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United States securities and exchange commission logo
May 3, 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. 1 to
Registration Statement on Form F-4
Filed April 21,
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 March
10, 2022 letter.
Amendment No. 1 to Registration Statement on Form F-4
Q: What interests do Alpha's current officers and directors have in the
Business Combination?,
page 18
1. We note your response
to prior comment 4. However, the revised disclosure does not
appear to present the
dollar amount in the post-merger company that the Sponsor
and affiliates of the
Sponsor have at risk that depends on completion of a business
combination in the
aggregate. The aggregate calculation should include 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. Please revise or advise.
Alec Oxenford
FirstName LastNameAlec Oxenford
Alpha Capital Holdco Company
Comapany
May 3, 2022NameAlpha Capital Holdco Company
May 3,
Page 2 2022 Page 2
FirstName LastName
Underwriting Fees as a Percentage of IPO Proceeds Net of Redemptions, page 50
2. We note your response to prior comment 6. Please clarify if the
amounts shown as "IPO
proceeds net of redemptions" reflect the deduction of $4,600,000 in
underwriting fees paid
upon consummation of the IPO, but not the $8,050,000 of deferred
underwriting fees that
are contingent upon consummation of the Business Combination.
The consummation of the Business Combination may trigger the acceleration or
termination of
certain of our loan and operating agreements...., page 71
3. We note your disclosure that you have not obtained waivers or consents
from certain
counterparties under some of your operating agreements, including
those with some of
your largest customers and relevant suppliers. Disclose the nature of
the waivers or
consents being sought from these counterparties and the amount of
fines that may be due,
to the extent material and reasonably determinable.
The risks arising with respect to the historic business and operations of
LinkAPI and Tradimus
may be different than we anticipate..., page 73
4. Disclose the key reasons you have concluded that Semantix is deemed to
control
Tradimus. Clarify, if true, that a Semantix-appointed member will have
the affirmative
or tie-breaking vote on matters before the board of directors only
until Tradimus is
considered a joint operation by the auditors of both Semantix and
Excella and that
beginning on May 26, 2023, any deadlocks at a board of shareholders'
meeting will be
subject to mandatory mediation procedure. Further clarify, if true,
that the executive
board, to which Semantix has appointed the CEO of Tradimus, does not
act as a
"collegiate body" and each appointee is responsible for exercising the
functions required
of them within their area of activity. Advise if there is a material
risk that an auditor may
conclude that the arrangement with Tradimus constitutes a joint
operation.
Risks Related to Semantix's Cybersecurity and Intellectual Property, page 81
5. Disclose the risk of potential cyberattacks by state actors as a
result of Russia s ongoing
conflict with Ukraine and whether you have taken actions to mitigate
such potential
cyberattacks.
New Semantix may redeem your unexpired warrants prior to their exercise at a
time that is
disadvantageous to you..., page 121
6. We note your response to prior comment 5 and your revision on page 122
that says the
private placement warrants "will, in connection with the Business
Combination, be
exchanged for Alpha Class A Ordinary Shares (or New Semantix Ordinary
Shares into
which such shares will convert)." It does not appear that the Business
Combination
agreement anticipates that the outstanding private placement warrants
will be exchanged
at the time of the Business Combination, but will be converted into
and become a warrant
to purchase shares in New Semantix. Please clarify or advise.
Alec Oxenford
Alpha Capital Holdco Company
May 3, 2022
Page 3
The Alpha Board's Reasons for Approval of the Business Combination, page 143
7. Please identify the criteria or attributes used by the Alpha management
team to select the
peer companies and deem them comparable. Disclose if any companies
meeting the
selection criteria were excluded from the analyses.
Certain Unaudited Projected Financial Information, page 149
8. Please supplement your narrative disclosure to include the actual
revenues and gross
profits of Semantix in 2021 that exceeded the projection estimates as
well as the actual
EBITDA and Adjusted EBITDA amounts of R$(58.7) million and R$(24.9)
million.
Additionally, please confirm whether or not the projections still reflect
management s
views on future performance and/or describe what consideration the board
gave to
obtaining updated projections or a lack of reliance upon the projections.
Tax Treatment of the SPAC Mergers, page 204
9. We note your response to prior comment 26. We further note your revision
on page 22
and related disclosure on page 204 that assumes the tax treatment subject
to the opinion
applies. Please remove any statement that assumes the material tax
consequences at issue
(e.g., "Assuming that the SPAC Mergers qualify as an F
Reorganization..."). Refer to
Section III.C.3 of Staff Legal Bulletin No. 19 for guidance.
Security Ownership of Certain Beneficial Owners and Management, page 320
10. We note your response to prior comment 30. With respect to Fundo de
Investimento em
Partipa es Multiestrat gia Inovabra I and Crescera Growth Capital
Master Fundo de
Investimento em Participa es Multiestrat gia, please revise your
disclosure to identify
the other investment committee members who have dispositive control over
the shares.
Please clarify whether the committees also have voting power over the
shares held by
these entities in addition to dispositive power.
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
May 3, 2022 Page 3
cc: Daniel Brass
FirstName LastName