred to herein carefully and in their entirety.

YOUR VOTE IS IMPORTANT. YOU ARE URGED TO SUBMIT YOUR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS AND ITS ANNEXES AND CAREFULLY CONSIDERING EACH OF THE PROPOSALS BEING PRESENTED AT THE SPECIAL MEETING.

 

Q:

What proposals are stockholders of Benessere being asked to vote upon?

 

A:

Stockholders of Benessere are being asked to vote on the following proposals:

 

  (1)

The Business Combination Proposal (Proposal 1) — To approve and adopt the Merger Agreement and the transactions contemplated therein, including the Business Combination. A summary of the Business Combination is set forth in the “Business Combination (Proposal 1)” section of this proxy statement/prospectus and a complete copy of the Merger Agreement is attached hereto as Annex A. You are encouraged to read them in their entirety.

 

  (2)

The Charter Amendments Proposal (Proposal 2) — Assuming the Business Combination Proposal (Proposal 1) is approved and adopted, to approve and adopt the Proposed Charter of BCAC Holdings, in the form appended to this proxy statement/prospectus as Annex B, and a summary of which is set forth in “The Charter Amendments Proposal (Proposal 2)” section of this proxy statement/prospectus, which provides for the following material differences from the Benessere’s existing certificate of incorporation:

 

  (a)

BCAC Holdings’ name to be changed to “eCombustible Energy Corporation”;

 

  (b)

a single class of common stock with                authorized shares;

 

  (c)                

authorized shares of preferred stock;

 

  (d)

establishing that the board of directors of BCAC Holdings following the Closing of the Business Combination (the “BCAC Holdings Board”) will not be divided into classes (with the number of directors of the BCAC Holdings Board being initially fixed at seven pursuant to the Merger Agreement and in accordance with the initial appointment rights provided therein, as discussed under “The Business Combination Proposal—Appointments of Directors”);

 

  (e)

prohibiting stockholder actions by written consent; and

 

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  (f)

removing various provisions applicable to special purpose acquisition corporations.

 

  (3)

Advisory Charter Amendments Proposals (Proposal 3) — To consider and vote upon, on a non-binding basis, certain governance provisions in the Proposed Charter, presented separately in accordance with SEC requirements. A summary of these provisions is set forth in the “Advisory Charter Amendments Proposals (Proposal 3)” section of this proxy statement/prospectus.

 

  (4)

The Nasdaq Stock Issuance Proposal (Proposal 4) — To approve, for purposes of complying with applicable listing rules of Nasdaq, for purposes of complying with applicable listing rules of Nasdaq, the issuance of more than 20% of the total issued and outstanding BCAC Holdings Common Stock in connection with the Business Combination. A summary of this proposal is set forth in the “The Nasdaq Proposal (Proposal 4)” section of this proxy statement/prospectus.

 

  (5)

The Incentive Plan Proposal (Proposal 5) — To approve the Incentive Plan, including the authorization of the share reserve under the Incentive Plan, in substantially the form attached hereto as Annex D. A summary of the 2022 Plan is set forth in the “The Incentive Plan (Proposal 5)” section of this proxy statement/prospectus.

 

  (6)

The ESPP Proposal (Proposal 6) — To approve the ESPP, including the authorization of the share reserve under the ESPP, in substantially the form attached hereto as Annex E. A summary of the ESPP is set forth in the “The ESPP (Proposal 6)” section of this proxy statement/prospectus.

 

  (7)

The Adjournment Proposal (Proposal 7) — To consider and vote upon a proposal to adjourn the Special Meeting of Benessere to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve one or more of the proposals at the special meeting.

 

Q:

Are the proposals conditioned on one another?

 

A:

Yes. We refer to the Business Combination Proposal, the Charter Amendments Proposal, the Nasdaq Proposal and the Incentive Plan Proposal as “Condition Precedent Proposals”. The Business Combination is conditioned on the approval of each of the Condition Precedent Proposals at the special meeting. The Condition Precedent Proposals are each conditioned on each other. If the Business Combination Proposal is not approved, the other Proposals, other than the Adjournment Proposal, will not be presented to the stockholders of Benessere at the Special Meeting. The Adjournment Proposal, as well as the Advisory Charter Amendments Proposals and the ESPP Proposal in each case is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. It is important for you to note that in the event that the Business Combination Proposal does not receive the requisite vote for approval, after taking into account any approved adjournment or postponement, if necessary, then we will not consummate the Business Combination. If Benessere does not consummate the Business Combination and fails to complete an initial business combination by July 7, 2022, Benessere will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to its public stockholders.

 

Q:

What will happen in the Business Combination?

 

A:

Upon consummation of the Business Combination, Benessere and eCombustible will each become direct, wholly owned subsidiaries of a newly-formed holding company, BCAC Holdings. The merger consideration in the Business Combination is $805 million, subject to adjustment based on net working capital and indebtedness on the Closing Date and transaction expenses adjustments in accordance with the terms and conditions of the Merger Agreement, as described further herein. The merger consideration generally will be paid in shares of BCAC Holdings Common Stock. The amount of shares of BCAC Holdings Common Stock to be received by holders of eCombustible Units and Benessere Common Stock will not be known until the Closing. Up to an additional 59,000,000 shares of BCAC Holdings Common Stock will be contingently issuable, in the form of an earnout which is subject to certain terms and conditions relating to

 

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  the price of BCAC Holdings Common Stock during the thirty month period following the consummation of the Business Combination. For an explanation and estimate of the consideration to eCombustible Holders in the Business Combination, see the section entitled “—The Business Combination ProposalMerger Consideration.

In connection with the Business Combination, the Benessere Warrants will be exchanged for BCAC Holdings Warrants, each entitling the holder thereof to purchase one share of BCAC Holdings Common Stock at the same exercise price as had been for exercise into one share of Benessere Class A Common Stock. Each of the outstanding publicly traded units of Benessere also will be separated into their component securities, consisting of one share of Benessere Class A Common Stock, three-quarters (3/4) of one Benessere Warrant, which shall be exchanged in accordance with the foregoing description, and one Benessere Right. The amount of Benessere Rights held by each Rights Holder will be rounded up to the nearest whole share of Benessere Class A Common Stock and likewise exchanged for BCAC Holdings Common Stock.

All convertible securities and other rights to purchase limited liability company membership interests of eCombustible will be retired and terminated, if they have not been converted, exchanged or exercised for outstanding limited liability company membership interests of eCombustible immediately prior to the effective time of the Merger.

 

Q:

What conditions must be satisfied to complete the Business Combination?

 

A:

In addition to approval of the Condition Precedent Proposals, there are a number of closing conditions in the Merger Agreement, including the approval by the holders of eCombustible Units of the Business Combination. For a summary of the conditions that must be satisfied or waived prior to the Closing of the Business Combination, see the section titled “The Business Combination ProposalThe Merger AgreementConditions to Consummation of the Merger” and “Summary of the Proxy Statement/ProspectusThe ProposalsThe Business Combination Proposal.”

 

Q:

Why is Benessere providing stockholders with the opportunity to vote on the Business Combination?

 

A:

Under the DGCL and the Benessere Certificate of Incorporation, Benessere must provide all holders of its public shares with the opportunity to have their public shares redeemed upon the consummation of Benessere’s initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For legal and other reasons, Benessere has elected to provide its stockholders with the opportunity to have their public shares redeemed in connection with a stockholder vote rather than a tender offer. Therefore, Benessere is seeking to obtain the approval of its stockholders of the Business Combination Proposal in order to allow its public stockholders to effectuate redemptions of their public shares in connection with the closing of the Business Combination.

 

Q:

How many votes do I have at the Special Meeting?

 

A:

Benessere stockholders are entitled to one vote at the Special Meeting for each share of Benessere Class A Common Stock and Benessere Class B Common Stock held of record as of                , 2022, the Record Date for the Special Meeting. As of the date of this proxy statement/prospectus, there were 10,723,239 outstanding shares of privately held and publicly traded Benessere Class A Common Stock and 3,000,000 outstanding shares of Benessere Class B Common Stock.

 

Q:

What vote is required to approve the proposals presented at the Special Meeting?

 

A:

The approval of the Charter Amendments Proposal requires the affirmative vote of a majority of the issued and outstanding Benessere Common Stock as of the Record Date. Accordingly, a Benessere stockholder’s failure to vote by proxy or to vote in person at the Special Meeting or an abstention will have the same effect as a vote “AGAINST” the Business Combination Proposal.

 

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In contrast, approval of the remaining Proposals, including the Business Combination Proposal, in each case require the affirmative vote of the holders of a majority of the shares of Benessere Common Stock cast by the stockholders represented in person or by proxy and entitled to vote thereon at the Special Meeting. Accordingly, a Benessere stockholder’s failure to vote by proxy or to vote in person at the Special Meeting will not be counted towards the number of shares of Benessere Common Stock required to validly establish a quorum, and if a valid quorum is otherwise established, it will have no effect on the outcome of the vote on these remaining Proposals.

If the Business Combination Proposal is not approved, the other Condition Precedent Proposals will not be submitted to a vote. The approval of the Condition Precedent Proposals are preconditions to the consummation of the Business Combination.

Our Sponsor, Benessere Initial Stockholders, and our directors and officers have agreed to vote all of their founder shares and all of their shares of Benessere Common Stock (including, but not limited to, shares of Benessere Class A Common Stock underlying the placement units, and Benessere Class B Common Stock) in favor of the Business Combination Proposal. As a result, assuming EFH votes its representative shares in favor of the applicable proposal, we may need as few as only 37,061, or approximately 0.4%, of the 10,329,489 of our public shares, to be voted in favor of the Business Combination Proposal (as well as the other Proposals except for the Charter Amendments Proposal), and as few as 3,467,870, or approximately 33.6% of our 10,329,489 public shares, to be voted in favor of the Charter Amendments Proposal, in order to have our Business Combination approved.

Specifically, the letter agreement among Benessere and our offices and directors and the Sponsor, provides therein that: the Sponsor and each Insider (as defined in such letter agreement) agrees that if the Company (i.e. Benessere) seeks stockholder approval of a proposed Business Combination, then in connection with such proposed Business Combination, it, he or she shall (i) vote any shares of Capital Stock (as defined in such letter agreement) owned by it, him or her in favor of any proposed Business Combination and (ii) not redeem any shares of Common Stock owned by it, him or her in connection with such stockholder approval. If the Company engages in a tender offer in connection with any proposed Business Combination, the Sponsor and each Insider agrees that it, he or she will not seek to sell or tender any shares of Capital Stock owned by it, him or her to the Company in connection with such tender offer.

 

Q:

May Benessere, the Sponsor or Benessere’s directors, officers, advisors or their affiliates purchase shares in connection with the Business Combination?

 

A:

The Sponsor and Benessere’s directors, officers, advisors or their affiliates may purchase Benessere Class A Common Stock in privately negotiated transactions or in the open market either prior to or after the Closing, including from holders of Benessere Common Stock who would have otherwise exercised their redemption rights. However, the Sponsor, directors, officers and their affiliates have no current commitments or plans to engage in such transactions and have not formulated any terms or conditions for any such transactions at the date of this proxy statement/prospectus. None of the Sponsor, or Benessere’s directors, officers or advisors or their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act. Any such purchase after the Record Date would include a contractual acknowledgement that the selling shareholder, although still the record holder of Benessere Class A Common Stock, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event the Sponsor or Benessere’s directors, officers or advisors or their affiliates purchase shares in privately negotiated transactions from holders of public shares who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are in excess of the per-share pro rata portion of the aggregate amount then on deposit in the Trust Account. The purpose of these purchases could be to vote such shares in favor of Proposals contained herein, including the Business Combination Proposal and the Charter Amendments Proposal, and thereby increase the likelihood of

 

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  obtaining stockholder approval of the Proposals, and could be to increase the amount of cash available to Benessere for use in the Business Combination.

Unlike our Sponsor’s and Benessere Initial Stockholders’ holdings currently, such newly purchased shares (if any) by those purchasers would not be subject to a lock-up period under the terms of our Sponsor Support Agreement. However, these newly purchased shares would be subject to limitations on resale under Rule 144 of the Securities Act as “control securities”, to the extent those shares were acquired by an affiliate of Benessere, unless they are registered on a subsequent registration statement filed under the Securities Act. Limitations on resale would require those affiliated purchasers of such newly purchased shares to hold them for at least one year (from the date BCAC Holdings files certain information on Form 8-K following the Closing in accordance with rules applicable to special purpose acquisition companies), assuming they are not registered on a registration statement following the Closing and BCAC Holdings has fully complied with its reporting requirements and other requirements under Rule 144. When eligible to be sold, such securities if not registered under such a registration statement would be limited by applicable requirements of Rule 144, including limitations in their manner of sale and to the volume of sales eligible under Rule 144.

 

Q:

What constitutes a quorum at the Special Meeting?

 

A:

The presence, in person or by proxy, at the Special Meeting of the holders of shares of outstanding capital stock of Benessere representing a majority of the voting power of all outstanding shares of capital stock of Benessere entitled to vote at such meeting shall constitute a quorum for the transaction of business. In the absence of a quorum, the chairman of the meeting has the power to adjourn the Special Meeting. As of the Record Date, shares of Benessere Common Stock would be required to achieve a quorum assuming Benessere has shares of Benessere Common Stock issued and outstanding. As of the date of this proxy statement/prospectus, 6,861,621 shares of Benessere Common Stock would be required to achieve a quorum assuming Benessere has 13,723,239 shares of Benessere Common Stock issued and outstanding.

 

Q:

What equity stake will current stockholders of Benessere and the eCombustible Holders hold in BCAC Holdings after the Closing?

 

A:

Benessere’s public stockholders currently own approximately 75.3% of Benessere’s issued and outstanding capital stock, and the Sponsor together with our directors and officers currently own approximately 23.8% of Benessere’s issued and outstanding capital stock (with the remaining approximately 0.9% of shares held by EFH).

It is anticipated that, immediately following completion of the Business Combination and if there are no redemptions by Benessere’s public stockholders, Benessere’s existing stockholders, including Sponsor, will own approximately 15.6% of the outstanding capital stock of BCAC Holdings (of which approximately 3.5% will be owned by the Sponsor) and the existing eCombustible Holders will own approximately 84.4% of the outstanding capital stock of BCAC Holdings (of which approximately 31.0% will be owned by Jorge E. Arevalo García, the seller representative and eCombustible’s chief executive officer and director). If there are redemptions by Benessere’s public stockholders up to the maximum level that would permit completion of the Business Combination, immediately following completion of the Business Combination, Benessere’s existing stockholders, other than the Sponsor, will own approximately 7.7% of the outstanding capital stock of BCAC Holdings, the Sponsor will own approximately 3.8%, and the existing eCombustible Holders will own approximately 92.3% (of which approximately 33.9% will be owned by Mr. Arevalo) of the outstanding capital stock of BCAC Holdings. These percentages do not include an earnout of up to 59,000,000 BCAC Holdings Common Stock to which the existing holders of eCombustible Units are eligible, depending on terms relating to the price of the BCAC Holdings Common Stock following the Closing. These percentages are calculated based on a number of assumptions (as described in this proxy statement/prospectus) and are subject to adjustment in accordance with the terms of the Merger Agreement. For a discussion of these assumptions, see “Summary of the Proxy Statement/ProspectusThe Business Combination Proposal (Proposal 1)Merger Consideration.”

 

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If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership in BCAC Holdings will be different. See “Summary of the Proxy Statement/ProspectusImpact of the Business Combination on Benessere’s Public Float” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

The following table illustrates varying ownership levels of the issued and outstanding capital stock of BCAC Holdings, assuming varying levels of redemptions by Benessere’s public stockholders:

 

     Ownership
Percentage
Assuming
No
Redemption
of Shares
    Ownership
Percentage
Assuming
50%
Redemption
of Shares
    Ownership
Percentage
Assuming
Maximum
Redemption
of Shares
 

eCombustible Holders

     84.4     89.2     92.3

Benessere Initial Stockholders, including the Sponsor and Benessere’s directors and officers (other than EFH)

     3.5     3.6     3.8

EFH

     0.1     0.1     0.1

Benessere’s public stockholders

     12.0     7.1     3.8

The ownership percentage set forth above and in the table below with respect to BCAC Holdings includes the shares issuable to the eCombustible Holders, and assumes Rights Holders exercise all of their Benessere Rights, but does not take into account (i) any shares reserved for issuance under the Incentive Plan or ESPP, (ii) the issuance of any shares upon the exercise of warrants to purchase up to a total of 8,920,312 shares of BCAC Holdings Common Stock that will remain outstanding following the Business Combination or any additional private placement units that are issued or issuable to our Sponsor pursuant to the conversion of the Sponsor’s up to $1.5 million working capital loans that were made to Benessere, (iii) an earnout of up to 59,000,000 BCAC Holdings Common Stock to which the existing holders of eCombustible Units are eligible, depending on terms relating to the price of the BCAC Holdings Common Stock following the Closing, (iv) any adjustments to the Merger Consideration payable to the eCombustible Holders as a result of eCombustible’s working capital, transaction expenses and/or debt as of the completion of the Business Combination varying from certain specified targets set forth in the Merger Agreement, and (v) any indemnification payments that are made after the consummation of the Business Combination by delivery of shares of BCAC Holdings Common Stock. See “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

 

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The following table presents share information based on the various redemption scenarios, including no redemptions, 33.3%, 50%, 66.6% and maximum redemption scenarios.

 

     No     33.3%     50%     66.6%     Maximum  
     Redemption (1)     Redemption (1)(2)     Redemption (1)(3)     Redemption (1)(4)     Redemption (1)(5)  

Benessere public stockholders

     11,479,489        12.0     8,036,670        8.7     6,314,745        7.1     4,592,819        5.2     3,284,423        3.8

Benessere Sponsor and directors and officers and underwriting representative

     3,433,125        3.6     3,433,125        3.7     3,433,125        3.7     3,433,125        3.9     3,433,125        3.9

eCombustible holders

     80,500,000        84.4     80,500,000        87.5     80,500,000        89.2     80,500,000        90.9     80,500,000        92.3
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Pro Forma Combined Company Common Stock

     95,412,614        100     91,969,795        100     90,247,870        100     88,525,944        100     87,217,548        100

Potential sources of dilution

                         

Benessere public warrants

     8,625,000        9.0     8,625,000        9.4     8,625,000        9.6     8,625,000        9.7     8,625,000        9.9

Benessere private warrants

     295,312        0.3     295,312        0.3     295,312        0.3     295,312        0.3     295,312        0.3

 

(1)

Excludes potential dilution from public warrants and placement warrants. Please see table below entitled “Additional Dilution Sources” showing dilution from exercise of public warrants and placement warrants.

(2)

Assumes that 3,442,819 public shares are redeemed for aggregate redemption payments of $35.7 million assuming a $10.36 per share Redemption Price and based on funds in the Trust Account and working capital available to Benessere outside of the Trust Account as of March 28, 2022. The Merger Agreement includes a condition to the Closing, waivable by eCombustible, that, at the Closing, Benessere have cash or cash equivalents, including funds remaining in the Trust Account (after giving effect to the completion and payment any Redemptions), prior to giving effect to the payment of Benessere’s unpaid transaction expenses or liabilities, at least equal to $5,000,001.

(3)

Assumes that 5,164,745 public shares are redeemed for aggregate redemption payments of $53.5 million assuming a $10.36 per share Redemption Price and based on funds in the Trust Account and working capital available to Benessere outside of the Trust Account as of March 28, 2022. The Merger Agreement includes a condition to the Closing, waivable by eCombustible, that, at the Closing, Benessere have cash or cash equivalents, including funds remaining in the Trust Account (after giving effect to the completion and payment any Redemptions), prior to giving effect to the payment of Benessere’s unpaid transaction expenses or liabilities, at least equal to $5,000,001.

(4)

Assumes that 6,886,670 public shares are redeemed for aggregate redemption payments of $71.3 million assuming a $10.36 per share Redemption Price and based on funds in the Trust Account and working capital available to Benessere outside of the Trust Account as of March 28, 2022. The Merger Agreement includes a condition to the Closing, waivable by eCombustible, that, at the Closing, Benessere have cash or cash equivalents, including funds remaining in the Trust Account (after giving effect to the completion and payment any Redemptions), prior to giving effect to the payment of Benessere’s unpaid transaction expenses or liabilities, at least equal to $5,000,001.

(5)

Assumes that 8,195,066 public shares are redeemed for aggregate redemption payments of $84.9 million assuming a $10.36 per share Redemption Price and based on funds in the Trust Account and working capital available to Benessere outside of the Trust Account as of March 28, 2022. The Merger Agreement includes a condition to the Closing, waivable by eCombustible, that, at the Closing, Benessere have cash or cash equivalents, including funds remaining in the Trust Account (after giving effect to the completion and

 

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  payment any Redemptions), prior to giving effect to the payment of Benessere’s unpaid transaction expenses or liabilities, at least equal to $5,000,001.

All of the relative percentages above are for illustrative purposes only. These percentages do not include an earnout of up to 59,000,000 BCAC Holdings Common Stock to which the existing holders of eCombustible Units are eligible, depending on terms relating to the price of the BCAC Holdings Common Stock following the Closing. These percentages are calculated based on a number of assumptions (as described in this proxy statement/prospectus) and are subject to adjustment in accordance with the terms of the Merger Agreement. For a discussion of these assumptions, see “Summary of the Proxy Statement/Prospectus — The Business Combination Proposal (Proposal 1) — Merger Consideration.” Should one or more of the assumptions prove incorrect, actual beneficial ownership percentages may vary materially from those described in this proxy statement/prospectus as anticipated, believed, estimated, expected or intended. Pursuant to Benessere’s underwriting agreement with EFH, EFH is entitled to $3,450,000 in deferred underwriting commissions.

In addition to the changes in percentage ownership depicted above, variation in the levels of redemptions will impact the dilutive effect of certain equity issuances related to the Business Combination, which would not otherwise be present in an underwritten public offering. Increasing levels of redemptions will increase the dilutive effect of these issuances on non-redeeming holders of our public shares.

The following table shows the dilutive effect and the effect on the per share value of BCAC Holdings Common Stock held by non-redeeming holders of Benessere Common Stock under a range of redemption scenarios and Benessere Warrant exercise scenarios:

 

     No Redemptions(1)      Assuming 50%
Redemptions(2)
     Maximum
Redemptions(3)
 
     (shares in thousands)  
     Shares      Value
Per Share (4)
     Shares      Value
Per Share (5)
     Shares      Value
Per Share (6)
 

Base Scenario(7)

     95,413      $ 10.15        90,248      $ 10.15        87,218      $ 10.15  

Excluding Sponsor Shares(8)

     92,104        10.51        86,939        10.54        83,909        10.55  

Exercising Benessere public warrants(9)(10)

     104,038        9.31        98,873        9.26        95,843        9.24  

Exercising Benessere placement warrants(9)(10)

     95,708        10.12        90,543        10.12        87,514        10.12  

Exercising All Benessere Warrants(9)(10)

     104,333        9.28        99,168        9.24        96,139        9.21  

 

(1)

Assumes that no shares of Benessere Class A Common Stock are redeemed.

(2)

Assumes that 5,164,745 shares of Benessere Class A Common Stock, or 50% of our public shares outstanding are redeemed.

(3)

Assumes that 8,195,066 shares of Benessere Class A Common Stock, or 79% of the shares outstanding are redeemed.

(4)

Based on a post-transaction equity value of BCAC Holdings of $968.4 million.

(5)

Based on a post-transaction equity value of BCAC Holdings of $916.0 million.

(6)

Based on a post-transaction equity value of BCAC Holdings of $885.3 million.

(7)

Represents the post-Closing share ownership of BCAC Holdings assuming various levels of redemption by holders of Benessere Common Stock. Includes exercise of Rights, as Rights are generally exercisable upon consummation of the Business Combination, and which includes exercise of placement rights sold to Sponsor as part of the placement units exercisable into up to 39,375 shares of BCAC Holdings Common Stock.

(8)

Represents the Base Scenario excluding the founders shares held by Sponsor and the Benessere Initial Stockholders and excluding the placement units (consisting of placement shares, placement warrants and placement rights) held by Sponsor, and which we collectively refer to in this table as “Sponsor Shares.”

(9)

Represents the Base Scenario plus the full exercise of the Benessere Warrants. Benessere Warrants are exercisable up to 8,920,312 shares of BCAC Holdings Common Stock. Of these, our public warrants are exercisable into 8,625,000 shares, and our placement warrants are exercisable into 295,312 shares. Our

 

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  public warrant and placement warrants are only exercisable after the consummation of the Business Combination. Assumes no redemption of Benessere warrants. See “Description of Securities of BCAC Holdings —Warrants” for more information, including the terms for redemption of warrants, which, among other things, are only redeemable after the Business Combination and if the price of BCAC Holdings Common Stock exceeds $18 per share for a specified period of time.
(10)

Does not account for proceeds paid to Benessere or BCAC Holdings, if any, in connection with payment of the exercise prices for warrants, which may be exercisable, in the case of our public warrants, by payment either of an exercise price or on a cashless basis under certain circumstances. See “Description of Securities of BCAC Holdings —Warrants” for more information.

In addition, the following table illustrates varying ownership levels in BCAC Holdings Common Stock immediately following the consummation of the Business Combination based on the varying levels of redemptions by the public shareholders, on a fully diluted basis, showing full exercise and conversion of all securities expected to be outstanding as of the Closing of the Business Combination, including (i) public warrants and the placement warrants, and (ii) any outstanding securities of BCAC Holdings and eCombustible:

 

Additional Dilution Sources (1)

          Assuming
No
Redemption
     % of
Total
(2)
    Assuming
50%
Redemption
(3)
     % of
Total
(2)
    Assuming
Maximum
Redemption
(4)
     % of
Total
(2)
 

Shares underlying placement warrants(5)

        295        0.3     295        0.3     295        0.3

Shares underlying public warrants(6)

        8,625        8.3     8,625        8.7     8,625        9.0

 

(1)

All share numbers and percentages for the Additional Dilution Sources are presented without the potential reduction of any amounts paid by the holders of the given Additional Dilution Sources and therefore may overstate the presentation of dilution.

(2)

The Percentage of Total with respect to each Additional Dilution Source set forth below, including the Total Additional Dilutive Sources, includes the full amount of shares issued with respect to the applicable Additional Dilution Source in both the numerator and denominator. For example, in the illustrative redemption scenario, the Percentage of Total with respect to the shares of BCAC Holdings Common Stock underlying the placement warrants would be calculated as follows: (a) 295,312 shares issued pursuant to the placement warrants; divided by (b) (i) 95,412,614 shares (the number of shares outstanding prior to any issuance pursuant to the shares underlying the placement warrants) plus (ii) 295,312 shares issued pursuant to the shares underlying the placement warrants.

(3)

Amount shown represents share redemption levels reflecting 50% of the redeemable public shares outstanding (approximately 5,164,745 shares).

(4)

Assumes that approximately 79% of Benessere’s outstanding public shares are redeemed in connection with the Business Combination, which is the maximum permitted amount of redemptions while still satisfying the conditions to the consummation of the Business Combination in the Merger Agreement.

(5)

Assumes exercise of all placement warrants to purchase 295,312 shares of Benessere Common Stock.

(6)

Assumes exercise of all publicly held warrants to purchase 8,625,000 shares of Benessere Common Stock.

The ownership percentage set forth in the table above, does not reflect additional dilution from an earnout of up to 59,000,000 BCAC Holdings Common Stock to which the existing holders of eCombustible Units are eligible, depending on terms relating to the price of the BCAC Holdings Common Stock following the Closing. The ownership percentages above also do not reflect dilution from (i) any additional private placement units that are issued or issuable to our Sponsor pursuant to the conversion of the Sponsor’s up to $1.5 million working capital loans that were made to Benessere, because no such loans are currently outstanding, (ii) any adjustments to the Merger Consideration payable to the eCombustible Holders as a result of eCombustible’s working capital, transaction expenses and/or debt as of the completion of the Business Combination varying from certain specified targets set forth in the Merger Agreement, and (iii) any indemnification payments that are made after the consummation of the Business Combination by delivery of shares of BCAC Holdings Common Stock. See “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

 

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For further details, see “Business Combination Proposal—Merger Consideration.”

 

Q:

What are the effective deferred underwriting fees on a percentage basis for Benessere Common Stock based on the level of redemptions?

 

A:

Approximately $3,450,000 of deferred underwriting fees related to the IPO are conditioned upon completion of an initial business combination by Benessere, which fees are not impacted by the size of such transaction or the level of redemptions associated therewith. The following table illustrates the effective deferred underwriting fee on a percentage basis for Benessere Class A Common Stock at each redemption level identified below.

 

     No
Redemption
Scenario
    Assuming
50%
Redemption
Scenario
    Maximum
Redemption
Scenario
 
     (shares in thousands)  

Unredeemed public shares of Benessere Class A Common Stock

     11,479       6,314       3,284  

Trust proceeds to BCAC Holdings

   $ 95,477,000     $ 43,355,000     $ 12,743,000  

Deferred Underwriting Fees

   $ 3,450,000     $ 3,450,000     $ 3,450,000  

Effective Deferred Underwriting Fees*

     3.6     8.0     27.1

 

  *

Assuming a trading price of $10.00 share.

The level of redemptions will also impact the effective deferred underwriting fee per share of our public shares incurred in connection with the IPO and payable upon the completion of the Business Combination. Benessere incurred $3,450,000 in deferred underwriting fees. Assuming no exercise of Benessere Warrants but exercise of the Rights, in a no redemption scenario, the effective deferred underwriting fee would be approximately $0.30 per public share on a pro forma basis (or 3% of the value of shares assuming a trading price of $10.00 per public share). In a medium redemption scenario in which 50% of the shares assumed to be redeemed under the maximum redemption scenario are redeemed in connection with the Business Combination, the effective deferred underwriting fee would be approximately $0.55 per public share on a pro forma basis (or 5.5% of the value of shares assuming a trading price of $10.00 per share). In the maximum redemption scenario, the effective deferred underwriting fee would be approximately $1.05 per public share on a pro forma basis (or 10.5% of the value of shares assuming a trading price of $10.00 per share).

 

Q:

How will the Sponsor and our directors and officers vote?

 

A:

Our Sponsor and our directors and officers currently own 393,750 shares of Benessere Class A Common Stock and 2,875,000 shares of Benessere Class B common stock, representing 23.8% of the issued and outstanding shares of Benessere Common Stock. Shares of Benessere Class B Common Stock will automatically convert into shares of Class A Common Stock on a one-for-one basis, subject to adjustment as provided in our amended and restated certificate of incorporation. See “Certain Relationships and Related Person Transactions.” Hence, upon consummation of the Business Combination, Benessere Common Stock will consist of our Class A Common Stock which will be exchanged for BCAC Holdings Common Stock. As a result, assuming EFH votes its representative shares in favor of the applicable proposal, we may need only 37,061, or approximately 0.4%, of the 10,329,489 of our public shares, to be voted at the Special Meeting in favor of the Business Combination Proposal (as well as other Proposals except for the Charter Amendments Proposal), and as few as 3,467,870, or approximately 33.6% of our 10,329,489 public shares, to be voted in favor of the Charter Amendments Proposal, in order to have our Business Combination approved.

 

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Q:

What interests do Benessere’s current officers and directors have in the Business Combination?

 

A:

The Sponsor, members of Benessere’s Board and its executive officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interest. These interests include, among other things:

 

   

the fact that our Sponsor paid an aggregate of approximately $25,000 for the founder shares, which are currently held by the Sponsor and its permitted transferees, including our directors and officers, and the market value of such shares as of                 , 2022 was approximately $                 , and such securities should have a significantly higher value than $25,000 at the time of the Business Combination;

 

   

the fact that our Sponsor paid an aggregate of approximately $3,937,500 for the placement units, at a price of $10.00 per unit, the market value of such securities as of                 , 2022 was approximately $                 , and such securities should have a higher value than $3,937,500 at the time of the Business Combination;

 

   

the fact that our Sponsor and its permitted transferees, including our officers and directors, have waived their rights to liquidating distributions from the Trust Account with respect to any founders shares and placement shares (but not public shares) held by them if we fail to complete our initial business combination by July 9, 2022 (or such other time as permitted by amendment to our certificate of incorporation) and therefore if we are unable to consummate a business combination by that time, those shares would expire worthless;

 

   

the fact that our Sponsor and its permitted transferees, including our officers and directors, have waived their redemption rights with respect to any founder shares, placement shares and public shares held by them (other than relating to liquidating distributions to public shares from the Trust Account if we fail to complete our initial business combination by July 9, 2022 (or such other time as permitted by amendment to our certificate of incorporation)), which waiver was provided in connection with our IPO and without any separate consideration paid in connection with providing such waiver;

 

   

the fact that our Sponsor, officers and directors and their affiliates can earn a positive rate of return on their overall investment in BCAC Holdings after the Business Combination, even if other holders of Benessere Common Stock experience a negative rate of return, due to having purchased the founder shares, as described above, for $25,000 or approximately $0.009 per share;

 

   

if Benessere is unable to complete a business combination within the required time period, our Sponsor will be liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors that are owed money by Benessere for services rendered or products sold to Benessere, but only if such a vendor or target business has not executed a waiver of claims against the Trust Account and except as to any claims under our indemnity of the underwriters;

 

   

the fact that on January 12, 2022, the Sponsor loaned to Benessere the principal amount of $1,032,949 in exchange for an unsecured promissory note to deposit such proceeds into the Trust Account in connection with the extension of the requirement to consummate the Business Combination until July 7, 2022, which promissory note bears no interest and is repayable in full upon the earlier of consummation of the Business Combination or the date of our liquidation, and in the event we do not consummate a business combination, this note may not be paid in full upon liquidation;

 

   

unless Benessere consummates an initial business combination, Benessere’s officers, directors and the Sponsor will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account, and which amount as of March 28, 2022 was approximately $107,001,118, although the amount of such expenses vary depending on the level of redemptions of Benessere Common Stock in connection with the Business Combination, and are estimated to be approximately $5,972,000 if there are no redemptions, $4,639,000 if 50% of the outstanding shares of Benessere Common Stock are redeemed and $3,854,000 if the maximum amount of redemptions occur which would continue to allow us to consummate the Business Combination;

 

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the fact that, assuming the exercise and conversion of all of securities following the consummation of the Business Combination, the Sponsor and its affiliates’ total potential ownership in the Combined Company is estimated to comprise approximately 3.5% of outstanding BCAC Holdings Common Stock in a no redemption scenario, 3.7% in a 50% redemption scenario and 3.8% of outstanding BCAC Holdings Common Stock in a maximum redemption scenario (see the section entitled “Security Ownership of Certain Beneficial Owners and Management” for more information);

 

   

the fact that a Registration Rights Agreement was entered into by the Sponsor and Benessere’s directors and officers, and such parties will have customary registration rights, including demand and piggy-back rights, subject to cooperation and cut-back provisions, following the consummation of the Business Combination;

 

   

the fact that the Sponsor (including its representatives and affiliates) and Benessere’s directors and officers, are, or may in the future become, affiliated with entities that are engaged in a similar business to Benessere, and the Sponsor and Benessere’s directors and officers are not prohibited from sponsoring, or otherwise becoming involved with, any other blank check companies prior to Benessere completing its initial business combination, and as result of which, the Sponsor and Benessere’s officers and directors may become aware of business opportunities which may be appropriate for presentation to Benessere, and the other entities to which they owe fiduciary or contractual duties, and may have conflicts of interests in determining to which entity a particular business opportunity should be presented (and these conflicts may include presentation to other entities prior to their presentation, if at all, to Benessere, and may not always be resolved in the favor of Benessere, subject to applicable fiduciary duties under Delaware law, in that Benessere has provided in its amended and restated certificate of incorporation that Benessere has renounced its interest in any corporate opportunity presented to Benessere);

 

   

the Sponsor and Benessere’s directors and officers have agreed that the founders shares and placement units, and all of their underlying securities, will not be sold or transferred by it until a period of time after Benessere has completed a business combination, subject to limited exceptions;

 

   

the appointment of Rene G. Sagebien as a designee to the board of directors of BCAC Holdings, with Benessere having a right to appoint, under certain circumstances discussed in this proxy statement/prospectus, John E. Sununu as second designee, and which will entitle such individuals to any cash fees, stock options or stock awards that BCAC Holdings determines to pay to its non-executive directors following the Closing of the Business Combination; and

 

   

the continued indemnification of current directors and officers of Benessere and the continuation of directors’ and officers’ liability insurance after the Business Combination.

 

Q:

What happens if I sell my shares of Benessere Class A Common Stock before the Special Meeting?

 

A:

The Record Date is earlier than the date of the Special Meeting. If you transfer your shares of Benessere Common Stock after the Record Date, but before the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Special Meeting. However, you will not be able to seek redemption of your shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination in accordance with the provisions described herein. If you transfer your shares of Benessere Common Stock prior to the Record Date, you will have no right to vote those shares at the Special Meeting.

 

Q:

What happens if the Business Combination Proposal is not approved?

 

A:

Pursuant to the amended Benessere Certificate of Incorporation, if the Business Combination Proposal is not approved and Benessere does not otherwise consummate an alternative business combination by July 7, 2022, Benessere will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to the public stockholders.

 

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Q:

Do I have redemption rights?

 

A:

Pursuant to the Benessere Certificate of Incorporation, holders of public shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the Benessere Certificate of Incorporation. As of March 28, 2022, based on funds in the Trust Account of $107 million, this would have amounted to approximately $10.36 per share (net of taxes payable on accrued interest in the Trust Account). It is anticipated that the per share redemption price will be approximately $10.36 (net of taxes payable on accrued interest in the Trust Account) at the closing of the Business Combination, which is anticipated to occur during the first half of 2022. If a holder exercises its redemption rights, then such holder will be exchanging its shares of Benessere Class A Common Stock for cash. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares (either physically or electronically) to Benessere’s transfer agent prior to the Special Meeting. See the question titled “How do I exercise my redemption rights?” below and the section titled “Special Meeting of Benessere Stockholders—Redemption Rights” for the procedures to be followed if you wish to redeem your public shares for cash.

Holders of Benessere Warrants and Rights do not have redemption rights with respect to their warrants or rights. At the Closing of the Business Combination, the Benessere Warrants will be exchanged for BCAC Holdings Warrants, and your Rights will be eligible to be exchanged for one-tenth (1/10) of one share of Benessere Class A Common Stock, as described elsewhere in this proxy statement/prospectus.

Holders of our public shares who also hold Benessere Warrants or Rights may elect to redeem their public shares, and still retain their Benessere Warrants and Rights. The value of our Benessere Warrants based on a recent trading price as of April 14, 2022 was $4.6 million, and the value of our Rights based on their recent trading prices as of April 14, 2022, was $0.3 million. Public stockholders who redeem their shares of Benessere Class A Common Stock may continue to hold any Benessere Warrants that they owned prior to redemption, which results in additional dilution to non-redeeming holders upon exercise of such Benessere Warrants. Assuming the maximum redemption of the shares of Benessere Class A Common Stock held by the redeeming holders of Benessere public shares, up to 8,625,000 publicly traded Benessere Warrants would be retained by redeeming holders of Benessere public shares (assuming all such holders elected not to exercise their warrants) with an aggregate market value of $                , based on the market price of $                 per Benessere Warrant as of                 , 2022, and the value of our Rights is expected to be $0.3 million.

As indicated by the foregoing reduction in expected prices upon maximum redemptions, there are material risks relating to electing to redeem your public shares (and redemptions generally), relating to the value of your Benessere Warrants and Rights. For more information see “Risk Factors — Our holders of Benessere Warrants and Rights may elect to redeem their public shares while retaining their Benessere Warrants and Rights, although if redemptions exceed the threshold allowable for us to consummate the Business Combination, the Benessere Warrants and Rights will expire worthless.”

For information about the per share value of Benessere Class A Common Stock given different levels of redemptions, see “Questions and Answers — What equity stake will current stockholders of Benessere and the eCombustible Holders hold in BCAC Holdings after the Closing?”

Our Rights are eligible to be converted following the Effective Time of the Business Combination into Benessere Class A Common Stock, as described elsewhere in this proxy statement/prospectus. Accordingly, your Rights will cease to be traded upon consummation of the Business Combination, and will only have value based on the value of BCAC Holdings Common Stock which the holder is eligible to receive upon closing of the Business Combination. Because redemptions will deplete our Trust Account, and the assets of BCAC Holdings would be calculated, in part, based on the cash in the Trust Account at the Closing, an increase in redemptions of our public shares would reduce the assets available from the Trust Account to BCAC Holdings at Closing which may negatively impact the value of BCAC Holdings Common Stock that you would receive in exchange for your Rights.

 

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If in excess of the maximum redemptions occur, and as a result we are unable to consummate the Business Combination, because your Benessere Warrants are only exercisable following a business combination, if we do not consummate a business combination by July 7, 2022, your Benessere Warrants will not be exercisable and expire worthless. In this circumstance, likewise your Rights (which are only exercisable following a business combination) will not be exercisable, and expire worthless.

 

Q:

Will how I vote affect my ability to exercise redemption rights?

 

A:

No. You may exercise your redemption rights whether or not you attend or vote your shares of Benessere Common Stock at the Special Meeting, and regardless of how you vote your shares with respect to the Business Combination Proposal or any other proposal described by this proxy statement/prospectus. As a result, the Merger Agreement can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the listing standards of Nasdaq.

 

Q:

How do I exercise my redemption rights?

 

A:

In order to exercise your redemption rights, you must, prior to 5:00 p.m., Eastern time, on                , 2022 (two (2) business days before the Special Meeting), tender your shares physically or electronically and submit a request in writing that we redeem your public shares for cash to Continental Stock Transfer & Trust Company, our transfer agent, at the following address:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30th Floor

New York, New York 10004

Attn:

E-mail:                 

Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is Benessere’s understanding that stockholders should generally allot at least two (2) weeks to obtain physical certificates from the transfer agent. However, Benessere does not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to our transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the phone number or address listed under the question “Who can help answer my questions?” below.

 

Q:

What are the federal income tax consequences of exercising my redemption rights?

 

A:

Benessere stockholders who exercise their redemption rights to receive cash in exchange for their shares of Benessere Common Stock generally will be required to treat the transaction as a sale of such shares and recognize gain or loss upon the redemption in an amount equal to the difference, if any, between the amount of cash received and the tax basis of the shares of such common stock redeemed. Such gain or loss should be treated as capital gain or loss if such shares were held as a capital asset on the date of the redemption. The redemption, however, may be treated as a distribution to a redeeming stockholder for U.S. federal income tax purposes if the redemption does not effect a sufficient reduction (as determined under applicable federal income tax law) in the redeeming stockholder’s percentage ownership in us (whether such ownership is direct or through the application of certain attribution and constructive ownership rules). Any

 

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  amounts treated as such a distribution will constitute a dividend to the extent of our current and accumulated earnings and profits as measured for U.S. federal income tax purposes. Any amounts treated as a distribution and that are in excess of our current and accumulated earnings and profits will reduce the redeeming stockholder’s basis in his or her redeemed shares of Benessere Common Stock, and any remaining amount will be treated as gain realized on the sale or other disposition of Benessere Common Stock. These tax consequences are described in more detail in the section titled “The Business Combination Proposal — Material U.S. Federal Income Tax Considerations.” We urge you to consult your tax advisor regarding the tax consequences of exercising your redemption rights.

 

Q:

What are the U.S. federal income tax consequences if I do not exercise my redemption rights and instead participate in the Business Combination?

 

A:

It is intended that the Business Combination will qualify as part of an exchange described in Section 351 of the Internal Revenue Code of 1986, as amended, which we refer to as the Code. If the Business Combination qualifies as part of an exchange described in Section 351, then U.S. Holders (as defined in the section entitled “The Business Combination Proposal — Material U.S. Federal Income Tax Considerations”) of Benessere Class A Common Stock who do not exercise their redemption rights and who participate in the Business Combination generally will not recognize gain or loss for U.S. federal income tax purposes as a result of the exchange of Benessere Common Stock for BCAC Holdings Common Stock. You are strongly urged to consult with a tax advisor to determine the particular U.S. federal, state or local or foreign income or other tax consequences of your participation in the Business Combination. See “The Business Combination Proposal — Material U.S. Federal Income Tax Considerations.”

 

Q:

If I am a rights or warrant holder, can I exercise redemption rights with respect to my rights or warrants?

 

A:

No. The holders of rights or warrants have no redemption rights with respect to such rights or warrants.

 

Q:

Do I have appraisal rights in connection with the proposed Business Combination?

 

A:

Under the DGCL, there are no appraisal rights available to holders of shares of Benessere Common Stock or holders of Benessere Warrants in connection with the Business Combination.

 

Q:

What happens to the funds held in the Trust Account upon consummation of the Business Combination?

 

A:

If the Business Combination is consummated, the funds held in the Trust Account will be released to pay:

 

   

Benessere stockholders who properly exercise their redemption rights;

 

   

$3,450,000 of deferred underwriting fees to EFH in connection with the Business Combination;

 

   

certain other fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees, and other professional fees) that were incurred by Benessere or eCombustible in connection with the transactions contemplated by the Business Combination and pursuant to the terms of the Merger Agreement;

 

   

any loans owed by Benessere to its Sponsor for any Benessere transaction expenses or other administrative expenses incurred by Benessere; and

 

   

for general corporate purposes including, but not limited to, working capital for operations.

 

Q:

What happens if the Business Combination is not consummated?

 

A:

There are certain circumstances under which the Merger Agreement may be terminated. See the section titled “The Business Combination Proposal — Merger Agreement” for information regarding the parties’ specific termination rights.

 

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If, as a result of the termination of the Merger Agreement or otherwise, Benessere is unable to complete the Business Combination or another initial business combination transaction by July 7, 2022, the Benessere Certificate of Incorporation provides that it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account net of interest not previously released to Benessere to pay taxes payable and up to $100,000 to pay dissolution expenses, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Holders of founder shares have waived any right to any liquidation distribution with respect to those shares.

In the event of liquidation, there will be no distribution with respect to Benessere’s outstanding warrants and rights. Accordingly, the warrants and rights will expire worthless.

 

Q:

When is the Business Combination expected to be completed?

 

A:

The closing is expected to take place in July 2022.

For a description of the conditions to the completion of the Business Combination, see the section titled “The Business Combination Proposal.”

 

Q:

What will Benessere stockholders receive in the Business Combination?

 

A:

Upon completion of the Business Combination, each outstanding share of Benessere Class A Common Stock will be exchanged for one share of BCAC Holdings Common Stock. Each share of Benessere Class B Common Stock will be automatically converted into applicable shares of Benessere Class A Common Stock immediately prior to the Effective Time of the Business Combination. Shares held by Benessere as treasury stock or that are owned by Benessere, which we refer to as the Benessere excluded shares, will not be exchanged and will be cancelled.

 

Q:

What will Benessere warrant holders receive in the Business Combination?

 

A:

Upon completion of the Business Combination, all of the warrants exercisable into Benessere Common Stock will be converted into warrants exercisable into BCAC Holdings Common Stock having the same exercise price and other terms and conditions as the original warrants.

 

Q:

If I am a Benessere warrant holder, will my warrants become exercisable for shares of BCAC Holdings Common Stock if the Business Combination is consummated?

 

A:

Yes. Pursuant to the Merger Agreement and the terms of the Benessere warrants, each Benessere Warrant will be converted into a BCAC Holdings Warrant exercisable into shares of BCAC Holdings Common Stock. However, in the event that Benessere does not consummate the business combination by July 7, 2022, Benessere will be required to liquidate and any Benessere warrants you own will expire without value.

Benessere warrant holders should not submit certificates, if any, relating to their warrants. Holders of warrants to purchase Benessere Common Stock will receive warrants to purchase BCAC Holdings Common Stock, without needing to take any action and, accordingly, such holders should not submit the certificates, if any, relating to their warrants.

 

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Q:

How do the public warrants differ from the Benessere’s placement warrants acquired in the placement and what are the related risks for any holders of public warrants?

 

A:

The public warrants are identical with the placement warrants, which were acquired by the Sponsor in the placement in connection with the IPO, except that, as long as the placement warrants are held by the Sponsor or its permitted transferees, the placement warrants (i) may be exercised either on a cashless basis or on with a cash exercise, (ii) may not be transferred, assigned or sold, nor the Benessere Common Stock/BCAC Holdings Common Stock issuable upon their exercise, until thirty (30) days after the completion of the Business Combination, except to permitted transferees, and (iii) are not redeemable by Benessere/BCAC Holdings as long as they are held by the Sponsor or its permitted transferees. The placement warrants are not listed on the Nasdaq Capital Market, while the public warrants are listed on the Nasdaq Capital Market under the symbol “BENEW” and are intended to be listed following the consummation of the Business Combination under the symbol “ECECW.” Placement warrants have certain registration rights to be registered for sale to the public and possible listing on Nasdaq.

The public warrants are not exercisable (and not redeemable by Benessere/BCAC Holdings) until thirty (30) days after the date of the Closing of the Business Combination, according to the terms of their warrant agreement. Accordingly, if the Business Combination or another business combination is not completed by July 7, 2022 (unless such period is extended by an amendment to our charter), the public warrants (and the placement warrants) will expire worthless.

Public warrants and placement warrants terminate on the earlier of five (5) years after the date of the Business Combination, the liquidation of Benessere/BCAC Holdings, or the date of redemption of the warrants (except for the placement warrants which are not redeemable if held by the Sponsor or its permitted transferees). If not exercised or exercisable before this termination date, the applicable warrants will become void and all rights thereon cease as of 5:00 p.m. on such date, unless Benessere/BCAC Holdings extends the termination date in its sole discretion.

The public warrants and placement warrants are exercisable, only thirty (30) days after the Closing of the Business Combination, and only if a registration statement under the Securities Act with respect to the BCAC Holdings Common Stock issuable upon exercise of the warrant is then effective and a prospectus relating thereto is current, or, if the Company elects for cashless exercise, then the BCAC Holdings Common Stock issuable upon exercise of the warrant has been registered under the Securities Act or otherwise qualified or deemed exempt from registration or qualification (collectively, the “warrant exercise conditions”). If BCAC Holdings elects for cashless exercise of a public warrant, BCAC Holdings is required to use best efforts to register or qualify for sale the BCAC Holdings Common Stock issuable upon exercise of the public warrants under applicable blue sky laws of the state of residence of the holder of the public warrant to the extent an exemption from registration under the Securities Act is not available. If the holder of a public warrant will not be able to exercise that public warrant, such warrant will have no value and expire worthless, in which case the purchaser of a Benessere Unit containing such public warrant will have paid the full purchase price for that Benessere Unit solely for the share of Benessere Common Stock underlying such Unit and its Rights.

In no event will BCAC Holdings be required to net cash settle any exercise of a BCAC Holdings Warrants, and each warrant may be exercised solely for a whole share of BCAC Holdings Common Stock. BCAC Holdings may require the holder of public warrants to exercise such warrants on a cashless basis and if such exercise would entitle the holder to receive a fractional interest in BCAC Holdings Common Stock, BCAC Holdings will round down to the nearest whole number the number of shares of BCAC Holdings Common Stock to be issued to that holder. In contrast to public warrants, regarding which BCAC Holdings has the option to cause these warrants to be exercised on a cashless basis, the Sponsor or its permitted transferees may elect to exercise placement warrants held by them, on a cashless basis. This means holders of public warrants have the risk that, if the public warrants are otherwise exercisable, but BCAC Holdings does not have a registration statement effective covering the shares of BCAC Holdings Common Stock issuable upon exercise of those warrants, the holders of public warrants may not be able to exercise their warrants until BCAC Holdings elects to allow cashless exercise of those warrants or has such a registration statement declared effective.

 

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Public warrants are not subject to redemption by Benessere, effectively, because public warrants cannot be redeemed until they are exercisable, with the conditions to exercise discussed above, which includes waiting until thirty (30) days following the Business Combination, among other requirements discussed above as warrant exercise conditions. Upon the public warrants being exercisable, BCAC Holdings may redeem them prior to their exercise at a time that is disadvantageous to the holder, thereby significantly impairing the value of such warrants. BCAC Holdings will have the ability to redeem outstanding BCAC Holdings Warrants upon not less than 30 days’ prior written notice of redemption to each warrant holder at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of the BCAC Holdings Common Stock for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which a notice of redemption is sent to the warrant holders (which we refer to as the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like). Redemption of the outstanding BCAC Holdings Warrants could force the holders of BCAC Holdings Warrants (i) to exercise their BCAC Holdings Warrants and pay the exercise price therefore at a time when it may be disadvantageous for such holders to do so, (ii) to sell their BCAC Holdings Warrants at the then-current market price when they might otherwise wish to hold their BCAC Holdings Warrants, or (iii) to accept the nominal redemption price which, at the time the outstanding BCAC Holdings Warrants are called for redemption, is likely to be substantially less than the market value of the BCAC Holdings Warrants.

The value received upon exercise of the BCAC Holdings Warrants (1) may be less than the value the holders would have received if they had exercised their BCAC Holdings Warrants at a later time when the underlying share price is higher, particularly in the event the BCAC Holding Warrants are eligible to be redeemed and called for redemption, and (2) may not compensate the holders for the value of the BCAC Holdings Warrants.

In comparison to the public warrants/BCAC Holdings Warrants, the placement warrants/BCAC Holdings placement warrants will not be redeemable by BCAC Holdings so long as they are held by our Sponsor or its permitted transferees.

In each case, BCAC Holdings may only call the BCAC Holdings Warrants for redemption upon a minimum of 30 days’ prior written notice of redemption to each holder, provided that holders will be able to exercise their BCAC Holdings Warrants prior to the time of redemption and, at BCAC Holdings’ election, any such exercise may be required to be on a cashless basis.

Recent trading prices for the Benessere Class A Common Stock have not exceeded the $18.00 per share threshold at which the Benessere Warrants would become redeemable, even if the if the other conditions to redemption of these warrants were fulfilled, including that the Business Combination was already consummated and BCAC Holdings had a registration statement effective, which would have allowed the warrants to be redeemable. For more information, see “Description of Securities of BCAC Holdings – Warrants.”

 

Q:

If I am a Benessere Rights Holder, will my rights become exchangeable for shares of BCAC Holdings Common Stock if the Business Combination is consummated?

 

A:

Yes. Pursuant to the Merger Agreement and the terms of the Benessere rights, each Benessere right will be exchanged for one-tenth (1/10) of one share of Benessere Class A Common Stock, and these shares will be cancelled in exchange for BCAC Holdings Common Stock pursuant to the Merger. However, in the event that Benessere does not consummate a business combination by July 7, 2022, Benessere will be required to liquidate and any Benessere rights you own will expire without value.

Benessere will not issue fractional shares of our Class A Common Stock in exchange for rights, but will instruct the rights agent to round up for each Rights Holder the amount of our Class A Common Stock to be received by that Rights Holder to the nearest whole share.

 

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Q:

I am a Rights Holder, and how do I receive stock in the Merger?

 

A:

As soon as practicable after the Business Combination, according to the terms of the Rights, Benessere will direct holders of the Rights to return their certificate of Rights to our rights agent, Continental Stock Transfer & Trust Company (the “rights agent”). Upon receipt of a valid certificate of Rights, the rights agent will issue to the registered Rights Holder a certificate or certificates for the number of shares, being full shares, of Benessere Class A Common Stock to which that Rights Holder is entitled, aggregated on a per Rights Holder basis, in such name or names as may be directed by the Rights Holders. In no event will there be an issuance of net cash to settle the Rights, and Benessere and BCAC Holdings will not issue fractional shares to such Rights Holder. Benessere will instruct the rights agent to round up to the nearest whole share of Benessere Class A Common Stock, when the rights agent issues to the registered Rights Holder a certificate for the number of shares of Benessere Class A Common Stock to which that Rights Holder is registered. Benessere and the rights agent will then exchange those shares of Benessere Class A Common Stock for BCAC Holdings Common Stock as discussed in this proxy statement/prospectus. In the interests of efficiency and to avoid duplication of certificates, Benessere may instruct the rights agent to issue a certificate of BCAC Holding Common Stock to the Rights Holder, without the Rights Holder having again to exchange a certificate of Benessere Class A Common Stock for BCAC Holdings Common Stock.

 

Q:

What will Benessere unit holders receive in the Business Combination?

 

A:

Upon the consummation of the Business Combination, the outstanding publicly traded units of Benessere will be separated into their component securities, consisting of one share of Benessere Class A Common Stock, three-fourths (3/4) of one Benessere Warrant, and one Benessere Right, equal to the right to receive one tenth (1/10) of one share of Benessere Class A Common Stock. Each of the holders of Benessere Class A Common Stock, the Benessere Warrants the Benessere Rights will receive consideration in the Business Combination as answered in the questions above.

 

Q:

If the Business Combination is completed, when can I expect to receive the BCAC Holdings Common Stock for my shares of Benessere Common Stock?

 

A:

After the consummation of the Business Combination, BCAC Holdings’ transfer agent will send instructions to Benessere security holders regarding the exchange of their Benessere securities for BCAC Holdings securities. Benessere stockholders who exercise their redemption rights must deliver their stock certificates to Benessere’s transfer agent (either physically or electronically) at least two (2) business days prior to the vote at the Special Meeting.

Upon effectiveness of the Business Combination, all of the outstanding Benessere Class B Common Stock will be converted into Benessere Class A Common Stock on a one-for-one basis, subject to adjustment as provided the Benessere Certificate of Incorporation. Hence, upon consummation of the Business Combination, Benessere Common Stock will consist of our Class A Common Stock which will be exchanged for BCAC Holdings Common Stock.

 

Q:

How much cash will be available to BCAC Holdings following the closing of the Business Combination, assuming maximum and minimum redemptions? To what extent will BCAC Holdings need to secure additional financing in connection with the Business Combination following the Business Combination?

 

A:

Following the closing of the Business Combination, it is currently anticipated that BCAC Holdings will have available to it approximately $95.5 million of cash from the Trust Account, after payment of estimated expenses and assuming no redemptions are made by Benessere public stockholders prior to the closing of the Business Combination, or approximately $12.7 million of cash from the Trust Account, after payment of estimated expenses and assuming that the maximum amount of redemptions are made by Benessere public stockholders prior to the closing of the Business Combination.

 

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The Sponsor has made certain commitments regarding funding of the Company. The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.15 per share (whether or not the underwriters’ over-allotment option is exercised in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters in the IPO against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company seeks to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the company’s independent registered accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

The Sponsor further has entered into an extension loan, dated January 12, 2022, funding the Trust Account for $1,023,948 in exchange for an unsecured promissory note, which we refer to as the extension loan, with a similar extension loan also made on that date in the same amount by eCombustible. The extension loans, along with the other funds in the Trust Account will be distributed either to: (i) all of the holders of public shares upon our liquidation or (ii) holders of public shares who elect to have their shares redeemed in connection with the consummation of our initial Business Combination. The extension loans bear no interest and are repayable in full upon the earlier of (a) the date of the consummation of our Business Combination, or (b) the date of our liquidation.

In order to meet Benessere’s working capital needs, the Sponsor or its affiliates, or our officers and directors may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, and which we refer to as working capital loans. Each such loan would be evidenced by a promissory note. The notes would either be paid upon consummation of our initial business combination, without interest, or, at a holder’s discretion, up to $1,500,000 of the notes may be converted into units at a price of $10.00 per unit. If Benessere does not complete a business combination, Benessere may use a portion of proceeds held outside the Trust Account to repay these loans, but no proceeds held in the Trust Account would be used to repay these loans.

On November 11, 2021, the Sponsor provided a commitment to provide a $1,000,000 non-interest bearing loan for working capital purposes.

There were no amounts outstanding relating to working capital loans at December 31, 2021. See “Certain Relationships and Related Party Transactions.”

Following the Business Combination, assuming no redemptions are made prior to the Closing, the Combined Entity believes it will have enough cash on its balance sheet to finance operations. In the event of maximum redemptions, we may be in need of raising additional financing. We expect that from time to time we may need to raise additional financing to maintain our operations, and from time to time we may wish to raise additional financing in order to take advantage of business opportunities. To the extent we need or wish to raise such additional financing, our access to commercial bank financing or the debt and equity capital markets may be limited by various factors, including the condition of overall credit and capital markets, general economic factors, the state of the industry, our financial performance, credit ratings, and other factors. Commercial credit and debt and equity capital may not be available to us on favorable terms, or at all. While eCombustible is in continuing discussions with several potential lenders, no commitments for financing have been obtained to date, and there can be no assurances that any such financing will be consummated on terms acceptable to eCombustible, if at all.

 

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Q:

What do I need to do now?

 

A:

You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

If you hold membership interests of eCombustible, you may execute and return your written consent to eCombustible in accordance with the instructions provided.

 

Q:

How do I vote?

 

A:

If you were a holder of record of Benessere Class A Common Stock or Benessere Class B Common Stock on                , 2022, the Record Date, you may vote with respect to the Proposals in person at the Special Meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote in person, obtain a proxy from your broker, bank or nominee.

 

Q:

What will happen if I abstain from voting or fail to vote at the Special Meeting?

 

A:

Abstentions will have the same effect as a vote “AGAINST” the Charter Amendments Proposal. Abstentions will have no effect on the remaining Proposals in a special meeting with a duly called quorum.

A “broker non-vote” occurs when shares held by a broker for the account of a beneficial owner are not voted for or against a particular proposal because the broker has not received voting instructions from that beneficial owner and the broker does not have discretionary authority to vote those shares in the absence of such instructions. If you do not provide instructions to your broker, your broker will not have discretionary authority to vote on any of the Proposals at the Special Meeting, because Benessere does not expect any of the Proposals to be considered a routine matter. Broker non-votes will not be counted as present for the purposes of establishing a quorum.

Broker non-votes will have the same effect as a vote “AGAINST” the Charter Amendments Proposal. At a meeting with a quorum, broker non-votes will have no effect on the vote on the remaining Proposals.

 

Q:

What will happen if I sign and return my proxy card without indicating how I wish to vote?

 

A:

Signed and dated proxies received by Benessere without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders. The proxyholders may use their discretion to vote on any other matters which properly come before the Special Meeting.

 

Q:

If I am not going to attend the Special Meeting in person, should I return my proxy card instead?

 

A:

Yes. Whether you plan to attend the Special Meeting or not, please read the enclosed proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

 

Q:

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

 

A:

No. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to

 

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  vote in accordance with the information and procedures provided to you by your broker, bank or nominee. Benessere believes the proposals presented to the stockholders will be considered non-discretionary and therefore your broker, bank or nominee cannot vote your shares without your instruction. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

 

Q:

May I change my vote after I have mailed my signed proxy card?

 

A:

Yes. You may change your vote by sending a later-dated, signed proxy card to Benessere’s secretary at the address listed below so that it is received by Benessere’s secretary prior to the Special Meeting or virtually attend the Special Meeting in person and vote. You also may revoke your proxy by sending a notice of revocation to Benessere’s secretary, which must be received by Benessere’s secretary prior to the Special Meeting.

 

Q:

Who will solicit and pay the cost of soliciting proxies?

Benessere will pay the cost of soliciting proxies for the Special Meeting. Benessere has engaged [Proxy Solicitor], which we refer to as “[Proxy Solicitor],” to assist in the solicitation of proxies for the Special Meeting. Benessere has agreed to pay [Proxy Solicitor] a fee of $                , plus disbursements. Benessere will reimburse [Proxy Solicitor] for reasonable out-of-pocket expenses and will indemnify [Proxy Solicitor] and its affiliates against certain claims, liabilities, losses, damages and expenses. Benessere will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of Benessere Common Stock for their expenses in forwarding soliciting materials to beneficial owners of the Benessere Common Stock and in obtaining voting instructions from those owners. Benessere’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

 

Q:

What should I do if I receive more than one set of voting materials?

 

A:

You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

 

Q:

Who can help answer my questions?

 

A:

If you have questions about the proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card you should contact:

Patrick Orlando

Chairman and Chief Executive Officer

Benessere Capital Acquisition Corp.

78 SW 7th Street, Unit 800

Miami, Florida 33130

Tel: (561) 467-5200

You may also contact our proxy solicitor at:

[Proxy Solicitor]

[Contact Info]

To obtain timely delivery, Benessere stockholders must request the materials no later than                 , 2022.

 

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You may also obtain additional information about Benessere from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.”

If you intend to seek redemption of your public shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to Benessere’s transfer agent prior to the Special Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30th Floor

New York, New York 10004

Attn:

E-mail:

 

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary, together with the section entitled, “Questions and Answers About the Proposals” summarizes certain information contained in this proxy statement/prospectus and may not contain all of the information that is important to you. To better understand the Business Combination and the Proposals to be considered at the Special Meeting, you should read this entire proxy statement/prospectus carefully, including the annexes. See also the section titled “Where You Can Find More Information.”

Parties to the Business Combination

Benessere

Benessere is a special purpose acquisition company incorporated on September 25, 2020 for purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses.

Benessere’s units, Class A common stock, rights and warrants are currently quoted on the Nasdaq Capital Market under the symbols “BENEU,” “BENE,” “BENER” and “BENEW,” respectively.

Benessere’s executive office is located at 78 SW 7th Street, Unit 800, Miami, Florida 33130, and its telephone number is (561) 467-5200. Benessere’s corporate website address is https://www.benespac.com/. Benessere’s website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus.

Sponsor

ARC Global Investments LLC, a Delaware limited liability company, is the sponsor of Benessere and currently, together with our officer and directors, owns 23.8% of the issued and outstanding shares of Benessere Common Stock.

BCAC Holdings

BCAC Holdings is a wholly-owned subsidiary of Benessere and is the owner of all of the issued and outstanding equity interests of Purchaser Merger Sub and Company Merger Sub. BCAC Holdings was incorporated under the laws of the State of Delaware on November 17, 2021. BCAC Holdings owns no material assets other than the equity interest of Purchaser Merger Sub and Company Merger Sub and it does not operate any business.

The mailing address and telephone of the principal executive offices of BCAC Holdings are the same as for Benessere.

eCombustible

eCombustible, a Delaware limited liability company, offers a long-term fuel supply solution that is designed to provide the world’s most fossil-fuel dependent industries with a fuel that is carbon-free, cost-competitive, and requires little to no modification to existing customer equipment. eCombustible was formed under the laws of the State of Delaware on July 2, 2019.

eCombustible’s executive office is located at 16690 Collins Ave, Suite 1102, Miami, Florida 33160, and its telephone number is (786) 565-8610. eCombustible’s corporate website address is https://www.ecombustible.com/. eCombustible’s website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus.

 

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Purchaser Merger Sub

Purchaser Merger Sub is a wholly-owned subsidiary of BCAC Holdings formed solely for the purpose of effectuating the merger with Benessere in which Benessere will be the surviving entity. Purchaser Merger Sub was incorporated under the laws of the State of Delaware on November 17, 2021. Purchaser Merger Sub owns no material assets and does not operate any business.

The mailing address and telephone number of Purchaser Merger Sub’s principal executive office is the same as for Benessere. At the consummation of the Business Combination, Purchaser Merger Sub will cease to exist after being merged into Benessere.

Company Merger Sub

Company Merger Sub is a wholly-owned subsidiary of BCAC Holdings formed solely for the purpose of effectuating the merger with eCombustible in which eCombustible will be the surviving entity. Company Merger Sub was formed under the laws of the State of Delaware on November 17, 2021. Merger Sub LLC owns no material assets and does not operate any business.

The mailing address and telephone number of Company Merger Sub’s principal executive office is the same as Benessere. At the consummation of the Business Combination, Company Merger Sub will cease to exist after being merged into eCombustible.

The Business Combination and the Merger Agreement

On November 23, 2021, Benessere entered into the Merger Agreement with eCombustible, BCAC Holdings, its newly formed subsidiaries, Purchaser Merger Sub and Company Merger Sub, the Purchaser Representative and the Seller Representative. The Merger Agreement provides for the combination of Benessere and eCombustible under BCAC Holdings as a newly formed holding company, and pursuant to which each of Benessere and eCombustible will merge with and into newly formed subsidiaries of BCAC Holdings, with each of Benessere and eCombustible surviving the Merger as direct, wholly-owned subsidiaries of BCAC Holdings. At the Closing, BCAC Holdings will change its name to “eCombustible Energy Corporation.” For more information about the transactions contemplated by the Merger Agreement, please see the section entitled “The Business Combination ProposalMerger Agreement.” A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A, and is incorporated herein by reference.

Merger Consideration

Subject to the terms and conditions set forth in the Merger Agreement at the effective time of the Merger, which we refer to as the Effective Time:

 

  (a)

all of the outstanding eCombustible Units will be cancelled in exchange for the right to receive shares of BCAC Holdings Common Stock;

 

  (b)

all of the outstanding shares of Benessere Class A Common Stock (including any equity securities paid as dividends or distributions after the Closing of the Business Combination with respect to such shares or into which such shares are exchanged or converted after the Closing) will be exchanged for the right to receive shares of BCAC Holdings Common Stock;

 

  (c)

all of the outstanding shares of Benessere Class B Common Stock will be cancelled in exchange for the right to receive shares of BCAC Holdings Common Stock; and

 

  (d)

all of the outstanding Benessere Warrants will be converted into the right to receive BCAC Holdings Warrants (and underlying BCAC Holdings Common Stock).

 

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Upon the consummation of the Business Combination, the outstanding publicly traded units of Benessere will be separated into their component securities, consisting of one share of Benessere Class A Common Stock, three-fourths (3/4) of one Benessere Warrant, each of which shall be exchanged in accordance with the foregoing description, and one right to receive Benessere Rights equal to one tenth (1/10) of one share of Benessere Class A Common Stock upon the consummation of the Business Combination. The amount of Benessere Rights held by each Rights Holder will be rounded up to the nearest whole share of Benessere Class A Common Stock and this stock shall be exchanged for BCAC Holdings Common Stock at the Effective Time.

As Benessere does not have any outstanding shares of preferred stock, and is anticipated to have no outstanding shares of preferred stock at the Effective Time, no exchange of preferred stock is expected to occur at the Effective Time.

All other convertible securities and other rights to purchase limited liability company membership interests of eCombustible will be retired and terminated, if they have not been converted, exchanged or exercised for eCombustible’s limited liability membership interests immediately prior to the Effective Time.

The amount of shares of BCAC Holdings Common Stock that the eCombustible Holders and our security holders described above receive in the Business Combination depends on the redemption price of Benessere Common Stock in the redemption described in this proxy statement/prospectus, which per share price determines the value of one share of BCAC Holdings Common Stock under the terms of the Merger Agreement, for purposes of determining the consideration to be received by eCombustible Holders and our security holders in the Business Combination. Based on that per share price, and subject to the aggregate fully diluted number of eCombustible Units at the Closing, the eCombustible Holders will receive such number of shares of BCAC Holdings Common Stock, with an aggregate value equal to Eight Hundred Five Million Dollars ($805,000,000), minus adjustments for net working capital, net indebtedness and transaction expenses as provided in the Merger Agreement, which we refer to as the Merger Consideration.

The Merger Consideration will be paid in the form of shares of BCAC Holdings Common Stock as described above. Up to 59,000,000 shares of BCAC Holdings Common Stock will additionally be contingently issuable, in the form of an earnout which is subject to certain terms and conditions relating to the price of the BCAC Holdings Common Stock during the thirty month period following the consummation of the Business Combination. For more information see “The Business Combination Proposal – Merger Consideration – Earnout Shares”.

Conditions to Consummation of the Merger

The consummation of the Merger is subject to various conditions, including the following mutual conditions of the parties unless waived: (i) the approval of the Merger Agreement and the transactions contemplated thereby and related matters by the requisite vote of Benessere’s stockholders and the eCombustible Holders (although as discussed below, eCombustible and Benessere have already obtained a voting agreement from ATA International Holdings, LLC); (ii) expiration of the applicable waiting period under any antitrust laws; (iii) receipt of requisite regulatory approvals and requisite third party consents; (iv) no law or order preventing or prohibiting the Merger or the other transactions contemplated by the Merger Agreement; (v) Benessere having at least $5,000,001 in net tangible assets as of the Closing, after giving effect to the redemption and payment of all its expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby; (vi) BCAC Holdings’ initial listing application with the Nasdaq Capital Market being approved and, immediately following the Closing, BCAC Holdings satisfying any applicable initial and continuing listing requirements of the Nasdaq Capital Market; (vii) the election or appointment of members to BCAC Holdings’ board of directors in accordance with the Merger Agreement; and (viii) the effectiveness of the Registration Statement.

 

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In addition, unless waived by eCombustible, the obligations of eCombustible to consummate the Merger and the other transactions contemplated by the Merger Agreement are subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other closing deliveries:

 

   

The representations and warranties of Benessere and the other purchaser parties being true and correct as of the date of the Merger Agreement and as of the Closing (subject to a qualifier as to material adverse effect);

 

   

Benessere and the other purchase parties having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Merger Agreement required to be performed or complied with on or prior the date of the Closing;

 

   

Absence of a material adverse effect with respect to Benessere since the date of the Merger Agreement which is continuing;

 

   

BCAC Holdings having amended and restated its certificate of incorporation; and

 

   

eCombustible having received a copy of the Registration Rights Agreement duly executed by Benessere.

Unless waived by Benessere, the obligations of Benessere and the other purchaser parties to consummate the Merger and the other transactions contemplated by the Merger Agreement are subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other closing deliveries:

 

   

The representations and warranties of eCombustible being true and correct as of the date of the Merger Agreement and as of the Closing (subject to a qualifier as to material adverse effect);

 

   

eCombustible having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Merger Agreement required to be performed or complied with on or prior to the Closing Date;

 

   

Absence of a material adverse effect with respect to eCombustible since the date of the Merger Agreement which is continuing;

 

   

Benessere having received employment agreements between certain individuals and eCombustible or BCAC Holdings, duly executed by the parties thereto;

 

   

Benessere having received copies of letters of transmittal from each eCombustible Holder and lock-up agreements from each eCombustible Holder holding more than 5% of the eCombustible Units and certain members of eCombustible’s management team and those agreements and documents being in full force and effect at Closing ;

 

   

Benessere having received evidence that eCombustible has terminated, extinguished and cancelled in full all outstanding options, warrants or rights to subscribe for or purchase any limited liability membership interests of eCombustible or securities convertible into or exchangeable for, or that otherwise on the holder any right to acquire any limited liability company membership interests of eCombustible;

 

   

Benessere having received written resignations effective as of the Closing, for each of the managers and officers of eCombustible;

 

   

Benessere having received a copy of duly executed Non-Competition Agreements from each of Jorge E. Arevalo García, Karen L. Childress and James M. Driscoll,and those agreements being in full force and effect at Closing, and

 

   

Benessere having received evidence that certain contracts involving eCombustible and/or the eCombustible Holders or their related parties shall have been terminated with no further obligation or liability of eCombustible or its subsidiaries.

 

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The transactions contemplated by the Merger Agreement further will be consummated only if the Condition Precedent Proposals described in this proxy statement/prospectus (consisting of the Business Combination Proposal, the Charter Amendments Proposals, the Nasdaq Proposal and the Incentive Plan Proposal) are approved at the Special Meeting. The Advisory Charter Amendments Proposals, the ESPP Proposal and the Adjournment Proposal in each case is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

Termination

The Merger Agreement may be terminated at any time prior to the Closing of the Business Combination upon the mutual agreement of eCombustible and Benessere, or by eCombustible or Benessere acting alone, in specified circumstances, including:

 

   

by written notice by either Benessere or eCombustible if the Closing has not occurred on or prior to May 23, 2022, the termination date under the Merger Agreement (the “Outside Date”) (unless Benessere seeks and obtains an extension of the deadline by which it must complete its initial business combination (an “Extension”), in which case Benessere shall have the right by providing written notice thereof to the eCombustible to extend the Outside Date for an additional period equal to the shortest of (i) three additional months, (ii) the period ending on the last date for Benessere to consummate its initial business combination pursuant to such Extension and (iii) such period as determined by Benessere);

 

   

by written notice by either Benessere or eCombustible if a governmental authority of competent jurisdiction shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by the Merger Agreement, and such order or other action has become final and non-appealable;

 

   

by written notice by Benessere or eCombustible if there has been a material breach by the other party of any of its representations, warranties, covenants or agreements contained in the Merger Agreement, such that the related closing condition would not be met, and such breach is incapable of being cured or is not cured within the earlier of (i) 20 days of the non-breaching party providing notice of such breach or (ii) by the Outside Date;

 

   

by written notice by Benessere or eCombustible if there has been a material adverse effect on the other party since the date of the Merger Agreement which is continuing;

 

   

by written notice by either Benessere or eCombustible if Benessere holds the Special Meeting and at a duly conducted vote of its stockholders does not obtain approval of the matters required to be approved under this proxy statement/prospectus; or

 

   

by written notice by either Benessere or eCombustible if eCombustible at a duly held eCombustible Special Meeting, or action by written consent, as applicable, does not receive the requisite vote of holders of eCombustible Units (including any separate class or series vote that is required) to approve the Merger Agreement and its ancillary documents, and the consummation of the transactions contemplated thereby, including the Merger.

If the Merger Agreement is terminated, all further obligations of the parties under the Merger Agreement will terminate and will be of no further force and effect (except that certain obligations related to public announcements, confidentiality, termination and termination fees, waiver of claims against the trust, and certain general provisions will continue in effect), and, except for the termination fees discussed below, no party will have any further liability to any other party thereto except for liability for any fraud claims or willful breach of the Merger Agreement prior to such termination.

In the event that the Merger Agreement is terminated by Benessere as a result of a breach by eCombustible, then eCombustible shall pay to Benessere a cash termination fee equal to $4,000,000. The cash termination fee

 

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shall be paid by wire transfer of immediately available funds to an account designated in writing by Benessere as follows: (a) $2,000,000 payable within ten business days after such termination and (b) two quarterly installments of $1,000,000 commencing on the three-month anniversary of such termination.

Related Agreements

This section describes the material provisions of certain additional agreements entered into or to be entered into pursuant to the Merger Agreement, and which we refer to as Related Agreements, but does not purport to describe all of their terms. The following summary is qualified in its entirety by reference to the complete text of each of these Related Agreements, which are included as exhibits to this proxy/statement prospectus. You are urged to read such Related Agreements in their entirety.

Sponsor Support Agreement

Simultaneously with the execution of the Merger Agreement, Benessere, eCombustible, BCAC Holdings and the Sponsor entered into a sponsor support agreement, in which, among other things, these parties agreed to (i) not to solicit or cause Benessere to enter into any alternative competing transactions, (ii) to vote all of their founder shares and all of the public shares held by them in favor of the Business Combination and in opposition of any alternative competing transactions and (iii) a moratorium, or lock-up, on selling shares which was substantially the same as that entered into by the Sponsor in connection with the Benessere IPO.

Lock-Up Agreement

Benessere Initial Stockholders, including our Sponsor, have agreed in a lock-up agreement not to transfer, assign or sell any of Benessere Class B Common Stock (except to certain permitted transferees) until the earlier of (i) six months after the date of the consummation of a Business Combination, (ii) the date on which the closing price of BCAC Holdings Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination or (iii) if, subsequent to the Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property.

During the period of the lockup agreement, the Benessere Initial Stockholders also agreed not to, with respect to BCAC Holdings Common Stock, (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, such stock, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such stock, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of such stock of BCAC Holdings or other securities, in cash or otherwise.

Registration Rights

Under the terms of a registration rights agreement entered into in connection with our IPO, on January 4, 2021, Benessere Initial Stockholders (including our Sponsor, and being the holders of the founder shares, placement units (and their underlying securities), and any units that may be issued upon conversion of the working capital loans (and their underlying securities)) are entitled to registration rights. The holders of a majority of these securities are entitled after the Business Combination to make up to three demands that we register those securities. In addition, these holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a business combination and rights to require us to register for resale those securities pursuant to Rule 415 under the Securities Act. However, the registration rights

 

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agreement provides that we will not permit any registration statement to become effective until termination of the applicable lock-up period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the securities. We will bear the expenses incurred in connection with the filing of any such registration statements.

eCombustible Lock-Up Agreement

At the Closing, each of the eCombustible Holders holding more than 5% of the eCombustible Units and certain members of eCombustible’s management team will enter into a lock-up agreement with BCAC Holdings and the Purchaser Representative substantially similar to the lockup agreement between us and the Benessere Initial Stockholders, except that, in respect of the Earnout Shares, the lock-up period ends six months after the date that the Earnout Shares are issued to the holder.

eCombustible Trust Account Waiver

eCombustible has agreed that it and its affiliates will not have any right, title, interest or claim of any kind in or to any monies in Benessere’s Trust Account, and agreed not to, and waived any right to, make any claim against the Trust Account (including any distributions therefrom) directly or indirectly.

Voting Agreements

Simultaneously with the execution of the Merger Agreement, ATA International Holdings, LLC, or ATA, an eCombustible Holder and an entity wholly owned by First American Trust of Nevada, LLC, as trustee of the Arevalo Family Trust, of which Jorge E. Arevalo Garcĺa is a beneficiary, entered into a voting agreement with eCombustible, and which we refer to as the Voting Agreement. Under the Voting Agreement, ATA agreed to vote all of its eCombustible Units in favor of approving the Merger Agreement and related transactions. ATA also agreed to take certain other actions in support of the Merger Agreement and related transactions and refrain from taking actions that would adversely affect ATA’s ability to perform its obligations under the Voting Agreement. The Voting Agreement also prevents transfers of the eCombustible Units held by ATA, between the date of the Voting Agreement and the date of the eCombustible Holders’ approval of the Merger Agreement and related transactions, except for certain permitted transfers.

Non-Competition Agreement

At the Closing, the executive officers of eCombustible will each enter into a Non-Competition and Non-Solicitation Agreement in substantially the form attached to the Merger Agreement, and included as an exhibit to this proxy statement/prospectus, and which we refer to as a Non-Competition Agreement. The Non-Competition Agreement by these executive officers is in favor of BCAC Holdings, eCombustible and their respective present and future affiliates, successors and direct and indirect subsidiaries, and whom we refer to as the Covered Parties. Jorge E. Arevalo García, Karen L. Childress and James M. Driscoll shall also have non-competition and non-solicitation obligations under their respective employment agreements to be effective as of the consummation of the Merger, as mentioned in the section entitled “Executive Compensation of eCombustible.” Under each Non-Competition Agreement, for a period of three (3) years after the Closing, the executive officer of eCombustible party thereto each has agreed that he or she will not and will not permit his or her affiliates to, without BCAC Holdings’ prior written consent, directly or indirectly engage in the business of fabricating modular fuel supply units. Under each Non-Competition Agreement, the executive officer of eCombustible party thereto and his or her affiliates will also be subject to certain non-solicitation and non-interference obligations during this three year period relating to the Covered Parties’ respective (i) employees, consultants and independent contractors, (ii) customers, and (iii) vendors, suppliers, distributors, agents or other service providers. Each executive officer of eCombustible will also be subject to non-disparagement provisions regarding the Covered Parties and confidentiality obligations with respect to the confidential information of the Covered Parties.

 

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Letter of Transmittal

At the Closing, each eCombustible Holder will provide BCAC Holdings and with a completed and duly executed letter of transmittal, in substantially the form attached to the Merger Agreement, with respect to their eCombustible Units. In the letter of transmittal, each eCombustible Holder makes customary representations and warranties, acknowledges its obligations with respect to the indemnification obligations under the Merger Agreement, appoints the Seller Representative to act on its behalf in accordance with the terms of the Merger Agreement, provides a general release to eCombustible and its affiliates and certain related persons with respect to claims relating to the eCombustible Holder’s capacity as a holder of eCombustible Units, and agrees to be bound by confidentiality obligations to eCombustible for two years after the Closing.

Total Shares to be Issued in the Business Combination

Benessere’s public stockholders currently own approximately 75.3% of Benessere’s issued and outstanding capital stock, and the Sponsor together with our directors and officers currently own approximately 23.8% of Benessere’s issued and outstanding capital stock (with the remaining approximately 0.9% of shares held by EFH). It is anticipated that, immediately after the Business Combination and if there are no redemptions, Benessere’s public stockholders will own approximately 12.0% of BCAC Holdings’ issued and outstanding capital stock, the Sponsor and our directors and officers will own approximately 3.5% of BCAC Holdings’ issued and outstanding capital stock, EFH will own approximately 0.1% of BCAC Holdings’ issued and outstanding capital stock, and the eCombustible Holders will own approximately 84.4% of BCAC Holdings’ issued and outstanding capital stock (of which approximately 31.0% will be owned by Jorge E. Arevalo García, the seller representative and eCombustible’s chief executive officer and director).

For a Description of BCAC Holdings’ securities, see the section entitled “Description of Securities of BCAC Holdings” which provides a description of BCAC Holdings Common Stock and BCAC Holdings warrants.

If any of Benessere’s public stockholders exercise their redemption rights, the ownership interest in BCAC Holdings of Benessere’s public stockholders will decrease and the ownership interest in BCAC Holdings of the eCombustible Holders and the Sponsor will increase. If there are redemptions by Benessere’s public stockholders up to the maximum level that would permit completion of the Business Combination, Benessere’s public stockholders will own 3.8% of BCAC Holdings’ issued and outstanding capital stock, the Sponsor and our directors and officers will own approximately 3.8% of BCAC Holdings’ issued and outstanding capital stock, EFH will own 0.1% of BCAC Holdings’ issued and outstanding capital stock and the eCombustible Holders will own approximately 92.3% of BCAC Holdings’ issued and outstanding capital stock (of which approximately 33.9% will be owned by Mr. Arevalo). If the actual facts are different than these assumptions (based on redemptions by Benessere’s public stockholders, changes in the terms of the Business Combination, adjustments to the Merger Consideration pursuant to the Merger Agreement or otherwise), the percentage ownership interests in BCAC Holdings post-Business Combination may be different.

The ownership percentages referenced above and set forth below with respect to BCAC Holdings include the shares issuable to the eCombustible Holders, and assumes Rights Holders exercise all of their Benessere Rights, but does not take into account (i) any shares reserved for issuance under the Incentive Plan or ESPP, (ii) the issuance of any shares upon the exercise of warrants to purchase up to a total of 8,920,312 shares of BCAC Holdings Common Stock that will remain outstanding following the Business Combination or any additional private placement units that are issued or issuable to our Sponsor pursuant to the conversion of the Sponsor’s up to $1.5 million working capital loans that were made to Benessere, (iii) an earnout of up to 59,000,000 shares of BCAC Holdings Common Stock to which the existing holders of eCombustible Units may become eligible, depending on terms relating to the price of the BCAC Holdings Common Stock following the Closing, (iv) any adjustments to the Merger Consideration payable to the eCombustible Holders as a result of eCombustible’s working capital, transaction expenses and/or debt as of the completion of the Business Combination varying from certain specified targets set forth in the Merger Agreement, and (v) any indemnification payments that are made after the consummation of the Business Combination by delivery of shares of BCAC Holdings Common Stock. These percentages are calculated based on a number of assumptions (as described in this proxy statement/prospectus) and are subject to adjustment in accordance with the terms of

 

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the Merger Agreement. For a discussion of these assumptions, see “Summary of the Proxy Statement/Prospectus — The Business Combination Proposal (Proposal 1) — Merger Consideration.”

If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership in BCAC Holdings will be different. See “Summary of the Proxy Statement/Prospectus – Impact of the Business Combination on Benessere’s Public Float” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

The following table illustrates varying ownership levels of the issued and outstanding capital stock of BCAC Holdings, assuming varying levels of redemptions by Benessere’s public stockholders:

 

     Ownership
Percentage
Assuming
No
Redemption
of Shares
    Ownership
Percentage
Assuming
50%
Redemption
of Shares
    Ownership
Percentage
Assuming
Maximum
Redemption
of Shares
 

eCombustible Holders

     84.4     89.2     92.3

Benessere Initial Stockholders, including the Sponsor and Benessere’s directors and officers (other than EFH)

     3.5     3.7     3.8

EFH

     0.1     0.1     0.1

Benessere’s public stockholders

     12.0     7.0     3.8

Sources and Uses of Funds for the Business Combination

The following table summarizes the sources and uses for funding the Business Combination assuming no redemptions:

 

Sources

        

Uses

      
($ in Millions)                  

Benessere Cash

  $ 105,133,000     

New Equity to the eCombustible Holders

   $ 805,000,000  

Cash from eCombustible

    4,069,000     

Deferred Underwriting Fees

     3,450,000  

New Equity to the eCombustible Holders

    805,000,000     

Transaction Expenses

     5,972,000  
    

Cash to Balance Sheet

     99,780,000  
 

 

 

       

 

 

 

Total Sources

  $ 914,202,000     

Total Uses

   $ 914,202,000  

 

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The following table summarizes the sources and uses for funding the Business Combination assuming Benessere stockholders exercise their redemption rights assuming 50% redemption:

 

Sources

         

Uses

      
($ in Millions)                   

Benessere Cash

   $ 105,133,000     

New Equity to the eCombustible Holders

   $ 805,000,000  

Cash from eCombustible

     4,069,000     

Deferred Underwriting Fees

     3,450,000  

New Equity to the eCombustible Holders

     805,000,000     

Transaction Expenses

     4,639,000  
     

 

Redemptions

  

 

 

 

53,455,000

 

 

     

Cash to Balance Sheet

     47,658,000  
  

 

 

       

 

 

 

Total Sources

   $ 914,202,000     

Total Uses

   $ 914,202,000  

The following table summarizes the sources and uses for funding the Business Combination assuming Benessere stockholders exercise their redemption rights assuming maximum redemption:

 

Sources

         

Uses

      
($ in Millions)                   

Benessere Cash

   $ 105,133,000     

New Equity to the eCombustible Holders

   $ 805,000,000  

Cash from eCombustible

     4,069,000     

Deferred Underwriting Fees

     3,450,000  

New Equity to the eCombustible Holders

     805,000,000     

Transaction Expenses

     3,854,000  
     

 

Redemptions

  

 

 

 

84,969,000

 

 

     

Cash to Balance Sheet

     16,929,000  
  

 

 

       

 

 

 

Total Sources

   $ 914,202,000     

Total Uses

   $ 914,202,000  

Benessere’s Reasons for the Business Combination

Benessere was organized for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. Benessere has sought to capitalize on the ability of its management team to identify, acquire and partner with management to operate a business.

The Board, in evaluating the Business Combination, consulted with Benessere’s management and legal, accounting and financial advisors. In reaching its unanimous resolution (i) that the Merger Agreement and the transactions contemplated thereby, including the Business Combination, are advisable, fair to and in the best interests of Benessere and its stockholders and (ii) to recommend that Benessere’s stockholders adopt the Merger Agreement and approve the Business Combination and the other transactions contemplated by the Merger Agreement, the Board considered a range of factors, including, but not limited to, the factors discussed below.

In light of the number and wide variety of factors considered in connection with its evaluation of the Business Combination, the Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. The Board viewed its decision as being based on any and all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of Benessere’s reasons for the Business Combination and all other information presented in this section may be forward-looking in nature and, therefore, should be read in light of the factors

 

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discussed under “Cautionary Note Regarding Forward-Looking Statements.” Many factors were considered by Benessere, and the factors outlined herein may or may not have been considered by any particular directors, member of management, or advisor of Benessere Notwithstanding whether any of these factors were considered by any individual board member, the Board voted unanimously to proceed with the transaction.

The officers and directors of Benessere have substantial experience in a wide range of industries and are confident that their experience and background, together with the experience of Benessere’s advisors, enabled them to exercise the necessary business judgment to make the determinations regarding the Business Combination. The Board also obtained the Marshall & Stevens’ Opinion, described below, prior to the execution of the Merger Agreement, relating to the fairness, from a financial point of view, to Benessere of the Merger Consideration to be paid to the equity holders of eCombustible in the Business Combination.

The Board considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Merger Agreement and the transactions contemplated thereby, including, but not limited to, the following material factors:

 

   

Growth Prospects. Analytical data suggests that energy consumers are receptive to seeking alternative fuel and energy sources, especially those differentiated from the current market fossil fuels offerings. The transition to cleaner forms of energy and regulation thereof in certain geographic regions bodes well for adoption of eCombustible’s technology on a significant scale;

 

   

Broad Customer Base. Given the relatively potentially lower costs of eCombustible fuel when compared to fossil fuel-dependent energy sources across most the globe in addition to the carbon-free clean energy element, eCombustible has a broad potential customer base across multiple continents and industries, especially those regions with higher energy prices and taxes on carbon emitting energy sources;

 

   

Relative Affordability of Onsite Operators. In considering the affordability of the use of onsite operators for eCombustible FPUs, the Board considered the fact that an employed onsite operator could assist, among other things, in protection of intellectual property, and that the cost of such operator was likely to be offset, in part, by the sizeable scale of the proposed projects, the relative cost of labor for such operators when recruited from local site country locations in contrast to other locations, the benefits to local site countries in investing in people with specialized skills as operators, and the lower costs of some inputs, such as water, for energy generation in FPUs, in locations where water is abundant or readily available;

 

   

Due Diligence. Business, financial and technical due diligence examinations of eCombustible and discussions with eCombustible’s management team were conducted, including extensive in-person meetings and calls with eCombustible’s management team and its representatives regarding eCombustible’s operations and financial prospects, technical analysis. Additional legal and technical review of eCombustible’s material contracts, intellectual property and labor matters was conducted. Such due diligence examination of eCombustible, in consultation with Benessere’s legal, technical, and financial advisors, indicated to Benessere management that eCombustible could assemble the required elements to create a foundation for a potentially very successful hydrogen fuel company;

 

   

Stockholder Liquidity. The obligation in the Merger Agreement to have BCAC Holdings Common Stock issued as merger consideration listed on the Nasdaq, a major U.S. stock exchange, which the Board believes has the potential to offer Benessere stockholders enhanced liquidity following the Business Combination;

 

   

Management Team Continuity. eCombustible’s senior management team including Jorge E. Arevalo García, James M. Driscoll, Karen L. Childress, and Tedd A. Sellers, intend to remain with the Combined Company in the capacity of officers and/or directors following the Business Combination, providing beneficial continuity in advancing eCombustible’s strategic and growth goals;

 

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Lock-Up. Key eCombustible Holders (including its management team) agreed to be subject to lockup provisions of 6 months in respect of their BCAC Holdings Common Stock (subject to certain customary exceptions), which would provide important stability to the Combined Company;

 

   

Fairness Opinion. On September 30, 2021, Benessere engaged Marshall & Stevens for the benefit of its Board in connection with the consideration by the Board of the Business Combination between Benessere and eCombustible pursuant to which Benessere would acquire all or substantially all of the assets and business of eCombustible (the “Acquired Business”) in consideration of the issuance of common stock of the surviving company. Subject to various agreed procedures, terms, conditions, assumptions, qualifications and limitations, Marshall & Stevens valued the Acquired Business and, at the request of the Board, on November 19, 2021, rendered its formal written opinion, which we refer to as the “Marshall & Stevens’ Opinion,” that as of that date the Merger Consideration to be paid to the equity holders of eCombustible in the Business Combination for the Acquired Business was fair to Benessere from a financial point of view. See discussion under “—The Business Combination Proposal: Marshall & Stevens’ Opinion.” The full text of the opinion is included with this proxy statement/prospectus; All descriptions of and disclosures concerning Marshall & Stevens’ Opinion are qualified in their entirety by reference to the specific text of Marshall & Stevens’ Opinion, a copy of which is included as Annex F to this proxy statement/prospectus. The included copy is provided only for informational purposes and is not for the benefit of or to be relied on by any person or entity other than the Board;

 

   

Other Alternatives. The Board believes, after a thorough review of other business combination opportunities reasonably available to Benessere that the proposed Business Combination represents the most promising potential business combination for Benessere and the most attractive opportunity based upon the process utilized to evaluate and assess other potential acquisition targets. Given the demand for alternatives to fossil fuels and eCombustible’s proprietary process and customer pipeline, Benessere’s Board believes eCombustible offers its stockholders the most potential value when compared to other target candidates; and

 

   

Negotiated Transaction. The financial and other terms of the Merger Agreement and the fact that such terms and conditions are reasonable and were the product of arm’s length negotiations between Benessere and eCombustible.

The Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination including, but not limited to, the following:

 

   

Macroeconomic Risks. Macroeconomic uncertainty, including the potential impact of the COVID-19 pandemic, and the effects it could have on eCombustible’s revenues post-closing;

 

   

Business Plan and Growth Initiatives May Not Be Achieved. The risk that eCombustible may not be able to execute on its business plan and realize the potential financial performance presented to Benessere’s management team, or that eCombustible’s growth initiatives may not be fully achieved or may not be achieved within the expected timeframe. Although Benessere’s board was provided access to eCombustible’s investor presentation summarizing the company’s plans for medium and long term growth, those plans were believed to be subject to significant uncertainty due to several factors, including but not limited to fluctuation in global fuel and energy prices, legal and regulatory risks, lack of legal certainty in certain international markets, market access limitations favoring legacy fuel enterprises, uncertainties relating to timing and scale of alternative energy adoption, competition from other alternative energy providers, and uncertainty relating to eCombustible’s ability to optimize operational efficiency. Additionally, although Benessere’s board received certain preliminary sales estimates, these estimates were prepared by eCombustible based upon certain assumptions, and excluded potentially material components, such as customer contracts still in negotiation that were subject to significant uncertainty. Due to such uncertainty, Benessere’s board did not rely on such financial estimates as a determinative factor in its decision to enter into the Merger Agreement;

 

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Redemption Risk. The potential that a significant number of Benessere stockholders elect to redeem their shares prior to the consummation of the Business Combination and pursuant to the Benessere Certificate of Incorporation, which would potentially make the Business Combination more difficult or impossible to complete;

 

   

Stockholder Vote. The risk that Benessere’s stockholders may fail to provide the votes necessary to effect the Business Combination;

 

   

Closing Conditions. The fact that the completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within Benessere’s control;

 

   

Litigation. The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination;

 

   

Listing Risks. The challenges associated with preparing eCombustible, a private entity, for the applicable disclosure and listing requirements to which the Combined Company will be subject as a publicly traded company on the Nasdaq;

 

   

Benefits May Not Be Achieved. The risks that the potential benefits of the Business Combination may not be fully achieved or may not be achieved within the expected timeframe;

 

   

Liquidation of Benessere. The risks and costs to Benessere if the Business Combination is not completed, including the risk of diverting management focus and resources from other business combination opportunities, which could result in Benessere being unable to effect a business combination by May 23, 2022, the termination date under the Merger Agreement (the “Outside Date”);

 

   

Regulatory Risks. The risks to the adoption of eCombustible’s technology include national and local energy and environmental regulations, which are subject to change;

 

   

Board and Independent Committees. The risk that the Combined Company’s board of directors post-Closing and independent committees do not possess adequate skills set within the context of the Combined Company operating as a public company;

 

   

Holders of Benessere Common Stock, and Benessere Warrants Receiving a Minority Position in the Combined Company. The risk that Benessere stockholders will hold a minority position in the Combined Company;

 

   

Fees and Expenses. The fees and expenses associated with completing the Business Combination; and

 

   

Other Risk Factors. Various other risk factors associated with the business of eCombustible, as described in the section entitled “Risk Factors” appearing elsewhere in this proxy statement/prospectus.

The above discussion of the material factors considered by the Board is not intended to be exhaustive, but does set forth the principal factors considered by the Board.

The Board concluded that the potential benefits expected to be achieved by Benessere and its stockholders resulting from the Business Combination outweighed the potentially negative factors associated with the Business Combination. Accordingly, the Board determined that the Business Combination was advisable, fair to, and in the best interests of, Benessere and its stockholders.

eCombustible’s Reasons for the Business Combination

The eCombustible Board considered a variety of factors in connection with its evaluation of the Business Combination. In light of the complexity of those factors, the eCombustible Board, as a whole, did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. The eCombustible Board viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual members of the eCombustible Board may have given different weight to different factors.

 

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In the course of reaching its decision to approve the Business Combination, the eCombustible Board considered a number of factors, including, among others:

 

   

Access to Capital. Due to the recent growth of the renewable energy industry and the resulting increase in both competition and opportunities, eCombustible believes that the Business Combination is a more time- and cost-effective means to access capital to build and expand its operations than other options considered, including a traditional IPO.

 

   

Other Alternatives. It is the belief of eCombustible, after review of alternative strategic opportunities from time to time, that the proposed Business Combination represents the best potential transaction for eCombustible to create greater value and provide significant liquidity for the eCombustible Holders by giving them access to public markets, even during periods of market instability. The Business Combination would also allow eCombustible’s management to continue in their existing roles and maintain control over the Combined Company’s strategic direction; in doing so, the Business Combination would avoid the post-closing friction and power struggles that often exist in the operations and management of a combined company following a strategic merger transaction.

 

   

Advantages over a Traditional IPO. Prior to executing the Merger Agreement, the eCombustible Board considered the alternative of a traditional IPO. The eCombustible Board considered that the Business Combination provided certain advantages over a traditional IPO, in particular that, based on available information at the time, including with respect to the conditions of the IPO market for companies with eCombustible’s characteristics, the Business Combination was likely to provide for a more time- and cost- effective means to capital with less dilution to the existing eCombustible Holders.

 

   

Size of Combined Company. eCombustible considered the Business Combination implied enterprise value of approximately $805 million for eCombustible, providing the eCombustible Holders with the opportunity to go forward with ownership in a public company with a larger market capitalization.

 

   

Benefit from Being a Public Company. eCombustible believes that under public ownership, it will have the flexibility and access to financial resources to pursue and execute a growth strategy to increase revenues and stockholder value. eCombustible also believes the Business Combination will increase public awareness of eCombustible and its technology and may attract additional customers. eCombustible should benefit from being publicly traded and expects to be able to effectively utilize the broader access to capital and public profile that are associated with being a publicly traded company.

In the course of reaching its decision to approve the Business Combination, the eCombustible Board also considered negative factors, including, among others:

 

   

Uncertainty of Consummation of the Business Combination. The eCombustible Board considered the risk that the Business Combination may not be approved by the necessary vote of the Benessere stockholders and that time and resources for other potential opportunities could be lost to the Business Combination process.

 

   

Uncertainty as to Amount of Redemptions and Cash in Trust following the Business Combination. The eCombustible Board considered that the Benessere stockholders have the right to redeem their shares for cash. Any such redemptions shall serve to reduce the amount of cash in the Trust Account following the Business Combination and reduce the amount of capital available to operate and grow eCombustible’s business. The amount of redemptions and the amount of cash that will remain in the Trust Account following the Business Combination cannot be determined, and may not be sufficient to meet the Combined Company’s near term cash requirements or provide sufficient capital for the Combined Company to complete projects currently under contract.

 

   

Diversion of Resources to the Business Combination Process. The eCombustible Board noted that eCombustible’s management and capital resources would be diverted in part to the Business Combination process at a time when such resources are required to shepherd eCombustible’s entrance into new markets and manage eCombustible’s business.

 

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Expense of Being a Public Company. The eCombustible Board considered the added financial expense of being a public company, including greater legal and accounting expenses, and the requirement to dedicate personnel and other resources to quarterly, annual and other reporting obligations.

Benessere Special Meeting

Benessere is furnishing this proxy statement/prospectus to its stockholders as part of the solicitation of proxies by its Board for use at the Special Meeting to be held on                 , 2022, and at any adjournment or postponement thereof. This proxy statement/prospectus is first being furnished to you on or about                 , 2022. This proxy statement/prospectus provides you with information you need to know to be able to vote or instruct how your vote shall be cast at the Special Meeting.

Date, Time and Place of Special Meeting

The Special Meeting will be virtually held at 10:00 a.m. Eastern Time on                 , 2022, or at such other time, on such other date and at such other place to which the meeting may be adjourned or postponed. The special meeting can be accessed via live webcast by visiting                 , where you will be able to listen to the meeting live and vote during the meeting.

Voting Power; Record Date

You will be entitled to vote or direct votes to be cast at the Special Meeting if you owned shares of Benessere Common Stock as of the close of business on                 2022, which is the Record Date for the Special Meeting. You are entitled to one vote for each share of Benessere Common Stock that you owned as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. As of the date of this proxy statement/prospectus, there were 13,723,239 shares of Benessere Common Stock issued and outstanding, consisting of 10,329,489 publicly traded shares of our Class A Common Stock (consisting of 11,500,000 shares originally sold as part of units in the Benessere IPO, as adjusted for 1,170,511 shares redeemed by public stockholders on January 7, 2022), 393,750 shares of our Class A Common Stock originally sold as part of units to the Sponsor in a Private Placement that occurred simultaneously with the consummation of the Benessere IPO, 2,875,000 founder shares that were issued to the Sponsor prior to the Benessere IPO and 125,000 representative shares issued to EFH. Benessere does not expect to issue any shares of common stock on or before the Record Date.

Registering for the Special Meeting

Pre-registration for virtual attendance at the Special Meeting is recommended but is not required in order to attend through the following website: https://www.cstproxy.com/[                ]

Any stockholder wishing to attend the virtual meeting should register for the meeting by                 , 2022. To register for the Special Meeting, please follow these instructions as applicable to the nature of your ownership of our common stock:

 

   

If your shares are registered in your name with Continental Stock Transfer & Trust Company and you wish to attend the online-only Special Meeting, go to https://www.cstproxy.com/[    ], enter the 12-digit control number included on your proxy card or notice of the meeting and click on the “Click here to preregister for the online meeting” link at the top of the page. Just prior to the start of the meeting you will need to log back into the meeting site using your control number. Pre-registration is recommended but is not required in order to attend.

 

   

Beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) who wish to attend the virtual meeting must obtain a legal proxy by contacting their

 

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account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial stockholders who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will allow them to register to attend and participate in the special meeting. After contacting Continental Stock Transfer & Trust Company, a beneficial holder will receive an e-mail prior to the meeting with a link and instructions for entering the virtual meeting. Beneficial stockholders should contact Continental Stock Transfer & Trust Company at least five (5) business days prior to the meeting date in order to ensure access.

Quorum and Required Vote for Proposals for the Special Meeting

A quorum of Benessere stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the common stock outstanding and entitled to vote at the Special Meeting is represented in person (including by virtual attendance) or by proxy. Abstentions will count as present for the purposes of establishing a quorum. Broker non-votes will not be counted for purposes of establishing a quorum.

Approval of the Charter Amendments Proposal requires the affirmative vote of a majority of the issued and outstanding shares of Benessere Common Stock as of the Record Date. Accordingly, a Benessere stockholder’s failure to vote by proxy or to vote in person at the Special Meeting or an abstention will have the same effect as a vote “AGAINST” the Charter Amendments Proposal.

The approval of the remaining Proposals (consisting of the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal) requires the affirmative vote of a majority of the votes cast by stockholders present in person or represented by proxy at the Special Meeting. Accordingly, a Benessere stockholder’s failure to vote by proxy or to vote in person at the Special Meeting or the failure of a Benessere stockholder who holds his or her shares in “street name” through a broker or other nominee to give voting instructions to such broker or other nominee (a “broker non-vote”) will result in that stockholder’s shares not being counted towards the number of shares of Benessere Common Stock required to validly establish a quorum, but if a valid quorum is otherwise established, it will have no effect on the outcome of any vote on the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the ESPP Proposal or the Adjournment Proposal. Abstentions of persons appearing at the Special Meeting likewise will also have no effect on the outcome of these proposals.

The transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals (consisting of the Business Combination Proposal, the Charter Amendments Proposal, the Nasdaq Proposal and the Incentive Plan Proposal) are approved at the Special Meeting. The Advisory Charter Amendments Proposals, the ESPP Proposal and the Adjournment Proposal are not Condition Precedent Proposals for consummation of the Business Combination, and the Adjournment Proposal does not require the approval of any other proposal to be effective.

It is important for you to note that in the event that the Business Combination Proposal and the other Condition Precedent Proposals do not receive the requisite vote for approval, after taking into account any approved adjournment or postponement, if necessary, then we will not consummate the Business Combination. If we do not consummate the Business Combination and fail to complete an initial business combination by July 7, 2022, we will be required to dissolve and liquidate our Trust Account by returning the then remaining funds in such account to the public stockholders.

The Proposals

The Business Combination Proposal

On November 23, 2021, Benessere entered into the Merger Agreement by and among Benessere, BCAC Holdings, Purchaser Merger Sub, Company Merger Sub, the Purchaser Representative, eCombustible and the Seller Representative.

 

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The Merger Agreement provides for the combination of Benessere and eCombustible under BCAC Holdings, a new holding company, as its direct, wholly-owned subsidiaries. The Merger Agreement provides that BCAC Holdings will form two new subsidiaries, Purchaser Merger Sub and Company Merger Sub and each of Benessere and eCombustible will merge with and into those respective subsidiaries. At the consummation of the Merger, each of Benessere and eCombustible will survive as a direct, wholly-owned subsidiary of the newly formed BCAC Holdings. The transactions contemplated by the Merger Agreement and the Merger we refer to herein as the “Business Combination.” A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

Merger Consideration

Subject to the terms and conditions set forth in the Merger Agreement, at the Effective Time:

 

  (a)

all of the outstanding eCombustible Units will be cancelled in exchange for the right to receive shares of BCAC Holdings Common Stock;

 

  (b)

all of the outstanding shares of Benessere Class A Common Stock (including any equity securities paid as dividends or distributions after the Closing of the Business Combination with respect to such shares or into which such shares are exchanged or converted after the Closing) will be exchanged for the right to receive shares of BCAC Holdings Common Stock;

 

  (c)

all of the outstanding shares of Benessere Class B Common Stock will be cancelled in exchange for the right to receive shares of BCAC Holdings Common Stock; and

 

  (d)

all of the outstanding Benessere Warrants will be converted into the right to receive BCAC Holdings Warrants (and underlying BCAC Holdings Common Stock).

Upon the consummation of the Business Combination, the outstanding publicly traded units of Benessere will be separated into their component securities, consisting of one share of Benessere Class A Common Stock, three-fourths (3/4) of one Benessere Warrant, each of which shall be exchanged in accordance with the foregoing description, and one right to receive Benessere Rights equal to one tenth (1/10) of one share of Benessere Class A Common Stock upon the consummation of the Business Combination. The amount of Benessere Rights held by each Rights Holder will be rounded up to the nearest whole share of Benessere Class A Common Stock and this stock shall be exchanged for BCAC Holdings Common Stock at the Effective Time.

As Benessere does not have any outstanding shares of preferred stock, and is anticipated to have no outstanding shares of preferred stock at the Effective Time, no exchange of preferred stock is expected to occur at the Effective Time.

All other convertible securities and other rights to purchase limited liability company membership interests of eCombustible will be retired and terminated, if they have not been converted, exchanged or exercised for eCombustible’s limited liability membership interests immediately prior to the Effective Time.

The amount of shares of BCAC Holdings Common Stock that the eCombustible Holders and our security holders described above receive in the Business Combination depends on the redemption price of Benessere Common Stock in the redemption described in this proxy statement/prospectus, which per share price determines the value of one share of BCAC Holdings Common Stock under the terms of the Merger Agreement, for purposes of determining the consideration to be received by eCombustible Holders and our security holders in the Business Combination. Based on that per share price, and subject to the aggregate fully diluted number of eCombustible Units at the Closing, the eCombustible Holders will receive such number of shares of BCAC Holdings Common Stock, with an aggregate value equal to Eight Hundred Five Million Dollars ($805,000,000), minus adjustments for net working capital, net indebtedness and transaction expenses as provided in the Merger Agreement, which we refer to as the “Merger Consideration.”

 

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Because the per share price of redemption (and the price of BCAC Holdings Common Stock or Benessere Class A Common Stock at that time) is not currently known, and the aggregate fully diluted number of eCombustible Units at the Closing is not fully known, the exact value of the consideration to be received by each eCombustible Holder, which we refer to as the “Pro Rata Share” of the Merger Consideration, will not be known with certainty until the Closing.

For informational purposes only, if the Closing had occurred on                 , 2022, and assuming:

 

  (i)

13,723,239 outstanding shares of Benessere Common Stock assuming no redemption rights were exercised by our stockholders;

 

  (ii)

127,835,382 outstanding eCombustible Units that will be cancelled in exchange for the right to receive shares of BCAC Holdings Common Stock immediately prior to the Merger;

 

  (iii)

no issuance of any shares of BCAC Holdings Common Stock (or options or awards to acquire such shares) under the Incentive Plan or ESPP;

 

  (iv)

no issuance of any shares of BCAC Holdings Common Stock upon the exercise of Benessere Warrants (or BCAC Holdings Warrants) to purchase up to a total of 8,920,312 shares of BCAC Holdings Common Stock that will remain outstanding following the Business Combination or any other warrants underlying units that are issued or issuable to the Sponsor pursuant to the conversion of its working capital loans that were made to Benessere;

 

  (v)

no adjustments to the Merger Consideration payable to the eCombustible Holders as a result of eCombustible’s working capital, transaction expenses and/or debt as of the completion of the Business Combination varying from certain specified targets set forth in the Merger Agreement, nor any adjustment for transaction expenses,

 

  (vi)

the representative shares consisting of 125,000 of our Class B Common Stock issued to EFH in connection with our IPO is included;

 

  (vii)

issuance of 1,189,375 shares of BCAC Holdings Common Stock upon the conversion of Benessere Rights;

 

  (viii)

no indemnification payments are made after the consummation of the Business Combination by delivery of shares of BCAC Holdings Common Stock;

 

  (ix)

the calculation does not include the 59,000,000 shares of BCAC Holdings Common Stock contingently issuable as Earnout Shares (as defined below); and

 

  (x)

a redemption price of Benessere Class A Common Stock of $10.36 per share (based on the value of the Trust Account on March 28, 2022 and assuming that value to be the redemption price),

then the aggregate market value of the BCAC Holdings Common Stock received in the Merger would be $988.5 million.

If the actual facts are different than these assumptions (which they are likely to be), the Pro Rata Share of the Merger Consideration consisting of BCAC Holdings Common Stock will be different.

We have provided the above calculations for informational purposes only based on the assumptions set forth above. The foregoing also is subject to change based on the adjustments for net working capital, net indebtedness and transaction expenses as provided in the Merger Agreement. The actual value of the Pro Rata Share of the Merger Consideration in the Merger will be determined at the Closing pursuant to the provisions and terms set forth in the Merger Agreement. The aggregate number of fully diluted shares of eCombustible as of Closing, and the price and amount of our shares subject to redemption assumed for purposes of the foregoing illustration, are each subject to change, and the actual values for such inputs at the time of the Closing could result in the actual Pro Rata Share of the Merger Consideration and the value of the consideration to be received by eCombustible Holders being more or less than the amounts reflected above.

 

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Earnout Shares

In addition to the above consideration, the eCombustible Holders are eligible to receive up to 59,000,000 additional shares of BCAC Holdings Common Stock, which are contingently issuable depending on terms relating to the price of the BCAC Holdings Common Stock during the thirty month period following the consummation of the Business Combination, which shares, if any, we refer to as the “Earnout Shares.”

The Earnout Shares are a significant portion of potential Merger Consideration that may be received by eCombustible Holders in the Merger. According to the Merger Agreement, if the volume weighted average trading price of BCAC Holdings Common Stock, which we refer to as the “BCAC Share Price,” during any consecutive 20 trading day period out of any 30 consecutive trading days, beginning on the date of Closing of the Business Combination and continuing for thirty months thereafter, which we refer to as the “Earnout Period,” equals or exceeds $12.50 per share (adjusting for stock splits, stock dividends, reorganizations and recapitalizations), then subject to the terms and conditions of the Merger Agreement, BCAC Holdings will issue to the holders of eCombustible Units a pro rata share of 29,500,000 Earnout Shares. If the BCAC Share Price during any consecutive 20 trading day period out of any 30 consecutive trading days during the Earnout Period equals or exceeds $15.00 per share (adjusting for stock splits, stock dividends, reorganizations and recapitalizations), then subject to the terms and conditions of the Merger Agreement, BCAC Holdings will issue to the holders of eCombustible Units a pro rata share of an additional 29,500,000 Earnout Shares.

In addition to the approval of the Proposals at the Special Meeting, unless waived by the parties to the Merger Agreement, in accordance with applicable law, the Closing of the Business Combination is subject to a number of conditions set forth in the Merger Agreement including, among others, receipt of the requisite stockholder approval contemplated by this proxy statement/prospectus. For more information about the closing conditions to the Business Combination, see the section titled “The Business Combination Proposal — Conditions to Consummation of the Merger.

The Merger Agreement may be terminated at any time prior to the Closing of the Business Combination upon the mutual agreement of eCombustible and Benessere, or by eCombustible or Benessere acting alone, in specified circumstances. For more information about the termination rights under the Merger Agreement, see the section titled “The Business Combination Proposal—Merger Agreement—Termination.”

The Business Combination involves numerous risks. For more information about these risks, see the section titled “Risk Factors.”

The Charter Amendments Proposal

Assuming the Business Combination Proposal is approved, in connection with the Business Combination, Benessere is proposing that its stockholders approve amendments to the Proposed Charter for the following:

 

  (a)

BCAC Holdings’ name to be changed to “eCombustible Energy Corporation”;

 

  (b)

a single class of common stock with                authorized shares;

 

  (c)                

authorized shares of preferred stock;

 

  (d)

establishing that the board of directors of BCAC Holdings following the Closing of the Business Combination (the “BCAC Holdings Board”) will not be divided into classes (with the number of directors of the BCAC Holdings Board being initially fixed at seven pursuant to the Merger Agreement and in accordance with the initial appointment rights provided therein, as discussed under “The Business Combination Proposal—Appointments of Directors”);

 

  (e)

prohibiting stockholder actions by written consent; and

 

  (f)

removing various provisions applicable to special purpose acquisition corporations.

 

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Advisory Charter Amendments Proposals

Assuming the Business Combination Proposal and other Condition Precedent Proposals are approved, Benessere’s stockholders are also being asked to approve the Advisory Charter Amendments Proposals in connection with the Proposed Charter under the DGCL. In accordance with SEC guidance, this proposal is being presented separately and will be voted upon on a non-binding advisory basis.

A summary of these provisions is set forth in the “Advisory Charter Amendments Proposals (Proposal 3)” section of this proxy statement/prospectus and a complete copy of these provisions is attached hereto as Annex B. You are encouraged to read them in their entirety.

The Nasdaq Proposal

Benessere is asking its stockholders to consider and vote on a proposal to approve, for the purposes of complying with Nasdaq Listing Rule 5635, the issuance, pursuant to the Merger Agreement, of up to 94,223,239 shares of BCAC Holdings Common Stock to eCombustible Holders and Benessere stockholders upon the Closing and up to an additional 59,000,000 shares of BCAC Holdings Common Stock to eCombustible Holders subsequent to Closing upon satisfaction of certain share price thresholds and certain other conditions and up to an additional 1,189,375 shares of BCAC Holdings Common Stock to Rights Holders.

The Incentive Plan Proposal

Benessere is asking its stockholders to approve the Incentive Plan, which will become effective upon the Closing of the Business Combination. The Incentive Plan provides for the grant of incentive stock options, non-statutory stock options, stock units, stock appreciation rights, restricted stock awards, other stock-based awards and cash-based awards. Incentive stock options (“ISOs”) may be granted only to BCAC Holdings’ employees, including officers, and the employees of BCAC Holdings’ subsidiaries. All other stock awards may be granted to BCAC Holdings’ employees, officers, BCAC Holdings’ non-employee directors, and consultants and the employees and consultants of BCAC Holdings’ subsidiaries and affiliates.

A summary of the Incentive Plan is set forth in the “Incentive Plan Proposal” section of this proxy statement/prospectus and a complete copy of the Incentive Plan is attached hereto as Annex D.

ESPP Proposal

Benessere is asking its stockholders to approve the ESPP. The purpose of the ESPP is to provide a broad-based employee benefit to attract the services of new employees, to retain the services of existing employees, and to provide incentives for such individuals to exert maximum efforts toward the BCAC Holdings’ success by purchasing shares of BCAC Holdings Common Stock on favorable terms and to pay for such purchases through payroll deductions.

A summary of the ESPP is set forth in the “ESPP Proposal” section of this proxy statement/prospectus and a complete copy of the ESPP is attached hereto as Annex E.

The Adjournment Proposal

Benessere is proposing that its stockholders approve and adopt a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if Benessere is unable to consummate the Business Combination for any reason.

Marshall & Stevens’ Opinion

On September 30, 2021, Benessere engaged Marshall & Stevens to serve as an independent financial advisor for the benefit of the Board in connection with the consideration by the Board of the Business

 

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Combination between Benessere and eCombustible pursuant to which Benessere would acquire all or substantially all of the assets and business of eCombustible (the “Acquired Business”) in consideration of the issuance of common stock of the surviving company.

Subject to various agreed procedures, terms, conditions, assumptions, qualifications and limitations, Marshall & Stevens valued the Acquired Business and, at the request of the Board, on November 19, 2021, rendered its formal written opinion, which we refer to as the “Marshall & Stevens’ Opinion,” that as of that date the Merger Consideration to be paid to the equity holders of eCombustible in the Business Combination for the Acquired Business was fair to Benessere from a financial point of view. See discussion under “—The Business Combination Proposal: Marshall & Stevens’ Opinion.

The full text of the opinion is included with this proxy statement/prospectus. All descriptions of and disclosures concerning Marshall & Stevens’ Opinion are qualified in their entirety by reference to the specific text of Marshall & Stevens’ Opinion, a copy of which is included as Annex F to this proxy statement/prospectus. The included copy is provided only for informational purposes and is not for the benefit of or to be relied on by any person or entity other than the Board.

Recommendation to Benessere Stockholders

After careful consideration, our Board has concluded that the Business Combination is in the best interests of Benessere’s stockholders. Our directors believe that the proposals being presented at the Special Meeting are in the best interests of Benessere’s stockholders, and they recommend that Benessere’s stockholders vote FOR each of the proposals.

The existence of financial and personal interests of one or more of Benessere’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Benessere and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the proposals. In addition, Benessere’s officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section entitled “ —Interests of Benessere’s Directors and Officers in the Business Combination” for a further discussion of these considerations.

Interests of Benessere’s Directors and Officers in the Business Combination

When you consider the recommendation of our Board in favor of the proposals, you should keep in mind that our directors and officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interests as a stockholder. These interests include, among other things:

 

   

the fact that our Sponsor paid an aggregate of approximately $25,000 for the founder shares, which are currently held by the Sponsor and its permitted transferees, including our directors and officers, and the market value of such shares as of                 , 2022 was approximately $                 , and such securities should have a significantly higher value than $25,000 at the time of the Business Combination;

 

   

the fact that our Sponsor paid an aggregate of approximately $3,937,500 for the placement units, at a price of $10.00 per unit, the market value of such securities as of                 , 2022 was approximately $                 , and such securities should have a higher value than $3,937,500 at the time of the Business Combination;

 

   

the fact that our Sponsor and its permitted transferees, including our officers and directors, have waived their rights to liquidating distributions from the Trust Account with respect to any founders shares and placement shares (but not public shares) held by them if we fail to complete our initial business combination by July 9, 2022 (or such other time as permitted by amendment to our certificate of incorporation) and therefore if we are unable to consummate a business combination by that time, those shares would expire worthless;

 

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the fact that our Sponsor and its permitted transferees, including our officers and directors, have waived their redemption rights with respect to any founder shares, placement shares and public shares held by them (other than relating to liquidating distributions to public shares from the Trust Account if we fail to complete our initial business combination by July 9, 2022 (or such other time as permitted by amendment to our certificate of incorporation)), which waiver was provided in connection with our IPO and without any separate consideration paid in connection with providing such waiver;

 

   

the fact that our Sponsor, officers and directors and their affiliates can earn a positive rate of return on their overall investment in BCAC Holdings after the Business Combination, even if other holders of Benessere Common Stock experience a negative rate of return, due to having purchased the founder shares, as described above, for $25,000 or approximately $0.009 per share;

 

   

if Benessere is unable to complete a business combination within the required time period, our Sponsor will be liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors that are owed money by Benessere for services rendered or products sold to Benessere, but only if such a vendor or target business has not executed a waiver of claims against the Trust Account and except as to any claims under our indemnity of the underwriters;

 

   

the fact that on January 12, 2022, the Sponsor loaned to Benessere the principal amount of $1,032,948 in exchange for an unsecured promissory note to deposit such proceeds into the Trust Account in connection with the extension of the requirement to consummate the Business Combination until July 7, 2022, which promissory note bears no interest and is repayable in full upon the earlier of consummation of the Business Combination or the date of our liquidation, and in the event we do not consummate a business combination, this note may not be paid in full upon liquidation;

 

   

unless Benessere consummates an initial business combination, Benessere’s officers, directors and the Sponsor will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account, and which amount as of March 28, 2022 was approximately $107,001,118, although the amount of such expenses vary depending on the level of redemptions of Benessere Common Stock in connection with the Business Combination, and are estimated to be approximately $5,972,000 if there are no redemptions, $4,639,000 if 50% of the outstanding shares of Benessere Common Stock are redeemed and $3,854,000 if the maximum amount of redemptions occur which would continue to allow us to consummate the Business Combination;

 

   

the fact that, assuming the exercise and conversion of all of securities following the consummation of the Business Combination, the Sponsor and its affiliates’ total potential ownership in the Combined Company is estimated to comprise roughly 3 1/2 percent, consisting of approximately 3.5% of outstanding BCAC Holdings Common Stock in a no redemption scenario, 3.6% in a 50% redemption scenario and 3.8% of outstanding BCAC Holdings Common Stock in a maximum redemption scenario (see the section entitled “Security Ownership of Certain Beneficial Owners and Management” for more information);

 

   

the fact that a Registration Rights Agreement was entered into by the Sponsor and Benessere’s directors and officers, and such parties will have customary registration rights, including demand and piggy-back rights, subject to cooperation and cut-back provisions, following the consummation of the Business Combination;

 

   

the fact that the Sponsor (including its representatives and affiliates) and Benessere’s directors and officers, are, or may in the future become, affiliated with entities that are engaged in a similar business to Benessere, and the Sponsor and Benessere’s directors and officers are not prohibited from sponsoring, or otherwise becoming involved with, any other blank check companies prior to Benessere completing its initial business combination, and as result of which, the Sponsor and Benessere’s officers and directors may become aware of business opportunities which may be appropriate for presentation to Benessere, and the other entities to which they owe fiduciary or contractual duties, and

 

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may have conflicts of interests in determining to which entity a particular business opportunity should be presented (and these conflicts may include presentation to other entities prior to their presentation, if at all, to Benessere, and may not always be resolved in the favor of Benessere, subject to applicable fiduciary duties under Delaware law, in that Benessere has provided in its amended and restated certificate of incorporation that Benessere has renounced its interest in any corporate opportunity presented to Benessere);

 

   

the Sponsor and Benessere’s directors and officers have agreed that the founders shares and placement units, and all of their underlying securities, will not be sold or transferred by it until a period of time after Benessere has completed a business combination, subject to limited exceptions;

 

   

the appointment of Rene G. Sagebien as a designee to the board of directors of BCAC Holdings, with Benessere having a right to appoint, under certain circumstances discussed in this proxy statement/prospectus, John E. Sununu as second designee, and which will entitle such individuals to any cash fees, stock options or stock awards that BCAC Holdings determines to pay to its non-executive directors following the Closing of the Business Combination; and

 

   

the continued indemnification of current directors and officers of Benessere and the continuation of directors’ and officers’ liability insurance after the Business Combination.

These interests may influence our directors in making their recommendation that you vote in favor of the Business Combination.

Certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including entities that are affiliates of the Sponsor, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he has then-current fiduciary or contractual obligations, he will honor his fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to their fiduciary duties under Delaware and applicable law. Given the substantial target universe considered by Benessere’s management team, which included initial contact with over 80 companies and non-disclosure agreements with approximately 60 companies, and letters of intent with 10 companies, Benessere’s Board did not believe that the other fiduciary duties or contractual obligations of Benesser’s officers and directors materially affected Benessere’s ability to source a potential business combination. Benessere’s Board considered the factors supporting, and risks and uncertainties related to, a business combination with eCombustible as set forth above under “Summary of the Proxy Statement/Prospectus— Benessere’s Reasons for the Business Combination,” and did not believe that such other fiduciary duties or contractual obligations impacted such consideration.

 

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Interests of eCombustible’s Directors and Officers in the Business Combination

When you consider the recommendation of the eCombustible Board of Directors (the “eCombustible Board”) in favor of the Business Combination Proposal, you should keep in mind that eCombustible’s directors and executive officers have interests in the Business Combination that may be different from, or in addition to, your interests as a stockholder. The eCombustible Board was aware of such interests during its deliberations on the merits of the Business Combination Proposal and in deciding to recommend that eCombustible members approve the Business Combination Proposal. These interests include, among other things:

 

   

Certain of eCombustible’s directors and executive officers are expected to become directors and/or executive officers of BCAC Holdings upon the consummation of the Business Combination. Specifically, the following individuals who are currently executive officers of eCombustible are Business Combination in the capacities set for their names below.

 

Name

 

Position

Jorge E. Arevalo García   Chief Executive Officer and Director
Karen L. Childress   Chief Financial Officer
James M. Driscoll   Chief Operating Officer and Director
Tedd A. Sellers   Chief Commercial Officer
Gabriela Villegas   Senior Vice President of Project Management and Implementation

 

   

In addition, the following individuals who are currently directors of eCombustible are expected to become directors of BCAC Holdings upon the consummation of the Business Combination: Jorge E. Arevalo García, James M. Driscoll and Thomas F. Staz.

 

   

Certain of eCombustible’s executive officers and directors hold eCombustible Units, the treatment of which is described in “The Business Combination Proposal,” which description is incorporated herein by reference. Jorge E. Arevalo García may be deemed to beneficially own 46,926,894 eCombustible Units held by ATA International Holdings, LLC, a Delaware limited liability company that is owned by First American Trust of Nevada, LLC, the trustee of the Arevalo Family Trust, of which Mr. Arevalo is a beneficiary. Karen L. Childress owns 1,668,335 eCombustible Units, James M. Driscoll owns 4,458,066 eCombustible Units and Tedd A. Sellers owns 184,107 eCombustible Units.

 

   

The following director of eCombustible has a direct or indirect ownership interest in eCombustible Units: Thomas F. Staz, including through his ownership of 1221 Capital Partners, LLC, which owns 19,193,731 eCombustible Units.

The interests of eCombustible’s directors and officers also include, among other things, new executive employment agreements to be entered into with certain of the named executive officers of eCombustible to be effective upon Closing, which are discussed further under “Executive Compensation of eCombustible.” In addition, non-employee directors of the Combined Company will be entitled to receive compensation for the service on the board of directors of the Combined Company, which compensation may include cash and equity, in amounts to be determined in the future.

eCombustible Interest Holder Approval

The adoption of the Merger Agreement and the approval of the Business Combination and related transactions by a vote of the eCombustible Holders is a condition to consummation of the Business Combination, according to the Merger Agreement. This vote requires the affirmative votes of the holders of a majority of the outstanding eCombustible membership interests, including its preferred units.

Risk Factors

In evaluating the proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the annexes and the other documents referred to herein, for a discussion of

 

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factors, including the risks to holders of Benessere Common Stock who do not redeem in connection with the Special Meeting, you should consider carefully before making an investment decision.

Accounting Treatment for the Business Combination

The Business Combination will be accounted for as a “reverse recapitalization” in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Under this method of accounting, BCAC Holdings will be treated as the “acquired” company for financial reporting purposes. This determination is primarily based on eCombustible members expecting to have a majority of the voting power of the Combined Company, eCombustible comprising the ongoing operations of the Combined Entity, eCombustible comprising a majority of the governing body of the Combined Company, and eCombustible’s senior management comprising the senior management of the Combined Company. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of eCombustible issuing stock for the net assets of Benessere, accompanied by a recapitalization. The net assets of Benessere will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of eCombustible.

U.S. Federal Income Tax Considerations

For a discussion summarizing certain U.S. federal income tax considerations in connection with the Business Combination, please see section entitled “Material U.S. Federal Income Tax Considerations” of this proxy statement/prospectus.

Regulatory Matters

Under the Hart-Scott-Rodino (“HSR”) Act and the rules that have been promulgated thereunder by the Federal Trade Commission (“FTC”), certain transactions may not be consummated unless information has been furnished to the Antitrust Division of the Department of Justice (“Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. The Business Combination is subject to these requirements and may not be completed until the expiration of a 30-day waiting period following the two filings of the required Notification and Report Forms with the Antitrust Division and the FTC or until early termination is granted. On March 24, 2022, Benessere and eCombustible filed the required forms under the HSR Act with respect to the Business Combination with the Antitrust Division and the FTC. On March 25, 2022, the Premerger Notification Office of the FTC and the Antitrust Division confirmed receipt of completed Notification and Report Forms from all parties with respect to the Business Combination. The waiting period has expired on April 25, 2022 at 11:59 pm.

At any time before or after consummation of the Business Combination, notwithstanding termination of the respective waiting periods under the HSR Act, the Antitrust Division or the FTC, or any state or foreign governmental authority could take such action under applicable antitrust laws as such authority deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Business Combination, conditionally approving the Business Combination upon divestiture of assets, subjecting the completion of the Business Combination to regulatory conditions or seeking other remedies. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. BCAC cannot assure you that the Antitrust Division, the FTC, any state attorney general or any other government authority will not attempt to challenge the Business Combination on antitrust grounds, and, if such a challenge is made, we cannot assure you as to its result.

Neither Benessere nor eCombustible is aware of any material regulatory approvals or actions that are required for completion of the Business Combination other than the expiration or early termination of the waiting period under the HSR Act. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

 

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Benessere Appraisal Rights

Under the DGCL, there are no appraisal rights available to holders of shares of Benessere Common Stock or Benessere Warrants in connection with the Business Combination.

BCAC Holdings Appraisal Rights

Following the Business Combination, under the DGCL, with certain exceptions, the Combined Company’s stockholders will have appraisal rights in connection with a merger or consolidation of Combined Company. Pursuant to the DGCL, stockholders who properly request and perfect appraisal rights in connection with such merger or consolidation will have the right to receive payment of the fair value of their shares as determined by the Delaware Court of Chancery.

Redemption Rights

In connection with the Business Combination, holders of Benessere Common Stock may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the Benessere Certificate of Incorporation. As of March 28, 2022, the pro rata portion of the funds available in the Trust Account for the public shares was approximately $10.36 per share (net of taxes payable). Benessere anticipates the per share redemption price will be approximately $10.36 (net of taxes payable) at the closing of the Business Combination, which is anticipated to occur during the first half of 2022. If a holder exercises its redemption rights, then such holder will be exchanging its shares of Benessere Common Stock for cash and will no longer own shares of Benessere Common Stock and will not participate as a future stockholder of BCAC Holdings. Our public stockholders are not required to affirmatively vote for or against the Business Combination in order to redeem their shares of common stock for cash. This means that public stockholders who hold shares of Benessere Class A Common Stock on or before                 , 2022 (two (2) business days before the Special Meeting) will be eligible to elect to have their shares of Benessere Class A Common Stock redeemed for cash in connection with the Special Meeting, whether or not they are holders as of the Record Date, and whether or not such shares are voted at the Special Meeting. To redeem their shares of Benessere Common Stock for cash, holders of Benessere Common Stock can demand Benessere to convert their public shares into cash and tender their shares to Benessere’s transfer agent in accordance with the procedures described herein. See the section entitled “Special Meeting of Benessere Stockholders – Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash. The transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals (consisting of the Business Combination Proposal, the Charter Amendments Proposals, the Nasdaq Proposal and the Incentive Plan Proposal) are approved at the Special Meeting. The Advisory Charter Amendments Proposals, the ESPP Proposal and the Adjournment Proposal in each case is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

Directors and Officers of BCAC Holdings following the Business Combination

Upon the Closing, BCAC Holdings’ board of directors will consist of seven directors, including either one or two directors designated by Benessere, depending on whether Benessere’s cash and cash equivalents immediately prior to the Closing are less than $50 million, or equal or exceed $50 million, respectively. The calculation of these cash and cash equivalents includes funds remaining in the Trust Account and after giving effect to the redemption of Benessere Class A Common Stock as provided in this proxy statement/prospectus (but is calculated prior to payment of unpaid expenses of Benessere, eCombustible or its subsidiaries or BCAC Holdings or any liabilities of Benessere or BCAC Holdings due at Closing). eCombustible will have the right to appoint the remaining members of the seven-member board of directors. At least one of the directors appointed by Benessere and three of the directors appointed by eCombustible are required to be independent directors under Nasdaq rules. Upon the Closing, BCAC Holdings’ board of directors will not be divided into classes.

 

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BCAC Holdings’ directors and executive officers upon consummation of the Business Combination, and their ages, as of the date of this proxy statement/prospectus, will be as follows:

 

Name

  

Age

  

Position

Jorge E. Arevalo García    44    Chief Executive Officer and Director
Karen L. Childress    56    Chief Financial Officer
James M. Driscoll    60    Chief Operating Officer and Director
Tedd A. Sellers    52    Chief Commercial Officer
Gabriela Villegas    51    Senior Vice President of Project Management & Implementation
Jose F. Cancio    55    Director
Thomas F. Staz    55    Director
Rene G. Sagebien    53    Director
John E. Sununu    57    Director

Benessere has designated Rene G. Sagebien to serve on the board of directors of BCAC Holdings, and John E. Sununu as a potential second director. eCombustible has designated Jorge E. Arevalo García, Jose F. Cancio, James M. Driscoll, Thomas F. Staz and                  to serve on the board of directors of BCAC Holdings and John E. Sununu as a potential sixth director if Benessere only appoints one director under the terms of the Merger Agreement and the Proposed Charter. For more information on the new directors and management of BCAC Holdings, see “Management of BCAC Holdings After the Business Combination.”

Quotation of BCAC Holdings Securities

It is anticipated that BCAC Holdings Common Stock and BCAC Holdings Warrants will be traded on the Nasdaq Capital Market under the symbols “ECEC” and “ECECW” respectively, following the closing of the Business Combination.

 

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SELECTED HISTORICAL FINANCIAL INFORMATION OF ECOMBUSTIBLE

The following tables present selected historical financial data for eCombustible. eCombustible derived the selected statement of operations data for the fiscal years ended December 31, 2021 and 2020, and the balance sheet data as of December 31, 2021 and 2020, from its audited consolidated financial statements that are included elsewhere in this proxy statement/ prospectus. eCombustible’s historical results are not necessarily indicative of the results that may be expected in any future period.

You should read this information together with eCombustible’s financial statements and related notes included elsewhere in this proxy statement/prospectus and the section titled “eCombustible’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Consolidated Statements of Operations Data:

 

    

Year Ended

December 31,

    

Year Ended

December 31,

 
    

2021

     2020  
(in thousands)    (Audited)      (Audited)  

Total revenue

   $    $

Total cost of sales

             
  

 

 

    

 

 

 

Gross profit

             

Payroll and related

     1,602        592  

Equity based compensation

     156,629        1,086  

Research and development

     2,530        1,749  

Selling, general and administrative

     5,086        1,613  

Depreciation and amortization

     125         

Impairment of capitalized costs and contract asset

     3,355        168  
  

 

 

    

 

 

 

Total operating expenses

     169,327        5,208  

Loss from operations

     (169,327        (5,208

Interest expense, net

     577        486  

Other expense (income), net

     5,836        (5
  

 

 

    

 

 

 

Net loss

   $ (175,740    $ (5,689
  

 

 

    

 

 

 

Balance Sheet Data:

 

    

As of

December 31,

    

As of

December 31,

 
     2021      2020  
(in thousands)    (Audited)      (Audited)  

Cash and cash equivalents

   $ 4,069      $ 15  

Property, plant, equipment and intangibles, net

     7,837        4,443  

Total assets

     15,272        7,900  

Related party liabilities

     3,325        1,729  

Total debt

     5,582        5,089  

Total liabilities

     12,165        8,528  

Total members’ equity (deficit)

     3,107        (628

Non-GAAP Financial Measure — Adjusted EBITDA

eCombustible collects and analyzes operating and financial data to evaluate the health of its business and assess its performance. In addition to revenue, gross margin, loss from operations, and net loss,

 

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eCombustible uses Adjusted EBITDA to evaluate its business. Adjusted EBITDA is a non-GAAP financial measure that management uses to evaluate eCombustible’s ongoing operations and for internal planning and forecasting purposes, because, among other reasons, it eliminates the effect of financing, non-recurring items, capital expenditures, and non-cash expenses such as stock-based compensation. However, you should be aware that when evaluating Adjusted EBITDA, eCombustible may incur future expenses similar to those excluded when calculating these measures. eCombustible’s presentation of this measure should not be construed as an inference that its future results will be unaffected by unusual or non-recurring items. Further, this non-GAAP financial measure should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. eCombustible compensates for these limitations by relying primarily on its GAAP results and using Adjusted EBITDA on a supplemental basis. eCombustible’s computation of Adjusted EBITDA may not be comparable to other similarly titled measures computed by other companies because not all companies calculate this measure in the same fashion. You should review the reconciliation of net loss to Adjusted EBITDA below and not rely on any single financial measure to evaluate eCombustible’s business.

 

    

Year Ended

December 31,

    

Year Ended

December 31,

 

(in thousands)

   2021      2020  

Adjusted EBITDA Reconciliation:

     

Net loss

   $ (175,740    $ (5,689

add (deduct):

     

Interest expense, net

     577        487  

Founder share settlement expenses included in other expenses (income)

     5,836         

Depreciation and amortization expense

     125         

Stock-based compensation expense

     156,629        1,086  

Stock-based compensation for services included in research and development

     1,252        888  

Impairment of capitalized costs and contract asset

     3,355        167  
  

 

 

    

 

 

 

Adjusted EBITDA

   $ (7,966    $ (3,061
  

 

 

    

 

 

 

 

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SELECTED HISTORICAL FINANCIAL INFORMATION OF BENESSERE

The following tables set forth selected historical financial information derived from Benessere’s audited consolidated financial statements included elsewhere in this proxy statement/prospectus, as of and for the year then ended December 31, 2021 and December 31, 2020, and for the year ended December 31, 2021, and for the period from September 25, 2020 (inception) through December 31, 2020, respectively.

This information is only a summary and should be read in conjunction with Benessere’s financial statements and related notes and the sections entitled “Benessere’s Management’s Discussion and Analysis of Financial Condition and Results of Operation” included elsewhere in this proxy statement/prospectus. The historical results presented below are not necessarily indicative of the results to be expected for any future period. All amounts are in dollars.

 

       
Year Ended
December 31,

2021
     For the Period
From
September 25,
2020
(Inception)
Through
December  31,
2020
 
     (Audited)      (Audited)  

Consolidated Statement of Operations Data:

     

Formation and operating costs

   $ 1,471,340      $ 38,770  

Franchise tax expense

     200,000      —    
  

 

 

    

 

 

 

Loss from operation costs

     (1,671,340    $ (38,770

Other income and expenses:

     

Change in fair value of warrant liability

     3,835,624      —    

Transaction costs incurred in connection with warrants

     (165,900      —    

Interest earned on cash and marketable securities held in Trust Account

     59,563      —    
  

 

 

    

 

 

 

Net income (loss)

   $ 2,057,947        (38,770
  

 

 

    

 

 

 

Weighted average shares outstanding of Class A common stock

     11,638,709      —    
  

 

 

    

 

 

 

Basic and diluted net income per Class A common stock

   $ 0.14    $ —  

Weighted average shares outstanding of Class B common stock

     3,000,000        2,625,000  
  

 

 

    

 

 

 

Basic and diluted net income (loss) per Class B common stock

   $ 0.14      $ (0.01
  

 

 

    

 

 

 

Cash Flow Data:

     

Net cash used in operating activities

   $ (997,685 )      (20,142

Net cash used in investing activities

     (116,725,000      —    

Net cash provided by financing activities

   $ 117,835,018      $ 25,000  

 

     December 31,
2021
     December 31,
2020
 
     (Audited)      (Audited)  

Balance Sheet Data:

     

Cash and Cash Equivalents

   $ 117,191      $ 4,858  

Investment held in Trust Account

     116,784,563        —    
  

 

 

    

 

 

 

Total assets

     116,945,020        96,408  

Total liabilities

     11,352,484        109,078  

Class A common stock, $0.0001 par value, subject to possible redemption

     116,725,000        —    

Total stockholders’ deficit

     (11,132,464      (12,670

 

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

Benessere is providing the following unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of the Business Combination.

The unaudited pro forma condensed combined balance sheet as of December 31, 2021 gives pro forma effect to the Business Combination as if it had been consummated as of that date. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2021 gives pro forma effect to the Business Combination as if it had occurred as of the beginning of the earliest period presented. This information should be read together with eCombustible’s and Benessere’s respective unaudited and audited financial statements and related notes, “eCombustible’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Benessere’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this proxy statement/prospectus.

Description of the Transaction

On November 23, 2021, Benessere entered into the Merger Agreement with eCombustible, BCAC Holdings, Purchaser Merger Sub, Company Merger Sub and the other parties thereto (Benessere, collectively with BCAC Holdings, Purchaser Merger Sub and Company Merger Sub, shall be referred to as “Benessere” in these unaudited pro forma condensed combined financial statements).

Subject to the terms and conditions set forth in the Merger Agreement at its Effective Time:

 

  (a)

all of the outstanding eCombustible Units will be cancelled in exchange for the right to receive shares of BCAC Holdings Common Stock;

 

  (b)

all of the outstanding shares of Benessere Class A Common Stock (including any equity securities paid as dividends or distributions after the Closing of the Business Combination with respect to such shares or into which such shares are exchanged or converted after the Closing) will be exchanged for the right to receive shares of BCAC Holdings Common Stock;

 

  (c)

all of the outstanding shares of Benessere Class B Common Stock will be cancelled in exchange for the right to receive shares of BCAC Holdings Common Stock; and

 

  (d)

all of the outstanding Benessere Warrants will be converted into the right to receive BCAC Holdings Warrants (and underlying BCAC Holdings Common Stock).

Upon the consummation of the Business Combination, the outstanding publicly traded units of Benessere will be separated into their component securities, consisting of one share of Benessere Class A Common Stock, three-fourths (3/4) of one Benessere Warrant, each of which shall be exchanged in accordance with the foregoing description, and one right to receive Benessere Rights equal to one tenth (1/10) of one share of Benessere Class A Common Stock upon the consummation of the Business Combination. The amount of Benessere Rights held by each Rights Holder will be rounded up to the nearest whole share of Benessere Class A Common Stock and this stock shall be exchanged for BCAC Holdings Common Stock at the Effective Time.

As Benessere does not have any outstanding shares of preferred stock, and is anticipated to have no outstanding shares of preferred stock at the Effective Time, no exchange of preferred stock is expected to occur at the Effective Time.

All other convertible securities and other rights to purchase limited liability company membership interests of eCombustible will be retired and terminated, if they have not been converted, exchanged or exercised for eCombustible’s limited liability membership interests immediately prior to the Effective Time.

 

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The amount of shares of BCAC Holdings Common Stock that the eCombustible Holders and our security holders described above receive in the Business Combination depends on the redemption price of Benessere Common Stock in the redemption described in this proxy statement/prospectus, which per share price determines the value of one share of BCAC Holdings Common Stock under the terms of the Merger Agreement, for purposes of determining the consideration to be received by eCombustible Holders and our security holders in the Business Combination. Based on that per share price, and subject to the aggregate fully diluted number of eCombustible Units at the Closing, the eCombustible Holders will receive such number of shares of BCAC Holdings Common Stock, with an aggregate value equal to Eight Hundred Five Million Dollars ($805,000,000), minus adjustments for net working capital, net indebtedness and transaction expenses as provided in the Merger Agreement, which we refer to as the Merger Consideration.

The Merger Consideration will be paid in the form of a number shares of BCAC Holdings Common Stock (the “Consideration Shares”), valued at the applicable redemption price (the “Closing Share Price”). Additionally, up to 59,000,000 shares of BCAC Holdings Common Stock (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Earnout Shares”) shall be contingently issuable, in the form of an earnout which is subject to certain terms and conditions relating to the price of the BCAC Holdings Common Stock during the thirty month period following the consummation of the Business Combination

Accounting for the Business Combination

The Business Combination will be accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Benessere will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on eCombustible Holders expecting to have a majority of the voting power of the Combined Company, eCombustible comprising the ongoing operations of the Combined Entity, eCombustible comprising a majority of the governing body of the Combined Company, and eCombustible’s senior management comprising the senior management of the Combined Company. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of eCombustible issuing stock for the net assets of Benessere, accompanied by a recapitalization. The net assets of Benessere will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of eCombustible.

Basis of Pro Forma Presentation

The historical financial information has been adjusted to give pro forma effect to events that are related and/or directly attributable to the Business Combination, are factually supportable and are expected to have a continuing impact on the results of the Combined Company. The adjustments presented on the unaudited pro forma condensed combined financial statements have been identified and presented to provide relevant information necessary for an accurate understanding of the combined company upon consummation of the Business Combination.

The unaudited pro forma condensed combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the unaudited pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the Combined Company will experience. eCombustible and Benessere have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

There is no historical activity with respect to BCAC Holdings, Purchaser Merger Sub and Company Merger Sub, and accordingly, no adjustments were required with respect to these entities in the pro forma combined financial statements.

 

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The unaudited pro forma condensed combined financial information has been prepared assuming three alternative levels of redemption into cash of the Benessere Common Stock each of which gives effect to the redemptions elected at the extension date of January 7, 2022 and the extension loans on January 12, 2022:

 

   

Scenario 1 – Assuming no redemptions for cash: This presentation assumes that no public stockholders exercise redemption rights with respect to their Benessere Common Stock upon consummation of the Merger.

 

   

Scenario 2 – Assuming redemptions of 5,164,745 shares, or 50% of the public shares for cash: This presentation assumes that 50% of Benessere stockholders exercise redemption rights with respect to 5,164,745 shares of Benessere Common Stock upon consummation of the Merger, beyond the redemptions elected at the extension date of January 7, 2022, at a redemption price of $10.36 per share; and

 

   

Scenario 3 – Assuming redemptions of 8,195,066 shares, or 79% of the public shares for cash: This presentation assumes that public stockholders exercise their redemption rights with respect to a maximum of 8,191,974 shares of Benessere Common Stock upon consummation of the Merger at a redemption price of approximately $10.36 per share. The maximum redemption amount is derived so that there is a minimum remaining in the Trust Account to pay for transaction expenses, after giving effect to the payments to redeeming stockholders. There is no minimum cash required to close the transaction, as long as Benessere has at least $5.0 million of net tangible assets upon consummation of the Merger.

Included in the shares outstanding and weighted average shares outstanding as presented in the pro forma combined financial statements are 80,500,000 shares of BCAC Holdings Common Stock to be issued to eCombustible Holders. The number of shares to be issued is subject to adjustment in connection with the net working capital and indebtedness balances at the Closing Date. In addition, certain expenses of eCombustible may be paid with proceeds from the Trust Account, which would reduce the shares issuable to eCombustible Holders at the Closing of the Business Combination.

The following table presents share information based on the various redemption scenarios.

 

(in thousands)

   Assuming no
Redemption
    Assuming 50%
Redemption
    Assuming Maximum
Redemption
 
     Shares     %     Shares      %     Shares     %  

Benessere public stockholders

     10,329       10.8     5,164        5.8     2,134       2.5

Shares of Benessere public stockholders issuable upon conversion of Benessere Rights at closing

     1,150       1.2     1,150        1.3     1,150       1.3

Benessere Sponsor and directors and officers

     3,270       3.5     3,270        3.6     3,270       3.8

Underwriting representative

     125       0.1     125        0.1     125       0.1

Shares of Benessere Sponsor and directors and officers issuable upon conversion of Benessere Rights at closing

     39       0.0     39        0.0     39       0.0

eCombustible Holders(a)(b)(c)

     80,500       84.4     80,500        89.2     80,500       92.3
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Total Shares at closing

     95,413       100.0     90,248        100.0     87,218       100.0

 

(a)

The number of shares of BCAC Holdings Common Stock to be held by eCombustible Holders in the no redemption scenario includes 80,500,000 shares to be issued for all issued and outstanding eCombustible Units at closing

(b)

Excludes 59,000,000 contingent Earnout Shares that may be earned over the 30 months following the closing of the Business Combination. The management of eCombustible has concluded that the Earnout Shares are equity-classified instruments.

(c)

If the actual facts are different than these assumptions, the ownership percentage retained by the holders of Benessere Common Stock in BCAC Holdings will be different from the above-stated ownership percentage.

 

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In addition to the changes in percentage ownership depicted above, variation in the levels of redemptions will impact the dilutive effect of certain equity issuances related to the Business Combination, which would not otherwise be present in an underwritten public offering. Increasing levels of redemptions will increase the dilutive effect of these issuances on non-redeeming holders of our public shares.

In addition, the following table illustrates varying ownership levels in BCAC Holdings Common Stock immediately following the consummation of the Business Combination based on the varying levels of redemptions by the public shareholders, on a fully diluted basis, showing full exercise and conversion of all securities expected to be outstanding as of the Closing of the Business Combination, including (i) public warrants and the placement warrants, and (ii) any outstanding securities of BCAC Holdings and eCombustible:

 

Additional Dilution Sources (1)

          Assuming
No
Redemption
     % of
Total
(2)
    Assuming
50%
Redemption
(3)
     % of
Total
(2)
    Assuming
Maximum
Redemption
(4)
     % of
Total
(2)
 

Shares underlying placement warrants(5)

        295        0.3     295        0.3     295        0.3

Shares underlying public warrants(6)

        8,625        8.3     8,625        8.7     8,625        9.0

 

(1)

All share numbers and percentages for the Additional Dilution Sources are presented without the potential reduction of any amounts paid by the holders of the given Additional Dilution Sources and therefore may overstate the presentation of dilution.

(2)

The Percentage of Total with respect to each Additional Dilution Source set forth below, including the Total Additional Dilutive Sources, includes the full amount of shares issued with respect to the applicable Additional Dilution Source in both the numerator and denominator. For example, in the illustrative redemption scenario, the Percentage of Total with respect to the shares of BCAC Holdings Common Stock underlying the placement warrants would be calculated as follows: (a) 295,312 shares issued pursuant to the placement warrants; divided by (b) (i) 95,412,614 shares (the number of shares outstanding prior to any issuance pursuant to the shares underlying the placement warrants) plus (ii) 295,312 shares issued pursuant to the shares underlying the placement warrants.

(3)

Amount shown represents share redemption levels reflecting 50% of the redeemable public shares outstanding (approximately 5,164,745 shares).

(4)

Assumes that approximately 79% of Benessere’s outstanding public shares are redeemed in connection with the Business Combination, which is the maximum permitted amount of redemptions while still satisfying the conditions to the consummation of the Business Combination in the Merger Agreement.

(5)

Assumes exercise of all placement warrants to purchase 295,312 shares of Benessere Common Stock.

(6)

Assumes exercise of all publicly held warrants to purchase 8,625,000 shares of Benessere Common Stock.

The ownership percentage set forth in the table above, does not reflect additional dilution from an earnout of up to 59,000,000 BCAC Holdings Common Stock to which the existing holders of eCombustible Units are eligible, depending on terms relating to the price of the BCAC Holdings Common Stock following the Closing. The ownership percentages above also do not reflect dilution from (i) any additional private placement units that are issued or issuable to our Sponsor pursuant to the conversion of the Sponsor’s up to $1.5 million working capital loans that were made to Benessere, because no such loans are currently outstanding, (ii) any adjustments to the Merger Consideration payable to the eCombustible Holders as a result of eCombustible’s working capital, transaction expenses and/or debt as of the completion of the Business Combination varying from certain specified targets set forth in the Merger Agreement, and (iii) any indemnification payments that are made after the consummation of the Business Combination by delivery of shares of BCAC Holdings Common Stock. See “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

The level of redemptions will also impact the effective deferred underwriting fee per share of our public shares incurred in connection with the IPO and payable upon the completion of the Business Combination. Benessere incurred $3,450,000 in deferred underwriting fees. Assuming no exercise of Benessere Warrants but exercise of the Rights, in a no redemption scenario, the effective deferred underwriting fee would be

 

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approximately $0.30 per public share on a pro forma basis (or 3% of the value of shares assuming a trading price of $10.00 per public share). In a medium redemption scenario in which 50% of the shares assumed to be redeemed under the maximum redemption scenario are redeemed in connection with the Business Combination, the effective deferred underwriting fee would be approximately $0.55 per public share on a pro forma basis (or 5.5% of the value of shares assuming a trading price of $10.00 per share). In the maximum redemption scenario, the effective deferred underwriting fee would be approximately $1.05 per public share on a pro forma basis (or 10.5% of the value of shares assuming a trading price of $10.00 per share).

 

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF DECEMBER 31, 2021

(in thousands)

 

                Minimum Redemptions     50% Redemptions     Maximum Redemptions  
    Benessere
(Historical)
    eCombustible
(Historical)
    Pro Forma
Transaction
Adjustments
(Note 3)
    Other
Transaction
Adjustments
(Note 3)
    Pro Forma
Combined
Balances
    Additional
Transaction
Adjustments
(Note 3)
    Pro Forma
Combined
Balances
    Additional
Transaction
Adjustments
(Note 3)
    Pro Forma
Combined
Balances
 

ASSETS

                 

Current assets:

                 

Cash and cash equivalents

  $ 117     $ 4,069     $ 95,477A       —       $ 99,663     $ (52,122 )I    $ 47,541     $ (30,612 )J    $ 16,929  

Other current assets

    43       899         —         942       —         942       —         942  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total current assets

    160       4,968       95,477       —         100,605       (52,122     48,483       (30,612     17,871  

Non-current assets:

                 

Cash and marketable securities held in Trust Account

    116,785       —         (116,785 )B      —         —         —         —         —         —    

Property, plant, equipment and intangibles, net

    —         7,837       —         —         7,837       —        
7,837
 
    —        
7,837
 

Deferred costs and other assets

    —         925       —         —        
925
 
    —         925       —         925  

Operating lease right-of-use asset

    —         1,542       —         —         1,542       —         1,542       —         1,542  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total non-current assets

    116,785       10,304       (116,785     —         10,304       —         10,304       —         10,304  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL ASSETS

    116,945       15,272       (21,308     —         110,909       (52,122     58,787       (30,612     28,175  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

Accounts payable

    —         975       —         —         975       —         975       —         975  

Accrued expenses

    876       743       —         —         1,619       —         1,619       —         1,619  

Due to related parties

    —         3,325       —         —         3,325       —         3,325       —         3,325  

Current portion of operating lease liability

    —         132       —         —         132       —         132       —         132  

Current portion on notes payable

    —         300       —         —         300       —         300       —         300  

Current portion of notes payable of consolidated VIEs

    —         2,074       —         —         2,074       —         2,074       —         2,074  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total current liabilities

    876       7,549       —         —         8,425       —         8,425       —         8,425  

Non-current liabilities:

    —         —         —         —           —           —         —    

Deferred underwriting commission

    3,450       —         (3,450 )C      —         —         —         —         —         —    

Warrant liability

    7,026       —         —         —         7,026       —         7,026       —         7,026  

Operating lease liability

    —         1,408       —         —         1,408       —         1,408       —         1,408  

Notes payable

    —         3,208       —         —         3,208       —         3,208       —         3,208  

Total non-current liabilities

    10,476       4,616       (3,450     —         11,642       —         11,642         11,642  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities

    11,352       12,165       (3,450     —         20,067       —         20,067       —         20,067  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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                Minimum Redemptions     50% Redemptions     Maximum Redemptions  
    Benessere
(Historical)
    eCombustible
(Historical)
    Pro Forma
Transaction
Adjustments
(Note 3)
    Other
Transaction
Adjustments
(Note 3)
    Pro Forma
Combined
Balances
    Additional
Transaction
Adjustments
(Note 3)
    Pro Forma
Combined
Balances
    Additional
Transaction
Adjustments
(Note 3)
    Pro Forma
Combined
Balances
 

COMMITMENTS AND CONTINGENCIES

 

Temporary equity:

                 

Class A common stock subject to possible redemption

    116,725       —         (116,725 )D      —         —         —         —         —         —    

Stockholders’ equity (deficit):

                 

Members’ equity

    —         189,531       (189,531 )E      —         —         —         —         —         —    

Class A common stock

    —         —         8 E         8       (1 )I      7       (0 )J      7  

Class B common stock

    —         —         —         —         —         —         —         —         —    

Additional paid-in capital

    —         —         279,629 F       31,272 H       310,901       (53,459 )I      257,443       (31,396 )J      226,046  

Accumulated deficit

    (11,132     (186,424     8,761 G       (31,272 )H      (220,067     1,337       (218,730     785       (217,945
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total stockholders’ equity (deficit)

    (11,132     3,107       98,867       —         90,842       (52,122     38,720       (30,612     8,108  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT)

    116,945       15,272       (21,308     —         110,909       (52,122     58,787       (30,612     28,175  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2021

(in thousands, except share and per share data)

 

                Minimum Redemptions     50% Redemptions     Maximum Redemptions  
    Benessere
(Historical)
    eCombustible
(Historical)
    Pro Forma
Transaction
Adjustments
(Note 3)
          Other
Transaction
Adjustments
(Note 3)
          Pro Forma
Combined
Totals
    Additional
Transaction
Adjustments
(Note 3)
          Pro Forma
Combined
Totals
    Additional
Transaction
Adjustments
(Note 3)
          Pro Forma
Combined
Totals
 

Revenue:

                         

Revenue

  $ —     $ —     $ —       $ —       $ —     $ —         $ —     $
 

  

    $ —  
 

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

Operating costs and expenses:

                         

Payroll and related

    —         1,602       —           —           1,602       —           1,602       —           1,602  

Equity based compensation

    —         156,629       —           31,272       CC       187,901       —           187,901       —           187,901  

Selling general and administrative

    1,671       5,086       —           —           5,086       —           5,086       —           5,086  

Research and development

    —         2,530       —           —           2,350       —           2,350       —           2,350  

Impairment of capitalized project costs and contract assets

    —         3,355       —           —           3,355       —           3,355       —           3,335  

Depreciation and amortization

    —         125       —           —           125       —           125       —           125  
 

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total operating costs and expenses

    1,671       169,327       —           31,272         200,599       —           200,599       —           200,599  
 

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loss from operations

    (1,671     (169,327     —           (31,272       (200,599     —           (200,599     —           (200,599)  

Other income (expense):

                         

Interest expense

    —         (577     —           —           (577     —           (577     —           (577

Other expense

    —         (5,836     —           —           (5,836     —           (5,836     —           (5,836

Transaction costs incurred in connection with warrants

    (166     —         —           —           (166     —           (166     —           (166

Change in fair value of warrant liability

    3,836       —         —           —           3,836       —           3,83 6       —           3,836  

Interest income on Trust Account

    59       —         (59     AA       —           —         —           —         —           —    

Transaction related costs

    —         —         (2,371     BB       —           (2,371     1,337       DD       (1,034     785       DD       (250)  
 

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total other income (expense)

    3,729       (6,413     (2,430       —           (5,114     1,337         (3,777     785         (2,993)  

Net income (loss) before income tax provision

    2,058       (175,740     (2,430       (31,272       (207,34     1,337         (26,047     785         (205,262)  

Income tax provision

    —         —         —           —           —         —           —         —           —    
 

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

  $ 2,058     $ (175,740   $ (2,430     $ (31,272     $ (207,384   $ 1,337       $ (206,047   $ 785         $(205,262)  
 

 

 

   

 

 

   

 

 

     

 

 

     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents
                Minimum Redemptions     50% Redemptions     Maximum Redemptions  
    Benessere
(Historical)
    eCombustible
(Historical)
    Pro Forma
Transaction
Adjustments
(Note 3)
   

 

    Other
Transaction
Adjustments
(Note 3)
   

 

    Pro Forma
Combined
Totals
    Additional
Transaction
Adjustments
(Note 3)
    Pro Forma
Combined
Totals
    Additional
Transaction
Adjustments
(Note 3)
    Pro Forma
Combined
Totals
 

Net income (loss) per share:

                     

Weighted average shares outstanding—Class A common stock

    11,638,709                      
 

 

 

                     

Basic and diluted net income per share—Class A common stock

  $ 0.18                      
 

 

 

                     

Weighted average shares outstanding—Class B common stock

    3,000,000                      
 

 

 

                     

Basic and diluted net income per share—Class B common stock

    0.69                      
 

 

 

                     

Weighted average shares

                95,412,614         90,247,870         87,217,548  
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Basic and diluted net loss per share

              $ (2.17     $ (2.28     $ (2.35
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Notes to unaudited pro forma condensed combined financial information

1. Basis of presentation

The unaudited pro forma condensed combined financial statements were prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 requires pro forma adjustments that depict the accounting for the transaction (“Transaction Accounting Adjustments”) and allows optional pro forma adjustments that present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). Management has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information

Under each of the scenarios of no redemption, the 50% redemption and the maximum redemption, each of which gives effect to the redemptions elected at the extension date of January 7, 2022, the Business Combination transaction will be accounted for as a reverse acquisition and recapitalization, with no goodwill or other intangible assets recorded, in accordance with U.S. GAAP. Under this method of accounting, Benessere will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination transaction will be treated as the equivalent of eCombustible issuing stock for the net assets of Benessere, accompanied by a recapitalization. The net assets of Benessere will be stated at historical cost, with no goodwill or other intangible assets recorded.

The unaudited pro forma condensed combined balance sheet as of December 31, 2021 gives pro forma effect to the Business Combination as if it had been consummated on December 31, 2021. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2021 gives pro forma effect to the Business Combination as if it had been consummated on January 1, 2021, the beginning of the earliest period presented.

The unaudited pro forma condensed combined financial statements have been developed from and should be read in conjunction with:

 

  (i)

these accompanying notes to the unaudited pro forma condensed combined financial statements;

 

  (ii)

historical audited financial statements of Benessere as of and for the year ended December 31, 2021 and the related notes, included elsewhere in this proxy statement/prospectus; and

 

  (iii)

historical audited financial statements of eCombustible as of and for the year ended December 31, 2021 and the related notes, in each case, included elsewhere in this proxy statement/prospectus.

Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.

The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Transactions. The proceeds from the Business Combination are expected to be used as part of BCAC Holdings’ overall business plan, including approximately $15 million for working capital needs, including the build out of corporate engineering, operations, sales, finance and accounting teams and also to expand research & development to open new market segments. The balance of approximately $80 million is expected to be used to deploy current contracted and initial pipeline projects, expand manufacturing capabilities and to develop partnerships for project finance, engineering, procurement and construction arrangements and operations and maintenance of the deployed projects.

 

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The pro forma adjustments reflecting the consummation of the Business Combination are based on certain currently available information and certain assumptions and methodologies that Benessere believes are reasonable under the circumstances. The unaudited pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material. Benessere believes that these assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination based on information available to management at the time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the post-combination company. They should be read in conjunction with the historical financial statements and notes thereto of Benessere and eCombustible.

2. Accounting policies

Upon completion of the Business Combination, management will perform a comprehensive review of Benessere’s and eCombustible’s accounting policies. As a result of the review, management may identify differences between the accounting policies of the two entities which, when conformed, could have a material impact on the financial statements of the post-combination company.

3. Adjustments to unaudited pro forma condensed combined financial information

Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

The adjustments included in the unaudited pro forma condensed combined balance sheet as of December 31, 2021 are as follows:

 

  (A)

Represents pro forma adjustments to cash to reflect the following:

 

Investments held in Trust Account

   $ 116,785 (1) 

Loans from Sponsor and eCombustible

     2,066 (2)  

Payment of deferred underwriting fees, legal fees, and other Benessere transaction-related fees

     (4,580) (3) 

Payment of advisory fees, legal fees, and other eCombustible transaction-related fees

     (4,847) (4) 

Redemption of shares in connection with extension vote

     (11,881) (5) 

Repayment of loans from Sponsor and eCombustible

     (2,066) (6) 
  

 

 

 
     $95,477  
  

 

 

 

 

(1)

Reflects the reclassification of $116.8 million of cash held in the Benessere Trust Account that becomes available at closing of the Business Combination to fund expenses in connection with the business combination and to fund future cash needs of the Combined Company.

(2)

Reflects the loan of $2.1 million of cash to the Benessere Trust Account from the Sponsor and from eCombustible, in connection with the extension of time to close the business combination, which can be used to fund redemptions, and which will be repaid at the closing date, pro rata for any shares that do not elect to redeem.

(3)

Reflects the settlement of estimated $4.6 million of Benessere transaction costs at close in connection with the Business Combination. Of the total, $1.2 million relates to advisory, legal and other acquisition-related transaction costs to be incurred and $3.5 million relates to deferred underwriting fees payable at closing.

 

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  The acquisition-related transaction costs are accounted for as equity issuance costs and the unaudited pro forma balance sheet reflects these costs as a reduction of cash with a corresponding decrease to additional paid in capital.
(4)

Reflects the settlement of estimated $4.8 million of eCombustible transaction costs at close in connection with the Business Combination, representing advisory, legal and other acquisition-related transaction costs to be incurred. The acquisition-related transaction costs are accounted for either as equity issuance costs ($2.5 million), for which the unaudited pro forma balance sheet reflects these costs as a reduction of cash with a corresponding decrease to additional paid in capital, or as transaction expenses ($2.3 million), for which the unaudited pro forma balance sheet reflects these costs as a reduction of cash with a corresponding decrease to retained earnings.

(5)

Reflects the redemption of 1,170,511 shares of Benessere Class A common stock in connection with the January 7, 2022 vote to extend the business combination period, at a redemption price of $10.15 per share.

(6)

Reflects the reimbursement to the Sponsor and to eCombustible of $2.1 million of cash loaned to the trust in connection with the January 7, 2022 vote to extend the business combination period.

 

  (B)

Reflects the reclassification of approximately $116.8 million of cash held in Benessere Trust Account that becomes available at closing of the Business Combination to fund expenses in connection with the business combination and to fund future cash needs of the Combined Company.

 

  (C)

Reflects the repayment of $3.5 million of deferred underwriters’ fees due at the Closing.

 

  (D)

Reflects the reclassification of approximately $116.7 million of Class A common stock subject to possible redemption to permanent equity.

 

  (E)

Represents pro forma adjustments to reclassify eCombustible member equity to paid in capital upon conversion of eCombustible member units to Class A Common stock at the closing of the business combination.

 

  (F)

Represents pro forma adjustments to additional paid-in capital balance to reflect the following:

 

Reclassification of Benessere public shares subject to redemption, assuming no redemption, to permanent equity

   $ 116,725  

Reclassification of eCombustible member equity to paid in capital upon conversion of eCombustible member units to Class A Common stock at the closing of the business combination

     189,523  

Reclassification of Benessere’s historical retained earnings to additional paid in capital as part of the reverse recapitalization

     (11,132

Redemption of shares in connection with extension vote

     (11,886

Reduction in additional paid-in capital for acquisition-related transaction expenses

     (3,601
  

 

 

 
     $279,629  
  

 

 

 

 

  (G)

Represents pro forma adjustments to accumulated deficit balance to reflect the following:

 

Reclassification of Benessere’s historical retained earnings to additional paid in capital as part of the reverse recapitalization.

   $ 11,132  

Reflect transaction related costs that are charged to expense in connection with the closing of the business combination

     (2,371)  
  

 

 

 
     $8,761  
  

 

 

 

 

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  (H)

Represents pro forma adjustments to reflect the acceleration of modified equity based compensation awards, which acceleration is conditioned upon the closing of the Business Combination.

 

  (I)

Reflects the redemption of 5.2 million Class A common shares for $53.5 million, at a redemption price of $10.36 per share and a reduction of $1.3 million in certain transaction expenses which are dependent on net proceeds.

 

  (J)

Reflects the pro forma adjustment for incremental impact of maximum redemption of 8.2 million Class A common shares for a total of $84.8 million while maintaining Purchaser equity greater than $5 million and not exceeding total cash available for distribution, paired with a further reduction of $0.8 million in certain transaction expenses which are dependent on net proceeds. No pro forma adjustment has been included to reflect the impact of $12.7 million in capital contributions received by eCombustible in the first quarter of 2022, proceeds of which are expected to be utilized for operations and for fabrication and installation of customer modules.

Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations

The pro forma adjustments included in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2021 are as follows:

(AA) Elimination of the interest income on marketable securities held in the Trust Account.

(BB) Represents pro forma adjustment to reflect certain transaction related costs that are charged to expense in connection with the closing of the business combination.

(CC) Other transaction costs include the effect of acceleration of certain eCombustible equity based compensation arrangements in connection with the closing of the Business Combination.

(DD) Represents pro forma adjustment to reflect reductions to certain transaction related costs that are charged to expense in connection with the closing of the business combination, which are dependent on net proceeds.

4. Net loss per Share

Net loss per share is calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Business Combination, assuming the shares were outstanding since January 1, 2021. As the Business Combination is being reflected as if it had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issuable relating to the Business Combination have been outstanding for the entire period presented. If the maximum number of shares are redeemed, this calculation is retroactively adjusted to eliminate such shares for the entire period.

 

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The unaudited pro forma condensed combined financial information has been prepared assuming three alternative levels of redemption for the year ended December 31, 2021:

 

     Year ended December 31, 2021  

(in thousands, except per share data)

   No
Redemption
     50%
Redemption
     Maximum
Redemption
 

Pro forma net loss

   $ (207,384    $ (206,047    $ (205,262

Pro forma weighted average shares outstanding — basic and diluted

     95,413        90,248        87,218  

Pro forma net loss per share — basic and diluted

   $ (2.17    $ (2.28    $ (2.35

Pro forma weighted average shares outstanding — basic and diluted:

        

Benessere public stockholders

     11,479        6,314        3,284  

Underwriting representative

     125        125        125  

Benessere Sponsors and Directors

     3,309        3,309        3,309  

eCombustible Holders (1)

     80,500        80,500        80,500  
  

 

 

    

 

 

    

 

 

 

Pro forma weighted average shares outstanding — basic and diluted

     95,413        90,248        87,218  

 

(1)

Because BCAC Holdings was in a loss position for each of the periods presented, diluted net loss per share is the same as basic net loss per share for each period, as the inclusion of all potential common stock shares outstanding would have been anti-dilutive. The potentially dilutive securities that were excluded from the diluted per share calculation because they would have been anti-dilutive were as follows:

 

(in thousands)

   Assuming no
Redemption
     Assuming
50%
Redemption
     Assuming
Maximum
Redemption
 

Outstanding warrants

     8,920        8,920        8,920  
  

 

 

    

 

 

    

 

 

 

 

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COMPARATIVE SHARE INFORMATION

The following table sets forth the historical comparative share information for eCombustible and Benessere on a stand-alone basis and the unaudited pro forma combined share information for the year ended December 31, 2021, after giving effect to the Business Combination, (1) assuming no Benessere stockholders exercise redemption rights with respect to their common stock upon the consummation of the Business Combination, beyond the redemptions elected at the extension date of January 7, 2022; (2) assuming that Benessere stockholders exercise their redemption rights with respect to 5,164,745 shares of Benessere Common Stock upon consummation of the Business Combination and (3) assuming that Benessere stockholders exercise their redemption rights with respect to a maximum of 8,195,066 shares of Benessere Common Stock upon consummation of the Business Combination. The number of shares redeemed may vary, as long as Benessere has at least $5.0 million of net tangible assets upon consummation of the Business Combination.

You should read the information in the following table in conjunction with the selected historical financial information summary included elsewhere in this proxy statement/prospectus, and the historical financial statements of Benessere and eCombustible and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited pro forma combined share information is derived from, and should be read in conjunction with, the unaudited pro forma combined financial statements and related notes included elsewhere in this proxy statement/prospectus.

The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period.

 

     Benessere
(Historical)
     eCombustible
(Historical)
     Assuming
Minimum
Redemption
    Assuming
50%
Redemption
    Assuming
Maximum
Redemption
 

Weighted average shares outstanding—Class A common stock

     11,638,709                         
  

 

 

    

 

 

        

Basic and diluted net income per share—Class A common stock

   $ 0.18            
  

 

 

    

 

 

        

Weighted average shares outstanding—Class B common stock

     3,000,000            
  

 

 

    

 

 

        

Basic and diluted net income per share—Class B common stock

   $ 0.69            
  

 

 

    

 

 

        

Weighted average shares

           95,412,614       90,247,870       87,217,548  

Basic and diluted loss per share

         $ (2.17   $ (2.28   $ (2.35
        

 

 

   

 

 

   

 

 

 

 

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RISK FACTORS

Stockholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the Proposals described in this proxy statement/prospectus.

Unless the context otherwise requires, all references in this section to “eCombustible,” or the “Company” refer to eCombustible and its subsidiaries prior to the consummation of the Business Combination, which will be the business of BCAC Holdings and its subsidiaries following the consummation of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may have a material adverse effect on the business, financial condition, results of operations, cash flows and future prospects of BCAC Holdings, in which event the market price of BCAC Holdings Common Stock could decline, and you could lose part or all of your investment.

Risks Relating to eCombustible

eCombustible will require significant additional capital to pursue its business strategy, but it may not be able to obtain additional financing on acceptable terms or at all.

The development and growth of eCombustible’s business will depend on substantial amounts of additional capital for marketing and development of its eCombustible fuel and fuel production unit (“FPU”) solutions, and building FPUs for customers. While eCombustible’s current customer contracts are long-term and revenue is expected to be generated over time as its customers pay for their eCombustible fuel, building FPUs requires significant capital expenditures on the part of eCombustible at the beginning of their respective terms while FPUs are constructed and installed on eCombustible’s customers’ premises. eCombustible’s capital requirements will depend on many factors, including the number of contracts eCombustible executes with customers and the resulting number of FPUs eCombustible is contractually required to build, the extent of its research and development efforts and its expansion of sales and marketing efforts, results of initial large-scale commercial operations, and the extent and timing of revenue from customer contracts. eCombustible may not be able to obtain loans or additional capital on acceptable terms or at all.

eCombustible expects that some of its projects for customers will typically be financed by third parties. For the modular, scalable FPUs that eCombustible develops, eCombustible expects to often rely on a combination of its balance sheet and project-finance debt to fund installation costs. If eCombustible is unable to raise funds on acceptable terms when needed, eCombustible may be unable to secure customer contracts, the size of contracts eCombustible does obtain may be smaller or eCombustible could be required to delay the development and installation of projects, reduce the scope of those projects or otherwise restrict its operations. Any inability by eCombustible to raise the funds necessary to finance its projects or operate its business could materially harm its business, financial condition and operating results.

eCombustible’s business model and technology have yet to be operated in a commercial setting and any failure to commercialize its strategic plans would have an adverse effect on its operating results and business, harm its reputation and could result in substantial liabilities that exceed its resources.

Investors should be aware of the difficulties normally encountered by a new enterprise, many of which are beyond eCombustible’s control, including substantial risks and expenses in the course of developing new, unproven technology, establishing or entering new markets, organizing operations and undertaking marketing activities. The use of hydrogen in industrial thermal applications as a primary fuel source is new, and historically this fuel source has been provided by carbon-based solutions. The results of the testing to which eCombustible’s technology has been subjected indicate that its FPUs are more efficient than most commercially available electrolyzers, which could generate speculation from industry participants and the public. eCombustible’s financial performance depends, in part, on its ability to design, develop, manufacture, assemble, test, commercialize, market and support its solutions and technology on a timely and cost-effective basis.

 

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eCombustible has not commercialized its eCombustible fuel or its FPUs and has yet to generate revenue. While its eCombustible fuel and its FPUs have been tested and its technology has been successfully piloted in order to demonstrate the use of eCombustible fuel in a variety of applications, its business model is novel and eCombustible cannot be certain that its technology or fuel will work as intended at commercial levels, that its technology can be scaled successfully, or that it is feasible to conduct its operations at a commercial level. eCombustible’s principal focus has been on research and development activities to improve its technology and make its eCombustible fuel and FPUs commercially feasible and attractive to potential customers. eCombustible recently commenced construction of FPUs at its first customer site, and has initiated fabrication of cell stacks for a second customer site, with construction anticipated to commence in the second quarter of 2022. These activities are subject to various risks and uncertainties eCombustible is not able to control, including changes in customer demand, competing energy prices or industry standards and the introduction of new or superior technologies by others. Moreover, any failure by eCombustible in the future to develop new technologies or to timely react to changes in existing technologies could materially delay its development of new solutions, which could result in technology obsolescence, decreased revenues and a loss of its market share to its competitors. In addition, solutions or technologies developed by others may render eCombustible’s solutions or technologies obsolete or non-competitive. Further, if eCombustible’s solutions are not in compliance with prevailing industry standards, such non-compliance could materially and adversely affect its financial condition, cash flows and results of operations.

The likelihood of eCombustible’s success must be considered in light of these risks, expenses, complications, delays and the competitive environment in which eCombustible operates. There is, therefore, nothing at this time upon which to base an assumption that its business plan will prove successful, or that its technology will work as intended or be scalable, and eCombustible may not be able to generate revenue, raise additional capital or operate profitably. eCombustible will continue to encounter risks and difficulties frequently experienced by early commercial stage companies, including scaling up its infrastructure and headcount, and may encounter unforeseen expenses, difficulties or delays in connection with its growth. In addition, as a result of the capital-intensive nature of eCombustible’s business, eCombustible expects to continue to sustain substantial operating expenses without generating sufficient revenues to cover expenditures. Any investment in eCombustible is therefore highly speculative and could result in the loss of your entire investment.

The Company FPUs may not generate expected levels of output or may not operate as efficiently as expected.

The FPUs that eCombustible plans to install are designed to be modular, customizable and scalable. The Company has not tested its FPUs in a large commercial setting, and they may not scale as efficiently as eCombustible expects. The FPUs will be subject to various operating risks that may cause them to generate less than expected amounts of output or to operate less efficiently than expected. These risks include pricing or availability of electricity, water and other inputs, a failure or degradation of eCombustible’s, its customers’ or vendors’ equipment; an inability to find suitable replacement equipment or parts, or to fabricate the required parts on a timely basis; or less than expected supply of materials for construction. Any extended interruption in the FPUs’ operation, or failure of the FPUs for any reason to generate the expected amount of output or to do so efficiently by using a minimal number of inputs at a low cost, could have a material adverse effect on eCombustible’s business and operating results, cause customers to terminate contracts with eCombustible, damage its reputation and affect its ability to attract future customers.

eCombustible has a history of operating losses, has not yet generated any revenue, and expects to incur significant additional expenses and operating losses.

eCombustible is an early-stage company, has a history of operating losses and negative operating cash flows and has not yet generated any revenue. eCombustible incurred a net loss of $175.7 million and $5.7 million for the years ended December 31, 2021 and 2020, respectively. The Company expects that it will continue to incur operating and net losses for the medium term. The amount of future losses and when, if ever, eCombustible will achieve profitability are uncertain. In addition, even if eCombustible achieves profitability, there can be no

 

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assurance that eCombustible will be able to maintain profitability in the future. eCombustible’s potential profitability is particularly dependent upon the growth of the market for renewable energy solutions and, specifically, hydrogen-based solutions, which may not occur at the levels eCombustible currently anticipates or at all.

The Company’s financial statements contain disclosure regarding the substantial doubt about its ability to continue as a going concern. eCombustible will need additional financing to execute its business plan, to fund its operations and to continue as a going concern.

The report of eCombustible’s independent registered public accounting firm on its financial statements as of and for the year ended December 31, 2020 includes an explanatory paragraph indicating that there is substantial doubt about its ability to continue as a going concern. If eCombustible is unable to raise sufficient capital when needed, its business, financial condition and results of operations will be materially and adversely affected, and eCombustible will need to significantly modify its operational plans to continue as a going concern. If eCombustible is unable to continue as a going concern, eCombustible might have to liquidate its assets and the values eCombustible receives for its assets in liquidation or dissolution could be significantly lower than the values reflected in eCombustible’s consolidated financial statements. The inclusion of a going concern explanatory paragraph by eCombustible’s auditors, its lack of cash resources and its potential inability to continue as a going concern may materially adversely affect our share price following completion of the Business Combination and our ability to raise new capital or to enter into contracts with third parties.

If demand for the Company’s eCombustible fuel does not develop as the Company expects, its revenue will suffer, and its business will be harmed.

The Company believes, and its plans assume, that the market for hydrogen solutions will continue to grow, that eCombustible will increase its penetration of this market, that eCombustible will successfully complete installation and commissioning of its first FPUs and that its revenues from selling into this market will commence in the third quarter of 2022 and increase over time. If the Company’s expectations as to the size of this market or its ability to successfully sell its eCombustible fuel in this market are not correct, if competitive fuel prices decline, or if it otherwise does not generate revenue when or at the levels expected, its business will be harmed.

The Company’s failure to secure new contracts may adversely affect its business operations and financial results.

The Company’s business depends in large part on its ability to secure contracts with customers. Contract proposals and negotiations are complex and frequently involve a lengthy negotiation and selection process, which is affected by a number of factors. These factors include market conditions, demonstrating to potential customers that its solutions can work for them, financing arrangements, and any required governmental approvals. For example, a client may require eCombustible to provide a bond or letter of credit to protect the client should eCombustible fail to perform under the terms of the contract. If negative market conditions arise, and eCombustible cannot convince potential customers to use its alternative to traditional fuel sources, or if eCombustible fails to secure adequate financial arrangements or any required government approvals, eCombustible may not be able to pursue particular projects, which could adversely affect its ability to generate revenue. If eCombustible fails to complete a project in a timely manner, misses a required performance standard, or otherwise fails to adequately perform on a project, then eCombustible may incur a loss on that project, which may result in increased losses.

The Company’s engagements will involve complex projects. The quality of its performance on such projects depends in large part upon its ability to manage the relationship with its clients and its ability to effectively manage the project and deploy appropriate resources, including third-party contractors and its own personnel, in a timely manner. If a project is not completed by the scheduled date or fails to meet required performance

 

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standards, eCombustible may either incur significant additional costs or be held responsible for the costs incurred by the client to rectify damages due to late completion or failure to achieve the required performance standards. The performance of projects can be affected by a number of factors, including unavoidable delays from suppliers and subcontractors, government inaction, public opposition, inability to obtain financing, weather conditions, unavailability of vendor materials, changes in the project scope of services requested by eCombustible’s clients, industrial accidents, environmental hazards and labor disruptions. To the extent these events occur, the total costs of the project could exceed the Company’s estimates and the Company could incur a loss on a project, which would have an adverse effect on its business, results of operations and financial condition. Further, any defects or errors, or failures to meet its clients’ expectations, could result in claims for damages against the Company.

If eCombustible is not able to successfully manage its growth strategy, its business operations and financial results may be adversely affected.

eCombustible’s expected future growth presents numerous managerial, administrative and operational challenges. In addition, all of its current contracts are for projects located outside of the United States, adding to the complexity of its operations. The Company’s ability to manage the growth of its operations will require it to continue to develop and improve its management information systems and its other internal systems and controls. In addition, eCombustible’s growth will increase its need to attract, develop, motivate, and retain both its management and employees. The inability of eCombustible’s management to effectively manage its growth or the inability of its employees to achieve anticipated performance could have a material adverse effect on its business.

The unavailability, reduction or elimination of government and economic incentives and other legislative or regulatory actions relating to renewable energy could have a material adverse effect on the Company’s business, prospects, financial condition and operating results.

Any reduction, elimination or discriminatory application of government subsidies and economic incentives because of policy changes, the reduced need for such subsidies and incentives due to the perceived success of carbon-free fuel solutions or other reasons may result in the diminished competitiveness of the renewable energy industry generally or FPUs. This could also materially and adversely affect the growth of the renewable energy markets and eCombustible’s business, prospects, financial condition, and operating results.

While eCombustible may seek to use certain tax credits and other incentives for renewable energy production and alternative fuel in the future, there is no guarantee these programs will be available in the future, or that eCombustible will be able to use them. If current tax incentives are not available in the future, eCombustible’s financial position could be harmed.

Because most of the Company’s revenue is expected to be derived from the industrial market sector, regulatory and environmental requirements affecting the relevant industries could adversely affect its business, financial condition, results of operations, and cash flows. Customers in the industries eCombustible is targeting, including global mining companies and manufacturers of cement, tile, tires, beverages and metals, face regulatory and environmental requirements, as well as permitting processes, as they implement plans for their projects, which may result in delays, reductions, and cancellations of some of their projects. These regulatory factors may result in decreased demand for the Company’s solutions, potentially impacting its future operations and its ability to grow.

eCombustible may not be able to obtain or agree on acceptable terms and conditions for all or a significant portion of any government grants, loans and other incentives for which eCombustible may apply. As a result, its business and prospects may be adversely affected.

eCombustible anticipates applying for federal loans, and, where applicable, grants and tax incentives under government programs designed to support the production of renewable energy and related technologies, as well

 

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as the sale of hydrogen. The Company anticipates that in the future there will be new opportunities for eCombustible to apply for grants, loans and other incentives from various federal, state and foreign governments, including the United States. The Company’s ability to obtain funds or incentives from government sources is subject to the availability of funds under applicable government programs and approval of its applications to participate in such programs. The application process for these funds and other incentives will likely be highly competitive. eCombustible cannot assure you that it will be successful in obtaining any of these additional grants, loans and other incentives. If eCombustible is not successful in obtaining any of these additional incentives and eCombustible is unable to find alternative sources of funding to meet its planned capital needs, its business and prospects for certain projects could be materially adversely affected.

An increase in the prices of materials used in the Company’s business could adversely affect its business.

Because eCombustible owns the FPUs it installs on its customers’ premises, eCombustible is exposed to market risk of increases in certain commodity prices of materials, such as nickel, steel, concrete and adhesives, which are used as components of supplies or materials utilized in eCombustible’s operations. In particular, raw material costs have been extremely volatile during the pandemic, in some cases increasing by 30 to 100%. These prices could be materially impacted by general market conditions and other factors, including U.S. trade relationships with other countries or the imposition of tariffs. Under eCombustible’s current customer contracts, eCombustible is responsible for the costs of installing and constructing its FPUs on its customers’ premises. The Company’s prices with current customers are determined exclusively on the basis of the customers’ consumption of the Company’s eCombustible fuel and cannot be adjusted for price increases in materials, and while the Company believes it may be able to increase its prices under future contracts to account for some price increases in materials, there can be no assurance that price increases of materials, if they were to occur, would be recoverable.

The Company may be unable to complete or operate its projects on a profitable basis or as the Company has committed to its customers.

Development, installation, construction, and commissioning of FPUs, and maintenance support for those FPUs, entails many risks, including:

 

   

failure to receive critical components and equipment that can be delivered on schedule,

 

   

loss of necessary rights to land access and use,

 

   

failure to receive quality and timely performance of third-party services,

 

   

increases in the cost of labor, equipment and materials needed to install or maintain projects,

 

   

permitting and other regulatory issues, license revocation and changes in legal requirements,

 

   

shortages of equipment or skilled labor,

 

   

unforeseen engineering problems,

 

   

failure of a customer to accept or pay for the eCombustible fuel that the Company supplies,

 

   

weather interferences, catastrophic events including fires, explosions, earthquakes, droughts and acts of terrorism,

 

   

accidents involving personal injury or the loss of life,

 

   

health or similar issues, such as a pandemic or epidemic, such as the novel coronavirus (COVID-19),

 

   

labor disputes and work stoppages,

 

   

mishandling of hazardous substances and waste, and

 

   

other events outside of eCombustible’s control.

 

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Any of these factors could give rise to installation delays and installation and other costs in excess of eCombustible’s expectations. This could prevent the Company from completing installation of its projects, cause defaults under any then-existing financing agreements or under contracts that require completion of project installation by a certain time, cause projects to be unprofitable for the Company, or otherwise impair its business, financial condition and operating results.

Operation of its business in international markets may expose eCombustible to additional risks that eCombustible would not face in the United States, which could have an adverse effect on its operating results.

All of the Company’s current customer contracts are for the provision of its eCombustible fuel and installation of its FPUs outside of the United States, and the Company expects to generate a significant portion of its revenues from operations outside of the United States in the future. Operations in international markets may require the Company to respond to new and unanticipated regulatory, marketing, sales and other challenges. These efforts may be time-consuming and costly, and there can be no assurance that eCombustible will be successful in responding to these and other challenges it may face as it operates in international markets, including:

 

   

building and managing an experienced foreign workforce and overseeing and ensuring the performance of foreign subcontractors,

 

   

difficulties in developing, staffing, and simultaneously managing a number of varying foreign operations as a result of distance, language, and cultural differences,

 

   

increased travel, infrastructure and legal and compliance costs associated with multiple international locations,

 

   

additional withholding taxes or other taxes on eCombustible’s foreign income, and tariffs or other restrictions on foreign trade or investment,

 

   

imposition of, or unexpected adverse changes in, foreign laws or regulatory requirements, many of which differ from those in the United States,

 

   

increased exposure to foreign currency exchange rate risk,

 

   

longer payment cycles for sales in some foreign countries and potential difficulties in enforcing contracts and collecting accounts receivable,

 

   

difficulties in repatriating overseas earnings,

 

   

compliance with numerous legislative, regulatory or market requirements of foreign countries,

 

   

compliance with U.S. laws, such as the U.S. Foreign Corrupt Practices Act, or FCPA, and local laws prohibiting bribery and corrupt payments to government officials,

 

   

laws and business practices that favor local competitors or prohibit foreign ownership of certain businesses,

 

   

potentially adverse tax consequences,

 

   

compliance with laws of foreign countries, international organizations, such as the European Commission, treaties, and other international laws,

 

   

the inability to continue to benefit from local subsidies due to change in control,

 

   

unfavorable labor regulations, and

 

   

general economic conditions in the countries in which eCombustible operates.

eCombustible’s international operations are also subject to general geopolitical risks, such as political, social and economic instability, war, civil unrest, sabotage, kidnapping and ransom, expropriation, incidents of

 

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terrorism, changes in diplomatic and trade relations, or responses to such events. One or more of these factors could adversely affect any of eCombustible’s international operations and result in lower revenue and/or greater operating expenses than eCombustible expects, and could significantly affect its results of operations and financial condition.

eCombustible’s overall success in international markets will depend, in part, on its ability to succeed in differing legal, regulatory, economic, social and political conditions. eCombustible may not be successful in developing and implementing policies and strategies that will be effective in managing these risks in each country where eCombustible does business. The Company’s failure to manage these risks successfully could harm its international operations, reduce its international sales and increase its costs, thus adversely affecting its business, financial condition and operating results.

The Company’s revenue, expenses, and operating results may fluctuate significantly.

The Company’s revenue, expenses, and operating results may fluctuate significantly because of numerous factors, some of which may contribute to more pronounced fluctuations in an uncertain global economic environment. In addition to the other risks described in this “Risk Factors” section, the following factors could cause the Company’s operating results to fluctuate:

 

   

delays, increased costs, or other unanticipated changes in contract performance that may affect profitability,

 

   

the number and significance of client contracts commenced and completed during a quarter,

 

   

the continuing creditworthiness and solvency of clients,

 

   

reductions in the prices of solutions offered by eCombustible’s competitors, and

 

   

legislative and regulatory enforcement policy changes that may affect demand for the Company’s eCombustible fuel or its FPUs.

As a consequence, operating results for any future periods are difficult to predict and, therefore, prior results are not necessarily indicative of results to be expected in future periods. Any of the foregoing factors, or any other factors discussed elsewhere herein, could have a material adverse effect on the Company’s business, results of operations and financial condition that could adversely affect the stock price of the Combined Company following consummation of the Business Combination.

Failure of third parties to manufacture quality products or provide reliable services in a timely manner could cause delays in the delivery of the Company’s services and completion of its projects, which could damage its reputation, have a negative impact on its relationships with its customers and adversely affect its growth.

The Company’s success depends on its ability to provide services and complete projects in a timely manner, which in part depends on the ability of third parties to provide the Company with timely and reliable products and services. In providing its eCombustible fuel and completing its projects, the Company relies on components that meet its design specifications and components manufactured and supplied by third parties, as well as on services performed by subcontractors.

The Company will also rely on subcontractors to perform substantially all of the installation work related to its projects; and the Company may need to engage subcontractors with whom it has no experience for its projects.

If any of eCombustible’s subcontractors are unable to provide services that meet its customers’ expectations or satisfy its contractual commitments, the Company’s reputation, business and operating results could be harmed. In addition, if eCombustible is unable to avail itself of warranty and other contractual protections with providers of products and services, eCombustible may incur liability to its customers or additional costs related

 

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to the affected products and components, which could have a material adverse effect on its business, financial condition and operating results. Moreover, any delays, malfunctions, inefficiencies or interruptions in these products or services could adversely affect the quality and performance of eCombustible’s solutions and require considerable expense to establish alternate sources for such products and services. This could cause eCombustible to experience difficulty retaining current customers and attracting new customers, and could harm its brand, reputation and growth.

The Company’s estimates of market opportunity and forecasts of market growth may prove to be inaccurate.

Market opportunity estimates and growth forecasts, whether obtained from third-party sources or developed internally, are subject to significant uncertainty and are based on assumptions and estimates that may prove to be inaccurate. This is especially so at the present time due to the uncertain and rapidly changing expectations regarding the severity, magnitude and duration of the COVID-19 pandemic. The estimates and forecasts included in this proxy statement/prospectus relating to the size and expected growth of the target market and market demand may also prove to be inaccurate. The estimated global addressable market is based on assumptions that may prove to be inaccurate or incorrect. In addition, the estimated global market may not materialize in the timeframe eCombustible expects, if ever, and even if the markets meet the estimates presented in this proxy statement/prospectus, this should not be taken as indicative of eCombustible’s future growth or prospects. In order to be successful, eCombustible will need to prove its ability to commercialize and scale its technology, successfully secure substantial customer contracts, obtain sufficient capital to finance its business, including construction of FPUs, and otherwise successfully scale its business and operations. eCombustible faces a number of challenges in achieving its objectives, including those described elsewhere in these risk factors, and these challenges are significant. There can be no assurance that eCombustible will be able to achieve its objectives or successfully grow its business, capture meaningful market share or take advantage of market opportunities.

The Company’s business will depend on experienced and skilled personnel and third-party engineering subcontractor resources, and if eCombustible loses key personnel or if eCombustible is unable to attract and integrate additional skilled personnel, it will be more difficult for the Company to manage its business and complete projects.

The success of the Company’s business and installation of projects will depend in large part on