View:
United States securities and exchange commission logo
June 8, 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
Amendment No. 2 to
Registration Statement on Form F-4
Filed May 20, 2022
File No. 333-262552
Dear Mr. Oxenford:
We have reviewed your amended 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.
Unless we note
otherwise, our references to prior comments are to comments in our May
3, 2022 letter.
Amendment No. 2 to Registration Statement on Form F-4
Q: What equity stake will current Alpha shareholders and Semantix
shareholders have in New
Semantix after the Closing?, page 14
1. We note your revised
disclosure on page 14 showing the share ownership in New
Semantix. Revise to
disclose the Sponsor and its affiliates total potential ownership
interest in the
combined company, assuming exercise and conversion of all securities.
Please confirm that
Innova is the only affiliate of the Sponsor that will own shares in New
Semantix or advise.
Alec Oxenford
FirstName LastNameAlec Oxenford
Alpha Capital Holdco Company
Comapany
June 8, 2022NameAlpha Capital Holdco Company
June 8,
Page 2 2022 Page 2
FirstName LastName
Lock-up Agreement, page 33
2. Please advise whether the financing Leonardo dos Santos Po a D
gua intends to obtain
to acquire the New Semantix Ordinary Shares as disclosed will be
provided by a third-
party other than Semantix, Alpha, or a related person as such term is
used in Item 404 or
Regulation S-K.
Ownership of New Semantix Upon Completion of the Business Combination, page 36
3. We note your revised disclosure on page 37 showing the ownership in
New Semantix
upon the exercise of certain dilutive securities. We also note your
disclosure that says the
"following table shows the dilutive effects on the ownership
percentages described above
and the effect on the per share value of New Semantix Ordinary
Shares." Please further
clarify how (and to what extent) the ownership percentages described
in the first table are
impacted by the subsequent percentages you disclose here. In the
alternative, revise your
presentation to disclose all possible sources and the extent of
dilution that shareholders
who elect not to redeem their shares may experience in connection with
the business
combination. For example, revise so that an investor/shareholder can
clearly assess the
source and extent of dilution from the exercise of the New Semantix
Warrants on the
ownership percentage of the Alpha shareholders, Sponsor and Innova,
PIPE Investors, and
Semantix shareholders. Please make this revision for each source of
dilution.
Additionally, to the extent you retain the current presentation,
please advise what "Base
Case Scenario" refers to.
Risk Factors
The consummation of the Business Combination may trigger the acceleration or
termination of
certain of our loan and operating agreements..., page 74
4. We note your disclosure that you have received "substantially all" of
the relevant waivers
for the applicable loan agreements. Please clarify that the only
outstanding waiver from
your lenders that you are awaiting is with Bradesco or advise.
The projected financial and operating information in this proxy
statement/prospectus relies in
large part upon assumptions and analyses, page 82
5. Please describe the differences in accounting treatment you refer to
as factors that affected
your actual results since the Original Projections were prepared.
Additionally, identify
any of the "other unanticipated circumstances" to the extent material.
Alec Oxenford
FirstName LastNameAlec Oxenford
Alpha Capital Holdco Company
Comapany
June 8, 2022NameAlpha Capital Holdco Company
June 8,
Page 3 2022 Page 3
FirstName LastName
Our total net revenue declined in the first quarter of 2022..., page 86
6. We note your disclosure that Semantix experienced a decline in total
net revenue in the
first quarter of 2022 and that "[i]f this negative trend persists" you
may be unable to meet
your projected financial targets. Please discuss any material factors
management
attributes to this trend.
The Alpha Board's Reasons for Approval of the Business Combination, page 152
7. With respect to the comparable company analysis presented to the Alpha
Board on May
17, 2022, please clarify whether any company meeting the selection
criteria was excluded
from the analysis.
Semantix Updated Projections, page 165
8. For ease of comparison, please disclose how the significant
assumptions for the Updated
Projections vary from the assumptions used to prepare the Original
Projections. Please
disclose any material reasons for the change in the significant
assumptions from the
Original Projections, to the extent not already disclosed. For
example, explain whether
and why Semantix's management assumed that revenue from third-party
software will
comprise a greater percentage of total software revenue in 2023 than
originally projected.
9. We note in the Original Projections that third-party software revenue
comprised 29% of
software revenue in 2023 and that this figure increased to 45% in the
Updated
Projections. In your summary of the Updated Revenue Projections,
please tell us whether
management considered this trend a "main change" in preparing the
Updated Projections
and any further underlying reasons attributed to the change in the
product mix. Please
also advise whether the Updated Projections were prepared to show "%
of total revenue"
as line items for Proprietary SaaS and Third-party software and "%
growth" for net
revenue, Gross Profit and Adjusted EBITDA. If so, please disclose
these calculations or
advise.
Amendments, Waivers and Consents, page 192
10. We note your disclosure that Alpha and Semantix executed a letter
agreement consenting
to Semantix entering into a loan agreement with an officer of
Semantix. Exchange Act
Section 13(k)(1) prohibits public companies from extending or
maintaining credit in the
form of personal loans to or for any director or executive officer. To
the extent necessary,
disclose the action that will be taken to ensure this arrangement will
be extinguished prior
to the closing of the Business Combination, or tell us why this
provision does not apply to
this loan. Please also file a copy of this letter agreement and advise
if a loan agreement
has been entered to date.
Alec Oxenford
FirstName LastNameAlec Oxenford
Alpha Capital Holdco Company
Comapany
June 8, 2022NameAlpha Capital Holdco Company
June 8,
Page 4 2022 Page 4
FirstName LastName
Material U.S. Federal Income Tax Considerations, page 217
11. We note you have filed a short-form tax opinion as Exhibit 8.1 to your
registration
statement. Please clarify in the first paragraph of this section that
the statements set
forth under the heading Material U.S. Federal Income Tax
Considerations constitute the
opinion of Davis Polk & Wardwell LLP and that this opinion is filed as
an exhibit to your
registration statement.
General
12. We note that you received notice from Citigroup Global Markets Inc.
("Citigroup") and
BofA Securities, Inc. ("BofA") that each has waived any entitlement to
its portion of the
deferred underwriting fee from their participation in Alpha s IPO.
Please disclose how
you received notice from the Firms, the amount of the fees that have
already been paid to
the Firms, and why each waiver was agreed to. Disclose whether any of
the
Firms provided you with any reasons for its respective fee waiver. If
there was no
dialogue and you did not seek out the reasons why such Firm was
waiving deferred fees,
despite already completing their services, please indicate so in your
registration
statement. Revise your pro forma financial information and relevant
disclosure.
13. Please disclose whether Citigroup and/or BofA resigned in any capacity
that they were
serving in connection with the Business Combination. In addition, with
respect to any
such resignation:
Please clarify the role that each Firm played in any part of
the Business Combination
(i.e., the identification or evaluation of business combination
targets) as well as the
current relationship between the Firms and the merger parties
(i.e. whether there are
other relationships with any of the Firms after the
resignations). Revise the
background of the Business Combination to clearly note when any
of the Firms were
present in discussions or at board meetings and qualify their
presence by noting they
subsequently resigned. For example, we note your disclosure on
page 151 that since
November 17, 2021, Alpha and Semantix jointly worked with their
respective
advisors to prepare the proxy statement/prospectus. Clearly state
whether these
advisors included any of the Firms.
Discuss the potential impact on the transaction related to the
resignation of the
Firms. For example, if any of the Firms would have played a role
in the closing,
please revise to identify the party who will be filling any such
role. Disclose in the
forepart of the filing whether such Firms claim no remaining role
in your business
combination transaction and have affirmatively disclaimed any
responsibility for any
of the disclosure in this registration statement.
Please disclose whether any of the Firms were involved in the
preparation of any
disclosure that is included in the Form F-4 registration
statement, including but not
Alec Oxenford
FirstName LastNameAlec Oxenford
Alpha Capital Holdco Company
Comapany
June 8, 2022NameAlpha Capital Holdco Company
June 8,
Page 5 2022 Page 5
FirstName LastName
limited to any analysis underlying disclosure in the registration
statement. If so,
clarify the involvement of any such Firm, whether it has
retracted any work product
associated with the transaction, and the risk of such withdrawal
and reliance on such
Firm's expertise.
Please advise whether you are aware of any disagreements with
any of the Firms
regarding the disclosure in your registration statement. Include
each Firm in your
risk factor noting that each Firm was to be compensated, in part,
for services that the
Firms have already rendered, yet the Firms will waive such fees
and disclaim
responsibility for the Form F-4 registration statement. Clarify
the unusual nature of
each fee waiver and the impact of it on the evaluation of the
Business Combination.
Disclose if any of the Firms or affiliates of the Firms are
lenders to Alpha or
Semantix and advise whether any such financing agreement has been
impacted by the
resignation of the Firms.
14. We note your disclosure on page 152 that after the Alpha Board meeting
on May 17,
2022, the Alpha Board reaffirmed its prior determination that the
Business Combination
was in the best interest of Alpha and its shareholders. Please
disclose whether the
resignation of BofA was discussed at this board meeting and what
consideration the Alpha
Board has given to reconsidering its assessment of the Business
Combination given the
subsequent resignation of Citigroup or any additional Firm. Expand
your disclosure to
address the Alpha Board's consideration of the transaction without the
advice of the
Firms and disclose the impact this will have on investors.
15. Please clarify in your disclosure, as applicable, whether any Firm has
waived its
entitlement to its portion of deferred underwriting fees, but has not
resigned from, or
ceased or refused to act in, every capacity and relationship in which
it was described in the
Registration Statement pursuant to Section 11(b) of the Securities Act
of 1933 or has
otherwise disclaimed responsibility for your proxy
statement/prospectus.
16. Please supplementally provide us with the engagement letter with each
Firm and other
agreements, if any, entered into by Semantix or Alpha with the Firms
or any of their
affiliates. Please disclose any ongoing obligations of the parties
pursuant to the
engagement letter that will survive termination of the engagement,
such as
indemnification provisions, rights of first refusal, and lockups, and
discuss the impacts of
those obligations on the company in the registration statement. Please
also provide us with
any correspondence between each Firm and Alpha and/or Semantix
relating to such Firm's
resignation.
17. Please provide us with a letter from each Firm stating whether it
agrees with the
statements made in your proxy statement/prospectus related to their
resignation and, if
not, stating the respects in which they do not agree. Please revise
your disclosure
accordingly to reflect that you have discussed the disclosure with
such Firm and it either
agrees or does not agree with the conclusions and the risks associated
with such outcome.
Alec Oxenford
Alpha Capital Holdco Company
June 8, 2022
Page 6
If any such Firm does not respond, please revise your disclosure to
indicate you have
asked and not received a response and disclose the risks to investors.
Additionally, please
indicate that such Firm withdrew from its respective role(s) in your
transaction and
forfeited its fees, if applicable, and that such Firm refused to discuss
the reasons for its
resignation and forfeiture of fees, if applicable, with management. The
disclosure should
clarify whether each Firm performed substantially all the work to earn
its fees.
18. Please revise your disclosure to highlight for investors that each Firm
s withdrawal
indicates that it does not want to be associated with the disclosure or
underlying business
analysis related to the transaction. In addition, your disclosure should
caution investors
that they should not place any reliance on the fact that the Firms have
been previously
involved with the transaction.
19. Please advise if any additional Firms/advisors to Semantix or Alpha (or
Firms/advisors
otherwise involved in your business combination transaction) have
resigned. For
example, if Credit Suisse has resigned or BofA resigns further to its fee
waiver, please
provide disclosures responsive to the comments contained in this letter,
as applicable.
You may contact Joseph Kempf, Senior Staff Accountant, at (202)
551-551-3352 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,
FirstName LastNameAlec Oxenford
Division of
Corporation Finance
Comapany NameAlpha Capital Holdco Company
Office of
Technology
June 8, 2022 Page 6
cc: Daniel Brass
FirstName LastName