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United States securities and exchange commission logo
March 10, 2022
Alec Oxenford
Chief Executive Officer and Chairman
Alpha Capital Holdco Company
c/o Alpha Capital Acquisition Company
1230 Avenue of the Americas, 16th Floor
New York, NY 10020
Re: Alpha Capital
Holdco Company
Registration
Statement on Form F-4
Filed February 7,
2022
File No. 333-262552
Dear Mr. Oxenford:
We have reviewed your registration statement 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 this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-4
Q: What matters will shareholders consider at the extraordinary general
meeting?, page 9
1. Please briefly
summarize the Governing Documents Proposals in your questions and
answers.
Q: How will the Sponsor vote?, page 15
2. Please compare the
percentage of outstanding shares entitled to vote held by Alpha's
directors, executive
officers and their affiliates and the vote required for approval of the
Business Combination.
Refer to Item 3(h) of Form F-4.
Alec Oxenford
FirstName LastNameAlec Oxenford
Alpha Capital Holdco Company
Comapany
March NameAlpha Capital Holdco Company
10, 2022
March2 10, 2022 Page 2
Page
FirstName LastName
Will Alpha or New Semantix issue additional equity securities in connection
with the
consummation of the Business Combination?, page 15
3. Please highlight material differences in the terms and price of
securities issued at the time
of the IPO as compared to private placements contemplated at the time
of the business
combination. We note your disclosure that two affiliates of the
Sponsor are PIPE
Investors. Please disclose if the SPAC s Sponsor, directors,
officers or their affiliates will
participate in the private placement.
Q: What interests do Alpha's current officers and directors have in the
Business Combination?,
page 16
4. Please quantify the aggregate dollar amount and describe the nature of
what the Sponsor
and its affiliates have at risk that depends on completion of a
business combination.
Revise your disclosure to specify the current value of securities
held, any loans extended,
fees due, and out-of-pocket expenses for which the Sponsor and its
affiliates are awaiting
reimbursement. Provide similar disclosure for the company s officers
and directors, if
material.
Summary of the Proxy Statement/Prospectus, page 25
5. Please highlight the material risks to public warrant holders,
including those arising from
differences between private and public warrants. Clarify whether
recent common stock
trading prices exceed the threshold that would allow the company to
redeem public
warrants. Clearly explain the steps, if any, the company will take to
notify all
shareholders, including beneficial owners, regarding when the warrants
become eligible
for redemption. Further, please quantify the value of warrants, based
on recent trading
prices, that may be retained by redeeming stockholders assuming
maximum redemptions
and identify any material resulting risks.
6. It appears that underwriting fees remain constant and are not adjusted
based on
redemptions. Revise your disclosure to disclose the effective
underwriting fee on a
percentage basis for shares at each redemption level presented in your
sensitivity analysis
related to dilution.
7. Please disclose that the majority of your revenue is currently derived
from the resale of
licenses to your customers that you purchase from third-party data
platform software
providers, such as Cloudera and Elastic. Disclose the percentages of
your revenue that
you generate from third-party software, Proprietary software as a
service, and AI & data
analytics services.
Certain Agreements Related to the Business Combination
Lock-up Agreement, page 31
8. Please disclose the exceptions to the Lock-up Agreement.
Alec Oxenford
Alpha Capital Holdco Company
March 10, 2022
Page 3
Sponsor Letter Agreement, page 31
9. We note that pursuant to the Sponsor Letter Agreement, the Sponsor
waived "certain anti-
dilution protections." Please clarify what anti-dilution protections
were waived. If there
are certain anti-dilution protections that were not waived by the
Sponsor, please quantify
the number and value of securities the Sponsor will receive pursuant
to these measures.
Ownership of New Semantix Upon Completion of the Business Combination, page 33
10. Please revise to disclose all possible sources and extent of dilution
that shareholders who
elect not to redeem their shares may experience in connection with the
business
combination. Provide disclosure of the impact of each significant
source of dilution,
including the amount of equity held by founders, or contingent or
convertible securities,
including warrants retained by redeeming shareholders, at each of the
redemption levels
detailed in your sensitivity analysis, including any needed
assumptions.
11. Please clarify whether affiliates of the Sponsor will be included in
your disclosure of the
Sponsor's total potential ownership interest in the combined company
in your redemption
scenarios, assuming exercise and conversion of all securities. If not,
please revise
accordingly to include affiliates of the Sponsor in your presentation.
Please also disclose
the ownership percentages in the company before and after the
additional PIPE financing
to highlight dilution to public stockholders.
The Alpha Board s Reasons for Approval of the Business Combination
Large and Growing Data Addressable Market, page 41
12. Please provide the source of the "industry forecasts" for the growth
you discuss in the
worldwide big data and analytics markets.
Reconciliation of Non-GAAP Financial Measures, page 51
13. We note your calculation of the non-GAAP measure identified as
"Adjusted EBITDA"
includes an adjustment to reverse a provision recorded in the
allowance for doubtful
accounts of R$ 8.6 million. It is unclear how it is reasonable to add
back the write-off of
a receivable while not also reducing EBITDA for the total amount of
revenue earned from
the terminated client.
A significant portion of our revenues is derived from a small number of
customers..., page 54
14. You state that your largest customer during the six months ended June
30, 2021 accounted
FirstName LastNameAlec Oxenford
for 11.7% of your revenues and your largest customer in 2020 accounted
for 10.2% of
Comapany
yourNameAlpha Capital
revenues. Please Holdcothe
disclose Company
material terms of your agreements
with your largest
March customers.
10, 2022 Page 3
FirstName LastName
Alec Oxenford
FirstName LastNameAlec Oxenford
Alpha Capital Holdco Company
Comapany
March NameAlpha Capital Holdco Company
10, 2022
March4 10, 2022 Page 4
Page
FirstName LastName
Risk Factors, page 54
15. Disclose any material risks arising from the contingent right to
receive the Earn-out
Shares granted as merger consideration in your business combination.
We have identified material weaknesses in our internal control over financial
reporting..., page
59
16. You state that Semantix has identified material weaknesses in its
internal control over
financial reporting and is in the process of implementing remedial
measures. Please
disclose how long you estimate it will take to complete these plans
and any associated
material costs that have been incurred or you expect to incur.
The consummation of the Business Combination may trigger the acceleration or
termination of
certain of our loan and operating agreements..., page 66
17. We note your disclosure that several of Semantix's loan agreements
provide for
acceleration of underlying indebtedness upon a change of control and
that certain parties
have yet to provide the relevant waivers. Please identify the
agreements for which the
appropriate consents or waivers remain outstanding if they will not be
obtained prior to
effectiveness of your registration statement.
The risks arising with respect to the historic business and operations of
LinkAPI and Tradimus...,
page 67
18. We note your risk factor disclosure about Semantix's shareholder
agreement with Excella
Gest o de Sa de Populacional Ltda. (Excella) pursuant to which
Excella may in the future
challenge Semantix's control rights in its Tradimus subsidiary,
affecting Semantix's ability
to fully consolidate Tradimus' results of operations. Please file a
copy of this shareholder
agreement as an exhibit to your registration agreement. Refer to Item
21 of Form F-4 and
Item 601 of Regulation S-K.
Background of the Business Combination, page 129
19. When you refer to actions undertaken by individuals of Alpha or
Semantix, or their
respective boards of directors, in your background of the business
combination, please
identify the respective individuals or clarify, as applicable, that
you are referring to all
members of executive management or the board. In addition, please
expand the
description of the transaction timeline to include any disclosure, to
the extent material,
about:
the key findings produced in the diligence reports by Mattos
Filho and Avalia that
Alpha reviewed and discussed;
whether the Sponsor and management and affiliates have a track
record with SPACs,
balanced disclosure about this record and the outcomes of the
prior transactions;
Alec Oxenford
Alpha Capital Holdco Company
March 10, 2022
Page 5
whether the Sponsor has other SPACs in the process of searching
for a target
company and whether the Sponsor considered more than one active
SPAC to be the
potential acquirer and how the final decision was reached;
the negotiation of the Earn-out Shares or of any other
contingent payments to be
received by shareholders of Semantix and the underlying reason
why Earn-out Shares
were negotiated; and
any discussions involving continuing employment or involvement
for any persons
affiliated with Alpha before the merger, any formal or informal
commitment to retain
Citi, Credit Suisse, or any other financial advisors after the
merger, and any pre-
existing relationships between Alpha (or individuals affiliated
with Alpha) and
additional investors.
Certain Unaudited Projected Financial Information, page 142
20. We note from page 146 that "some of the historical financial
information incorporated
into the Projections differs from the historical financial information
included elsewhere in
this proxy statement/prospectus". Tell us where and how the historical
financial
information incorporated in these projections differs from other
disclosed historical
financial information. Update your disclosures related to these
projections, where
material, to explain and quantity such differences.
Certain Unaudited Projected Financial Information, page 145
21. We note that the projections provided by Semantix to Alpha are
disclosed in Brazilian
reais though you note the board also considered the projections as
translated to U.S.
dollars. As you present selected historical data of Semantix in both
U.S. dollars and
Brazilian reais, please revise to also disclose the financial
projections as they were
presented to your board in U.S. dollars.
22. It appears that in a presentation to investors filed by Alpha pursuant
to Rule 425 on
November 17, 2021, Semantix prepared a comparison of its financial
projections to its
peers. Please disclose if this comparison was considered by the Alpha
board in its
assessment of Semantix and revise your disclosure accordingly.
Our existing loan agreements contain restrictive covenants and events of
default that impose
significant operating and financial restriction, page 167
FirstName LastNameAlec Oxenford
23. We note your disclosure that Semantix is currently not in compliance
with certain
Comapany NameAlpha
financial covenantsCapital Holdco
included in itsCompany
loan agreements. Please identify
the applicable loan
March agreements that5 contain these covenants and for which waivers were
received.
10, 2022 Page
FirstName LastName
Alec Oxenford
FirstName LastNameAlec Oxenford
Alpha Capital Holdco Company
Comapany
March NameAlpha Capital Holdco Company
10, 2022
March6 10, 2022 Page 6
Page
FirstName LastName
Voting and Support Agreement, page 168
24. Please tell us if the Voting and Support Agreement entered into by you
and Semantix,
among others, involves only executive officers, directors, affiliates,
founders and their
family members, and holders of 5% or more of the voting equity
securities of Semantix
and that the persons signing the agreement own less than 100% of the
voting equity of
Semantix. Refer to Securities Act Sections Compliance and Disclosure
Interpretation
239.13 for further guidance.
Unaudited Pro Forma Condensed Combined Financial Information
Note 1 - Description of the Proposed Transactions, page 188
25. We note that the planned combination will be accounted for as a
reverse capitalization in
accordance with IFRS. Please revise here and throughout the filing to
clarify that the
combination is not a business combination within the scope of IFRS 3
and is instead a
reverse capitalization of Semantix.
Tax Treatment of the SPAC Mergers, page 197
26. We note the Business Combination Agreement indicates that the SPAC
Mergers will
qualify as a reorganization pursuant to Section 368(a)(1)(F) of the
Internal Revenue Code
of 1986 (the Code ) and the Third Merger will qualify as a
reorganization pursuant to
Section 368(a) of the Code. Please revise your discussion of material
U.S. federal income
tax consequences to address the intended tax treatment of the Third
Merger. Further, to
support these conclusions, please include an opinion of counsel that
supports each
conclusion. For further guidance see Staff Legal Bulletin No. 19
(October 14, 2011) and
Item 601(b)(8) of Regulation S-K. If there is uncertainty regarding
the tax treatment of
the business combination, counsel s opinion should discuss the
degree of uncertainty.
Conflicts of Interest, page 219
27. We note your disclosure that your memorandum and articles of
association waived the
corporate opportunities doctrine. Please address whether this
potential conflict of interest
impacted your search for an acquisition target.
Semantix Key Business Areas, page 227
28. Please explain how revenues from data software products "shifted
markedly" from 2019
to 2021. In this regard, we note that you still generate a significant
majority of your
revenues from data software products.
Suppliers, page 240
29. We note your disclosure that a majority of the revenue Semantix
generated in the year
ended December 31, 2020 and the six months ended June 30, 2021 is
attributable to the
resale of software licenses from two suppliers. Please file any
material contracts that
Alec Oxenford
Alpha Capital Holdco Company
March 10, 2022
Page 7
Semantix has in place with its suppliers or those contracts upon which
its business is
substantially dependent. Refer to Item 21 of Form F-4 and Item 601 of
Regulation S-K.
Security Ownership of Certain Beneficial Owners and Management, page 313
30. Please disclose the natural person(s) with dispositive and voting
power over shares held
by entities such as Sculptor Capital LP, Fundo de Investimento em
Partipa es
Multiestrat gia Inovabra I, and Crescera Growth Capital Master Fundo
de Investimento
em Participa es Multiestrat gia.
Financial Statements
3.11 Revenue Recognition, page F-53
31. We note from page 258 that Semantix recognized R$8.4 million in
revenues from its sole
customer in the United States during the six months ended June 30,
2021. We also note
that Semantix charged-off R$8.6 million of trade receivables from that
same sole U.S
customer during the same reporting period. Tell us how Semantix
applied paragraphs
9(e), 12 and 13 of IFRS 15 to this customer's and similarly situated
customers' contracts.
Describe for us what enforceable rights Semantix had to collect from
this customer and
why Semantix was ultimately unable to collect.
Note 2. Basis of preparation and accounting
c) Critical estimates and accounting judgments, page F-98
32. We note that Excella obtained a 50% stake in Tradimus on May 26, 2021.
We further
note from your risk factor disclosure on page 67 that Excella may
challenge
Semantix's control rights pursuant to the shareholders agreement and
consequently
Semantix may be unable to fully consolidate Tradimus results of
operations. Explain to
FirstName LastNameAlec Oxenford
us your consideration of the guidance in paragraphs 4 through 18 of IFRS
10 in regard to
Comapany NameAlpha
the terms Capital Holdco
of the shareholder Company
agreement between Semantix and Excella and
March Semantix's decision
10, 2022 Page 7 to continue consolidating Tradimus.
FirstName LastName
Alec Oxenford
FirstName LastNameAlec Oxenford
Alpha Capital Holdco Company
Comapany
March NameAlpha Capital Holdco Company
10, 2022
March8 10, 2022 Page 8
Page
FirstName LastName
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Joseph Kempf, Senior Staff Accountant, at (202)
551-3352 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Patrick Faller, Staff
Attorney, at (202) 551-4438 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: Daniel Brass