United States securities and exchange commission logo
June 24, 2022
Patrick Orlando
Chief Executive Officer
Benessere Capital Acquisition Corp.
78 SW 7th Street, Unit 800
Miami, FL 33130
Re: Benessere Capital
Acquisition Corp.
Preliminary Proxy
Statement on Schedule 14A
Filed June 8, 2022
File No. 001-39836
Dear Mr. Orlando:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed June 8, 2022
General
1. We note disclosure on
page 58 of the Form S-4/A filed May 16, 2022 by BCAC Holdings
Inc. indicating that
you are not aware of any material regulatory approvals or actions that
are required for the
Business Combination other than relating to the HSR Act. With a
view toward disclosure,
please tell us whether your sponsor is, is controlled by, or has
substantial ties with a
non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact
could impact your ability to complete your initial business
combination. For
instance, discuss the risk to investors that you may not be able to
complete an initial
business combination with a U.S. target company should the
transaction be subject
to review by a U.S. government entity, such as the Committee on
Foreign Investment in
the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool
of potential targets with which you could complete an initial business
combination may be
limited. Further, disclose that the time necessary for government
Patrick Orlando
Benessere Capital Acquisition Corp.
June 24, 2022
Page 2
review of the transaction or a decision to prohibit the transaction could
prevent you from
completing an initial business combination and require you to liquidate.
Disclose the
consequences of liquidation to investors, such as the losses of the
investment opportunity
in a target company, any price appreciation in the combined company, and
the warrants,
which would expire worthless.
2. We note your page 21 disclosure regarding an SEC investigation and
Section 8(e) order.
We also note statements on pages 1 and 23 indicating failure to approve
the extension
presents a significant risk to your ability to complete the business
combination. Although
you disclose that the investigation may result in penalties or delay, or
that it may
materially impede the consummation of the business combination,
please revise to also
provide clear, prominent disclosure that it could result in failure to
consummate the
business combination and the company being forced to liquidate. Include
disclosure of
the consequences of liquidation to investors, such as the losses of the
investment
opportunity in a target company, any price appreciation in the combined
company, and the
warrants, which would expire worthless.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Benjamin Holt at 202-551-6614 or James Lopez at
202-551-3536 with any
questions.
Sincerely,
FirstName LastNamePatrick Orlando
Division of
Corporation Finance
Comapany NameBenessere Capital Acquisition Corp.
Office of Real
Estate & Construction
June 24, 2022 Page 2
cc: Jessica Yuan, Esq.
FirstName LastName