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United States securities and exchange commission logo
June 28, 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. 3 to
Registration Statement on Form F-4
Filed June 14, 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 June
8, 2022 letter.
Amendment No. 3 to Registration Statement on Form F-1 filed June 14,
2022
Original Projections, page 182
1. Please advise why you
removed the column containing projections in US$ for the year
2023E in the Original
Projected Financial Information.
General
2. We note your disclosure
that BofA Securities has resigned "pursuant to Section 11(b)(1)
of the Securities Act
of 1933, as amended" and has "disclaimed any responsibility for any
portion of this proxy
statement/prospectus." Please confirm whether BofA Securities has
advised the Commission
in writing that it has resigned pursuant to Section 11(b)(1). Refer
Alec Oxenford
FirstName LastNameAlec Oxenford
Alpha Capital Holdco Company
Comapany
June NameAlpha Capital Holdco Company
28, 2022
June 28,
Page 2 2022 Page 2
FirstName LastName
to item (B) of Section 11(b)(1) of the Securities Act of 1933. If BofA
Securities has not
resigned pursuant to Section 11(b)(1), please revise your disclosure
accordingly.
3. In the letter to shareholders and the Questions and Answers about the
Business
Combination, you state that the resignation of the Advisors indicates
that the Advisors do
not want to be associated with the disclosure in this proxy
statement/prospectus. Clarify
the nature and extent to which Credit Suisse and its affiliates have
not withdrawn its
association with the disclosure and underlying business analysis
related to the transaction
notwithstanding the resignation by Credit Suisse.
4. We note your disclosure on page 53 that the "Advisors did not prepare
or provide any of
the disclosure in this prospectus/proxy statement or any analysis
underlying such
disclosure . . . but Credit Suisse assisted Semantix s management
with industry data and
other industry and business information to help build the disclosure
included in this proxy
statement/prospectus, and also with market data, comparable company
analysis and other
relevant information to help build the Projections, using the
estimates, assumptions and
input provided by Semantix s management, and Credit Suisse supported
the preparation of
the PIPE presentation and the analyst presentation, at the direction
of Semantix s
management. None of Credit Suisse or any of its affiliates has
withdrawn its association
with the materials in the immediately preceding sentence or notified
Alpha or, to the
knowledge of Alpha or Semantix, the PIPE Investors of such
disassociation." We also
note your disclosure on page 54 that "the Alpha Board did not
receive or rely upon any
financial or valuation analyses conducted or prepared by any of the
Advisors.
Please tell us why you describe Credit Suisse as an Advisor
that did not prepare or
provide "any analysis underlying such disclosure" in your
registration statement if
Credit Suisse assisted Semantix with information "to help build
the disclosure
included in this proxy statement/prospectus" and assisted with a
"comparable
company analysis and other relevant information to help build the
Projections, using
the estimates, assumptions and input provided by Semantix s
management," among
other things.
Please disclose whether the Advisors assisted in the
preparation or review of any
materials reviewed by the Alpha Board or management as part of
their services to the
board or Semantix and whether the Advisors have withdrawn their
association with
those materials and notified Alpha of such disassociation.
Clarify in your disclosure
whether any such work product or materials were used in providing
or preparing the
disclosure in the registration statement.
In light of your disclosure that Credit Suisse provided
"information to help build the
Projections," please also address your statements on pages 197
and 198 that (1)
"Neither Alpha nor Semantix relied on their respective financial
advisors in the
preparation and analysis of the materials, including projections,
provided to the Alpha
Board for use as a component of its overall evaluation of
Semantix" and (2) the
Alec Oxenford
FirstName LastNameAlec Oxenford
Alpha Capital Holdco Company
Comapany
June NameAlpha Capital Holdco Company
28, 2022
June 28,
Page 3 2022 Page 3
FirstName LastName
"Alpha Board did not receive or rely upon any financial or
valuation analyses
conducted or prepared by any of the Advisors in making its
determination that the
Business Combination Agreement, and the transactions contemplated
thereby,
including the Business Combination, were advisable, fair to, and
in the best interests
of Alpha and its shareholders." In regards to these statements,
please tell us how you
distinguish the underlying information provided by Credit Suisse
from any financial
analyses or other information provided to the Alpha Board.
Please advise how you concluded on page 53 that "None of Credit
Suisse or any of its
affiliates has withdrawn its association with the materials"
described in your
registration statement in light of your disclosure that Credit
Suisse resigned pursuant
to Section 11(b)(1) of the 1933 Act.
To the extent Credit Suisse or any of the Advisors were
involved in preparing any
disclosure or information that contributed to the preparation of
the disclosure, please
revise your risk factor disclosure to reflect any such role in
connection with the
preparation of the registration statement and the valuation of
Semantix and that the
Advisors disclaim any liability in connection with such
disclosure included in the
registration statement. To the extent you relied on any such
information, please also
disclose the rationale for continuing to rely on information
disclaimed by the
professional organization associated with or responsible for such
information.
5. We note your disclosure on page 131 that Citi is waiving any
entitlement to "any fees
under its capital markets advisory agreement." Please disclose
approximately how much
Citi was entitled to receive under the capital markets advisory
agreement. We further note
your disclosure on pages 252 and 269 that "Citi informed Alpha that,
since they were not
mandated in any capacity in connection with the proposed business
combination with
Semantix, they were waiving their fee." However, on page 131 you state
that "Citi
informed Alpha that, since they were not mandated in any capacity in
connection with the
proposed Business Combination with Semantix beyond their capital
markets
engagement, they were waiving their fees." Please reconcile or advise.
Please also
further describe the role Citi was to perform as Alpha's exclusive
capital markets advisor,
further to its engagement letter with Alpha.
6. 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. Please also tell us
whether anyone or any
entity associated with or otherwise involved in the transaction, 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. Further,
disclose that the time necessary for government review of the
transaction or a decision to
Alec Oxenford
Alpha Capital Holdco Company
June 28, 2022
Page 4
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.
7. We note your response to prior comment 12 and disclosure on page 25 and
elsewhere that
the "Advisors did not communicate to Alpha or Semantix the reasons
leading to their
resignation and waiver of their fees after doing substantially all of the
work to earn their
fees." However, on page 132 you state that "Citi cited the inability to
conduct sufficient
diligence within the timeline permitted as its reason for the waiver of
its fee." Please
reconcile or advise.
8. We note your disclosure that Alpha engaged D.A. Davidson to provide
capital markets
advisory services on May 24, 2022. Please disclose the material terms of
this
engagement, including what services D.A. Davidson was engaged for, the
fee to be paid to
D.A. Davidson, and the termination provision. Additionally, disclose any
other costs that
will result from the resignations of the Advisors.
9. We note your revised disclosure that Semantix does not expect Citi's
resignation to impact
its lending relationship with an affiliate of Citi. Please advise if
there are any
other current relationships with any of the Advisors following the
resignations, further to
prior comment 13.
10. Please disclose whether the resignations of the Advisors will affect the
timing or
completion of the transaction.
11. Please discuss the material terms of your obligations under the capital
markets advisory,
financial advisory and underwriting agreements with BofA, Citi and Credit
Suisse that
survive the resignation of your Advisors.
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 28, 2022 Page 4
cc: Daniel Brass
FirstName LastName