As filed with the Securities and Exchange Commission on January 27, 2023

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Semantix, Inc.

(Exact name of registrant as specified in its charter)

Avenida Eusébio Matoso, 1375, 10º andar

São Paulo, São Paulo, Brazil, 05423-180

(Address of Principal Executive Offices)

Alpha Capital Holdco Company 2022 Omnibus Incentive Plan

Semantix Tecnologia em Sistema de Informação S.A. Stock Option Plan

(Full title of the Plan)

Puglisi & Associates

850 Library Avenue, Suite 204

Newark, Delaware 19711

(302) 738-6680

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Filipe Areno

Skadden, Arps, Slate, Meagher & Flom LLP

Av. Brigadeiro Faria Lima, 3311, 7th Floor

São Paulo, SP 04538-133

+55 (11) 3708-1820

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

EXPLANATORY NOTE

This registration statement on Form S-8 (this “Registration Statement”) is being filed by Semantix, Inc. (the “Registrant”) in accordance with the requirements of Form S-8 for the purpose of registering the issuance of ordinary shares, par value $0.001 per share, of the Registrant (the “Ordinary Shares”) issuable in the future pursuant to the Alpha Capital Holdco Company 2022 Omnibus Incentive Plan (the “2022 Plan”) and the Semantix Tecnologia em Sistema de Informação S.A. Stock Option Plan (the “Legacy Plan” and, collectively with the 2022 Plan, the “Plans”).

In addition, this Registration Statement includes a prospectus (the “Reoffer Prospectus”) prepared in accordance with General Instruction C of Form S-8 and in accordance with the requirements of Part I of Form F-3. The Reoffer Prospectus may be used for reofferings and resales of Ordinary Shares on a continuous or delayed basis that may be deemed to be “control securities” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder, that are issuable to certain of our executive officers and directors identified as the selling securityholders in the Reoffer Prospectus (the “Selling Securityholders”). The number of Ordinary Shares included in the Reoffer Prospectus represents Ordinary Shares issuable to the Selling Securityholders upon the exercise of equity awards granted to such Selling Securityholders pursuant to the terms of the Legacy Plan (as described in the Reoffer Prospectus). The inclusion of such Ordinary Shares herein does not necessarily represent a present intention to sell any or all such Ordinary Shares. Moreover, the amount of such Ordinary Shares to be reoffered or resold by means of the Reoffer Prospectus by the Selling Securityholders, and any other person with whom any of them is acting in concert for the purpose of selling Ordinary Shares, may not exceed, during any three-month period, the amount specified in Rule 144(e) under the Securities Act.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. Plan Information.*

ITEM 2. Registrant Information and Employee Plan Annual Information.*

REOFFER PROSPECTUS

Semantix, Inc.

138,338 Ordinary Shares to be Offered by Selling Securityholders

This reoffer prospectus (“Reoffer Prospectus”) relates to the offer and sale from time to time by the selling securityholders named in this Reoffer Prospectus (the “Selling Securityholders”), or their permitted transferees, of up to 138,338 ordinary shares, par value $0.001 per share (“Ordinary Shares”), of Semantix, Inc. (unless otherwise indicated or the context otherwise requires, the “Company,” “Semantix,” “we,” “our” or “us”), a Cayman Islands exempted company. This Reoffer Prospectus covers up to an aggregate 138,338 Ordinary Shares that will be issued to the Selling Securityholders pursuant to the exercise of equity awards that were granted to the Selling Securityholders by the Company or Semantix Tecnologia em Sistema de Informação S.A., as the case may be. We are not offering any Ordinary Shares and will not receive any proceeds from the sale of Ordinary Shares by the Selling Securityholders pursuant to this Reoffer Prospectus. The Selling Securityholders are certain of our directors and executive officers, each of whom may be considered an “affiliate of our company (as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”)).

Subject to the satisfaction of any conditions to vesting and exercise of the equity awards relating to the Ordinary Shares offered hereby pursuant to the terms of the relevant award agreements, the Selling Securityholders may from time to time sell, transfer or otherwise dispose of any or all of the Ordinary Shares covered by this Reoffer Prospectus through underwriters or dealers, directly to purchasers (or a single purchaser) or through broker-dealers or agents. If underwriters or dealers are used to sell the Ordinary Shares, we will name them and describe their compensation in a prospectus supplement. The Ordinary Shares may be sold in one or more transactions at fixed prices, prevailing market prices at the time of sale, prices related to the prevailing market prices, varying prices determined at the time of sale or negotiated prices. We do not know when or in what amount the Selling Securityholders may offer the Ordinary Shares for sale. The Selling Securityholders may sell any, all or none of the Ordinary Shares offered by this Reoffer Prospectus. See “Plan of Distribution” beginning on page 9 for more information about how the Selling Securityholders may sell or dispose of the Ordinary Shares covered by this Reoffer Prospectus. The Selling Securityholders will bear all sales commissions and similar expenses. We will bear all expenses of registration incurred in connection with this offering, including any other expenses incurred by us in connection with the registration and offering that are not borne by the Selling Securityholders.

The Ordinary Shares that will be issued to the Selling Securityholders pursuant to their respective equity awards would be “control securities” under the Securities Act and the rules and regulations promulgated thereunder before their sale under this Reoffer Prospectus. This Reoffer Prospectus has been prepared for the purposes of registering the Ordinary Shares under the Securities Act to allow for future sales by Selling Securityholders on a continuous or delayed basis to the public without restriction, provided that the amount of Ordinary Shares to be offered or resold under this Reoffer Prospectus by each Selling Stockholder or other person with whom he or she is acting in concert for the purpose of selling Ordinary Shares, may not exceed, during any three-month period, the amount specified in Rule 144(e) under the Securities Act.

Our Ordinary Shares are listed on the Nasdaq Stock Market LLC (the “Nasdaq”) under the symbol “STIX”. On January 26, 2023, the closing price of our Ordinary Shares on Nasdaq was $1.50 per share.

We are a “foreign private issuer” as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company disclosure and reporting requirements. See “Prospectus Summary—Foreign Private Issuer.”

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 4 of this Reoffer Prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the U.S. Securities and Exchange Commission nor any other regulatory body has approved or disapproved of the securities to be offered under this Reoffer Prospectus or determined if this Reoffer Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Reoffer Prospectus is January 27, 2023

TABLE OF CONTENTS

You should rely only on the information contained or incorporated by reference in this Reoffer Prospectus or any supplement hereto. Neither we nor the Selling Securityholders have authorized anyone else to provide you with information that is different from that contained in this Reoffer Prospectus. The securities offered by this Reoffer Prospectus are being offered only in jurisdictions where the offer is permitted. You should not assume that the information in this Reoffer Prospectus or any supplement hereto is accurate as of any date other than the date on the front of each document. Our business, financial condition, results of operations and prospects may have changed since that date.

Except as otherwise set forth in this Reoffer Prospectus, neither we nor the Selling Securityholders have taken any action to permit a public offering of these securities outside the United States or to permit the possession or distribution of this Reoffer Prospectus outside the United States. Persons outside the United States who come into possession of this Reoffer Prospectus must inform themselves about and observe any restrictions relating to the offering of these securities and the distribution of this Reoffer Prospectus outside the United States.

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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

We incorporate information into this Reoffer Prospectus by reference, which means that we disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this Reoffer Prospectus, except to the extent superseded by information contained in this Reoffer Prospectus or by information contained in documents filed with the SEC after the date of this Reoffer Prospectus. This Reoffer Prospectus incorporates by reference the documents set forth below that have been previously filed with the SEC; provided, however, that, except as noted below, we are not incorporating any documents or information deemed to have been furnished rather than filed in accordance with the rules of the SEC. These documents contain important information about us and our financial condition.

All reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement of which this Reoffer Prospectus forms a part, but prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Reoffer Prospectus and to be a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the SEC shall not be deemed to be incorporated by reference into this Reoffer Prospectus unless we expressly indicate in such documents that they or portions thereof shall be incorporated herein by reference.

For purposes of this Reoffer Prospectus, any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Reoffer Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Reoffer Prospectus.

We will provide without charge upon written or oral request to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of any and all of the documents which are incorporated by reference into this Reoffer Prospectus but not delivered with this Reoffer Prospectus (other than exhibits unless such exhibits are specifically incorporated by reference in such documents). You may request a copy of these documents by writing or telephoning us at:

Semantix, Inc.

Avenida Eusébio Matoso, 1375, 10º andar

São Paulo, São Paulo, Brazil, 05423-180

Telephone: +55 11 5082-2656

Attn: Investor Relations Department

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FORWARD-LOOKING STATEMENTS

This Reoffer Prospectus or any documents incorporated by reference herein contain a number of forward-looking statements that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Reoffer Prospectus or any documents incorporated by reference herein, including statements regarding our future financial position, results of operations, business strategy and plans and objectives of management for future operations, are forward-looking statements. Any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are also forward-looking statements. In some cases, you can identify forward-looking statements by words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “strategy,” “future,” “opportunity,” “may,” “target,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters.

Forward-looking statements include, without limitation, our expectations concerning the outlook for our business, productivity, plans and goals for future operational improvements and capital investments, operational performance, future market conditions or economic performance and developments in the capital and credit markets and expected future financial performance, as well as any information concerning our possible or assumed future results of operations. Forward-looking statements also include statements regarding the expected benefits of the Business Combination.

The forward-looking statements are based on the current expectations of our management and are inherently subject to uncertainties and changes in circumstance and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors,” those discussed and identified in public filings we made with the SEC and the following important factors:

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Should one or more of these risks or uncertainties materialize, or should any of the assumptions made by our management prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

We caution you against placing undue reliance on forward-looking statements, which reflect current beliefs and are based on information currently available as of the date a forward-looking statement is made. Forward-looking statements set forth herein speak only as of the date of this Reoffer Prospectus. We do not undertake any obligation to revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs. In the event that any forward-looking statement is updated, no inference should be made that we will make additional updates with respect to that statement, related matters, or any other forward-looking statements. Any corrections or revisions and other important assumptions and factors that could cause actual results to differ materially from forward-looking statements, including discussions of significant risk factors, may appear in our public filings with the SEC, which will be accessible at www.sec.gov, and which you are advised to consult.

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RISK FACTORS

An investment in our securities involves a high degree of risk. You should carefully consider the risks described under “Risk Factors” in the prospectus that we filed with the SEC on December 9, 2022 relating to our Registration Statement on Form F-1, as amended (which prospectus is incorporated by reference herein), as well as the other information contained or incorporated by reference in this Reoffer Prospectus or in any prospectus supplement hereto before making a decision to invest in our Ordinary Shares. Our business, prospects, financial condition, or operating results could be harmed by any of these risks, as well as other risks not currently known to us or that we currently consider immaterial. The trading price of our securities could decline due to any of these risks, and, as a result, you may lose all or part of your investment.

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DETERMINATION OF OFFERING PRICE

The Selling Securityholders will determine at what price they may sell the offered Ordinary Shares, and such sales may be made at prevailing market prices or at privately negotiated prices. See “Plan of Distribution” below for more information.

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USE OF PROCEEDS

The Ordinary Shares offered hereby are being registered for the account of the Selling Securityholders named in this Reoffer Prospectus. All proceeds from the sales of the Ordinary Shares will go to the Selling Securityholders and we will not receive any proceeds from the resale of the Ordinary Shares by the Selling Securityholders.

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SELLING SECURITYHOLDERS

The following table sets forth information with respect to the Selling Securityholders and our Ordinary Shares beneficially owned by the Selling Securityholders as of January 27, 2023. The percentage of beneficial ownership is calculated based on 80,492,061 Ordinary Shares outstanding as of January 27, 2023, and determined in accordance with the rules and regulations of the SEC. The Selling Securityholders may offer all, some or none of the Ordinary Shares covered by this Reoffer Prospectus. The Selling Securityholders identified below may have sold, transferred or otherwise disposed of some or all of their shares since the date on which the information in the following table is presented in transactions exempt from or not subject to the registration requirements of the Securities Act. Information concerning the Selling Securityholders may change from time to time and, if necessary, we will amend or supplement this Reoffer Prospectus accordingly. We cannot give an estimate as to the number of Ordinary Shares that will actually be held by the Selling Securityholders upon termination of this offering because the Selling Securityholders may offer some or all of their Ordinary Shares under the offering contemplated by this Reoffer Prospectus or acquire additional Ordinary Shares. We cannot advise you as to whether the Selling Securityholders will, in fact, sell any or all of such Ordinary Shares.

We have determined beneficial ownership in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. The SEC has defined “beneficial ownership” of a security to mean the possession, directly or indirectly, of voting power and/or investment power over such security. A shareholder is also deemed to be, as of any date, the beneficial owner of all securities that such shareholder has the right to acquire within 60 days after that date through (i) the exercise of any option, warrant or right, (ii) the conversion of a security, (iii) the power to revoke a trust, discretionary account or similar arrangement, or (iv) the automatic termination of a trust, discretionary account or similar arrangement. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, ordinary shares subject to options or other rights (as set forth above) held by that person that are currently exercisable, or will become exercisable within 60 days thereafter, are deemed outstanding, while such shares are not deemed outstanding for purposes of computing percentage ownership of any other person.

Unless otherwise indicated below, the address of each Selling Securityholder listed in the table below is Avenida Eusébio Matoso, 1375, 10º andar, São Paulo, São Paulo, Brazil, 05423-180 and to our knowledge, the persons named in the tables have sole voting and sole investment power with respect to all securities that they beneficially own, subject to community property laws where applicable.

Selling Securityholder information for each additional Selling Securityholder, if any, will be set forth by prospectus supplement to the extent required prior to the time of any offer or sale of such Selling Securityholder’s securities pursuant to this Reoffer Prospectus. Any prospectus supplement may add, update, substitute, or change the information contained in this Reoffer Prospectus, including the identity of each Selling Securityholder and the number of Ordinary Shares registered on their behalf.

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Indemnification Agreement and Directors’ and Officers’ Liability Insurance

Our Amended and Restated Memorandum and Articles of Association adopted on August 3, 2022 (the “Articles”) provide for certain indemnification rights for our directors and executive officers. We have entered into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our Articles. We have purchased a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

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PLAN OF DISTRIBUTION

The Ordinary Shares covered by this Reoffer Prospectus are being registered by the Company for the account of the Selling Securityholders. The Ordinary Shares offered may be sold from time to time directly by or on behalf of each Selling Securityholders in one or more transactions on the Nasdaq Stock Market LLC or any other stock exchange on which the Ordinary Shares may be listed at the time of sale, in privately negotiated transactions, or through a combination of such methods, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at fixed prices (which may be changed) or at negotiated prices. The Selling Securityholders may sell Ordinary Shares through one or more agents, brokers or dealers or directly to purchasers. Such brokers or dealers may receive compensation in the form of commissions, discounts or concessions from the Selling Securityholders and/or purchasers of the Ordinary Shares or both. Such compensation as to a particular broker or dealer may be in excess of customary commissions. The amount of Ordinary Shares to be reoffered or resold under the Reoffer Prospectus by each Selling Securityholder and any other person with whom he or she is acting in concert for the purpose of selling Ordinary Shares, may not exceed, during any three-month period, the amount specified in Rule 144(e) under the Securities Act.

In connection with their sales, a Selling Securityholder and any participating broker or dealer may be deemed to be “underwriters” within the meaning of the Securities Act, and any commissions they receive and the proceeds of any sale of Ordinary Shares may be deemed to be underwriting discounts and commissions under the Securities Act. We are bearing all costs relating to the registration of the Ordinary Shares. Any commissions or other fees payable to brokers or dealers in connection with any sale of the Ordinary Shares will be borne by the Selling Securityholders or other party selling such Ordinary Shares. Sales of the Ordinary Shares must be made by the Selling Securityholders in compliance with all applicable state and federal securities laws and regulations, including the Securities Act. In addition to any Ordinary Shares sold hereunder, Selling Securityholders may sell Ordinary Shares in compliance with Rule 144, if available. There is no assurance that the Selling Securityholders will sell all or a portion of the Ordinary Shares offered hereby. The Selling Securityholders may agree to indemnify any broker, dealer or agent that participates in transactions involving sales of the Ordinary Shares against certain liabilities in connection with the offering of the Ordinary Shares arising under the Securities Act. We have notified the Selling Securityholders of the need to deliver a copy of this Reoffer Prospectus in connection with any sale of the Ordinary Shares.

The anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of Ordinary Shares and activities of the Selling Securityholders, which may limit the timing of purchases and sales of any of the Ordinary Shares by the Selling Securityholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the Ordinary Shares to engage in passive market-making activities with respect to the Ordinary Shares. Passive market making involves transactions in which a market maker acts as both our underwriter and as a purchaser of Ordinary Shares in the secondary market. All of the foregoing may affect the marketability of the Ordinary Shares and the ability of any person or entity to engage in market-making activities with respect to the Ordinary Shares.

Once sold under the registration statement of which this Reoffer Prospectus forms a part, the Ordinary Shares will be freely tradable in the hands of persons other than our affiliates.

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LEGAL MATTERS

The validity of the Ordinary Shares which are being offered under the Registration Statement of which this Reoffer Prospectus forms a part will be passed upon for the Company by Maples and Calder (Cayman) LLP, Cayman Islands counsel to the Company.

EXPERTS

The consolidated financial statements of Semantix Tecnologia em Sistema de Informação S.A. and its subsidiaries as of December 31, 2021 and 2020 and for the years then ended incorporated by reference into this Reoffer Prospectus have been so incorporated in reliance on the report of PricewaterhouseCoopers Auditores Independentes Ltda., an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The financial statements of Alpha Capital Acquisition Company as of December 31, 2021 and 2020, and for the year ended December 31, 2021 and the period from December 10, 2020 (inception) through December 31, 2020 incorporated by reference into this Reoffer Prospectus have been audited by WithumSmith+Brown, PC, independent registered public accounting firm, which appears in the prospectus that we filed with the SEC on
December 9, 2022 relating to our Registration Statement on Form F-1, and which report is incorporated by reference herein. Such financial statements have been so incorporated in reliance on such report given the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the periodic reporting and other information requirements of the Exchange Act as applicable to a “foreign private issuer,” and we will file annual reports and other information from time to time with the SEC in accordance with such requirements. Our SEC filings will be available to the public on the internet at a website maintained by the SEC located at www.sec.gov.

We also maintain an Internet website at https://ir.semantix.ai/. We make available, free of charge, the following documents as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC: our Annual Reports on Form 20-F; our reports on Form 6-K; amendments to these documents; and other information as may be required by the SEC. The information contained on, or that may be accessed through, our website is not part of, and is not incorporated into, this Reoffer Prospectus.

As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. Incorporation of Documents by Reference

We incorporate information herein by reference, which means that we disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part hereof, except to the extent superseded by information contained herein or by information contained in documents filed with the SEC after the date hereof. We incorporate by reference the documents set forth below that have been previously filed with the SEC; provided, however, that, except as noted below, we are not incorporating any documents or information deemed to have been furnished rather than filed in accordance with the rules of the SEC. These documents contain important information about us and our financial condition.

All reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof, but prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the SEC shall not be deemed to be incorporated by reference into this Reoffer Prospectus unless we expressly indicate in such documents that they or portions thereof shall be incorporated herein by reference.

For purposes hereof, any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part hereof.

ITEM 4. Description of Securities

Not applicable.

ITEM 5. Interests of Named Experts and Counsel

Not applicable.

ITEM 6. Indemnification of Directors and Officers

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, actual fraud, or the consequences of committing a crime. Our Articles provides for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default, or willful neglect.

We have also entered into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our Articles. In addition, we have purchased a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is theretofore unenforceable.

ITEM 7. Exemption from Registration Claimed

Not applicable.

ITEM 8. Exhibits

The Exhibits listed on the accompanying Exhibit Index are filed as a part of, or incorporated by reference into, this Registration Statement. (See Exhibit Index below).

EXHIBIT INDEX

ITEM 9. Undertakings

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement;

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(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, on January 27, 2023.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned constitutes and appoints Leonardo dos Santos Poça D’Água as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for his or her or in his or her name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-8, or other appropriate form, and all amendments thereto, including post-effective amendments, of Semantix, Inc., and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated below.

AUTHORIZED REPRESENTATIVE

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Semantix, Inc., has signed this Registration Statement or amendment thereto in the City of Newark, State of Delaware, on January 27, 2023.

Exhibit 5.1

27 January 2023

Semantix, Inc.

We have acted as counsel as to Cayman Islands law to Semantix, Inc. (the “Company”) to provide this opinion letter in connection with the Company’s registration statement on Form S-8, including all amendments or supplements thereto filed with the United States Securities and Exchange Commission (the “Commission”) under the United States Securities Act of 1933 as amended (the “Act”) (including its exhibits, the “Registration Statement”) related to:

We have reviewed originals, copies, drafts or conformed copies of the following documents, and such other documents as we deem necessary:

The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving the following opinions, we have relied (without further verification) upon the completeness and accuracy, as at the date of this opinion letter, of the Director’s Certificate and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:

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Save as aforesaid we have not been instructed to undertake and have not undertaken any further enquiry or due diligence in relation to the transaction the subject of this opinion letter.

Based upon, and subject to, the foregoing assumptions and the qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:

The opinions expressed above are subject to the following qualifications:

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We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the references to our firm under the headings “Legal Matters” and “Enforceability of Civil Liabilities and Agent for Service of Process in the United States” in the prospectus included in, or incorporated by reference into, the Registration Statement. In providing our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.

We express no view as to the commercial terms of the Plans or whether such terms represent the intentions of the parties and make no comment with regard to warranties or representations that may be made by the Company.

The opinions in this opinion letter are strictly limited to the matters contained in the opinions section above and do not extend to any other matters. We have not been asked to review and we therefore have not reviewed any of the ancillary documents relating to the Plans and express no opinion or observation upon the terms of any such document.

This opinion letter is addressed to you and may be relied upon by you, your counsel and purchasers of the Ordinary Shares pursuant to the Registration Statement. This opinion letter is limited to the matters detailed herein and is not to be read as an opinion with respect to any other matter.

Yours faithfully

/s/ Maples and Calder (Cayman) LLP

Maples and Calder (Cayman) LLP

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Semantix, Inc.

PO Box 309, Ugland House

Grand Cayman

KY1-1104

Cayman Islands

27 January 2023

PO Box 309, Ugland House

Grand Cayman

KY1-1104

Cayman Islands

Semantix, Inc. (the “Company”)

I, the undersigned, being a director of the Company, am aware that you are being asked to provide an opinion letter (the “Opinion”) in relation to certain aspects of Cayman Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective meanings given to them in the Opinion. I hereby certify that:

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(Signature Page follows)

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I confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you in writing personally to the contrary.

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Exhibit 10.2

SEMANTIX TECNOLOGIA EM SISTEMA DE INFORMAÇÃO S.A.

STOCK OPTION PLAN

This Stock Option Plan (“Plan”), approved by the Board of Directors of Semantix Tecnologia em Sistema de Informação S.A. (“Company”) at a meeting held on February 26, 2021, establishes the general conditions for granting options for the purchase of shares issued by the Company, pursuant to Art. 168, § 3, of Law No. 6,404, dated December 15, 1976 (“Law No. 6,404/1976”).

1.1. Objective. The plan aims to grant options for the purchase of preferred shares issued by the Company (“Preferred Shares”) to encourage officers, directors, managers, employees and service providers (“Beneficiaries”) to invest in the Company, in order to encourage the dedication of these professionals to their results and the expansion of their business in the long term, by allowing the Beneficiaries to acquire the Preferred Shares of the Company, subject to the terms and conditions of this Plan and by subsequently becoming parties to the Preferred Shareholders’ Agreement (“Preferred Shareholders’ Agreement”).

1.2. Adhering to the Plan. Becoming a party to the Plan is optional and must be formalized by each Beneficiary and the Company signing the Onerous Stock Options Award Agreement, which will specify the individual terms and conditions for the acquisition of the Company’s Preferred Shares (“Option Agreement”), the form of which is attached to this Plan as ANNEX I, and their respective entering into the Preferred Shareholders’ Agreement, by means of the form included in ANNEX II.

1.3. Guidelines. The main guidelines of the Plan are as follows:

2.1. Administration. The Plan will be administered by the Company’s Board of Directors (the “Board of Directors”), and all decisions relating to the Plan must be approved by it.

2.2. Powers. The resolutions of the Board of Directors shall be made pursuant to the Company’s Bylaws and its shareholders’ agreements, including the Ordinary Shareholders’ Agreement and the Preferred Shareholders’ Agreement, and shall be binding to the Beneficiaries (as defined below), who shall not be entitled to any recourse, unless the resolutions are contrary to the provisions of this Plan, to the Shareholders’ Agreement or to the applicable legislation.

2.2.1. The Board of Directors shall have full autonomy in the administration and organization of the Plan, which includes, among others, the necessary powers to:

2.3. Limits. No decision of the Board of Directors may, except for the adjustments permitted by this Plan: (i) amend the provisions relating to the eligibility of Beneficiaries to participate in the Plan; or (ii) without the consent of the Beneficiary, alter or interfere with any rights or obligations arising from the past exercise of the options by the Beneficiary, taking into account the provisions of the Option Agreement or the Preferred Shareholders’ Agreement.

3.1. Eligibility. The company’s officers, directors, managers and employees and those of its direct or indirect subsidiaries (also included in the definition of Company for the purposes of this Plan), as well as natural persons providing services to the Company or to companies under its control, as Beneficiaries, as described in Clause 1.1 above, shall be eligible to participate in this Plan.

3.2. Competence. The Board of Directors shall select, at its sole discretion, the Beneficiaries to whom the options will be granted among the persons eligible to participate in this Plan, pursuant to Clause 3.1. above.

4.1. Limit of The Options Granted. The options to purchase the Preferred Shares granted under this Plan constitute the right to purchase a total of 45,000 (forty-five thousand) Preferred Shares, as defined in the Company’s Bylaws, provided that the total number of Preferred Shares issued or to be issued under the Plan complies with the limit of the Company’s authorized capital, as provided for in its Bylaws.

4.2. Waiver of Preemptive Right. Considering that the 45,000 (forty-five thousand) Preferred Shares have already been issued, according to the conversion of shares that took place at the Extraordinary General Meeting held on February 28, 2020, duly filed with the Commercial Board of the State of São Paulo—JUCESP, under No. 153.193/20-7 at the session held on March 10, 2020, the Company’s shareholders will waive their preemptive right for the acquisition of the Preferred Shares Object of the Options (according to the attached form of Option Agreement).

4.3. Rights of Shares. The Preferred Shares Object of the Options (as defined in Clause 5.1 below) acquired by the Beneficiaries through the exercise of each Option shall grant the respective Beneficiaries all the rights and obligations of the Preferred Shares of the Company, including, but not limited to, its compulsory access to the Company’s Preferred Shareholders’ Agreement.

5.1. Options. Subject to the terms of this Plan, the Company issued a total of 45,000 (forty-five thousand) Preferred Shares to be acquired by the Beneficiaries who choose to enter into the Plan, and each of these Beneficiaries will have the option to acquire (each option, an “Option”) a certain number of Preferred Shares of the Company, duly described in the respective Option Agreement entered into between the Company and each Beneficiary (the “Preferred Shares Object of the Options”).

5.2. Purchasing Period. Except as otherwise provided for in the respective Option Agreement entered into between the Company and each Beneficiary and thus approved by the Board of Directors, the Preferred Shares Object of the Options shall have a Purchasing Period (“Purchasing Period”) of 3 (three) years, counted from the date of signing of each Option Agreement by the respective Beneficiary, with the payment for the Option to be performed as follows:

5.2.1. For the purposes of this Plan, “Services” means the services provided in good faith by the Beneficiary to the Company as officer, employee, consultant, advisor, service provider or member of the Board of Directors, according to the type of contract entered into between the Company and the Beneficiary (employment contract, service contract, election at the General Meeting or Meeting of the Board of Directors, etc.).

5.3. Deadline for the Exercise of the Option. It is defined that the deadline for the exercise of the Option for each Beneficiary is the date corresponding to the 5 (five) year anniversary, counted from the date of signing of each Option Agreement by the respective Beneficiary (“Option Exercise Deadline”), and if the Beneficiary does not exercise his right until the Option Exercise Deadline, no rights to the Options under this Plan will remain, which also considers the potential anticipation of the Option Exercise Deadline, described in Clause 6—Termination of Options, described below.

5.4. Exercise of Purchasing Options. Subject to the provisions on the acquisition period set forth in Clause 5.2 above, if any Beneficiary decides to exercise part or all of its Option, it shall send a notice to the Company (“Option Exercise Notice”) stating its intention to exercise the Option and the number of Preferred Shares it intends to acquire by exercising the Option.

5.4.1. The Option Exercise Notice must contain the following information: (i) the number of Preferred Shares the Beneficiary wishes to acquire; (ii) total price to be paid, pursuant to Clause 5.5 below, and (iii) other measures and/or additional information, pursuant to the Plan’s Option Exercise Notice form to be disclosed by the Board of Directors and as may be provided in the Preferred Shareholders’ Agreement.

5.5. Option Price. Except as otherwise provided for in the respective Option Agreement signed between the Company and each Beneficiary, the price for the Option to be paid by the Beneficiaries to obtain the right to purchase the Preferred Shares Object of the Options (“Option Price”) will be determined by the Company’s Board of Directors, taking into consideration the criteria it deems reasonable, as applicable.

5.6. Stock Price Object of the Options. Except as otherwise provided for in the respective Option Agreement signed between the Company and each Beneficiary, the price per Preferred Share to be paid by the Beneficiaries for the purchase of the Preferred Shares Object of the Options (“Price of the Preferred Shares Object of the Options”) will be determined by the Company’s Board of Directors, considering the market criteria applicable to the valuation of the shares at the time each Beneficiary becomes a signatory to the Plan, as applicable.

5.7. Transfer of the Preferred Shares Object of the Options. The Preferred Shares Object of the Options will be transferred to the Beneficiaries within 30 (thirty) days after the delivery of the Option Exercise Notice and payment of the total amount of the Price of the Preferred Shares Object of the Option to the Company, upon deposit in a bank account informed by the Company to such Beneficiary within ten (10) business days after receipt of the Option Exercise Notice.

5.8. Suspension of Exercise. The Board of Directors may determine the temporary suspension of the right to exercise the Options, whenever there are situations that, by law or the regulations in force, restrict or prevent the negotiation of shares by the Beneficiaries, such as those related to any public offering of securities of the Company, including, without limitation, any offer that may be registered with the relevant authority or offer exempted from registration, in addition to the other provisions contained in the Preferred Shareholders’ Agreement.

5.9. Shareholder Rights. No Beneficiary shall have any shareholder rights of the Company until its Option is properly exercised (i.e. the payment of the Price of the Preferred Shares Object of the Options) and until it has entered into the Preferred Shareholders’ Agreement, which requires performing the following prerequisite actions to be carried out simultaneously as of the conclusion of the last of these: (i) execution of the Option Exercise Notice; (ii) payment of the Price of the Preferred Shares Object of the Options under this Plan; and (iii) entering into the Preferred Shareholders’ Agreement.

6.1. Termination of Options. Without prejudice to the provisions described in Clause 5.3 above, any of the Options shall be automatically terminated, without any action by the Company or the Beneficiary concerned, regardless of any formality:

6.2. Other Beneficiaries. Termination of any of the Beneficiaries’ Options shall not affect the Options granted to the other Beneficiaries. In this case, the Options granted to the other Beneficiaries will remain in full force.

6.3. No Link between the Plan and the Services. Nothing in the Plan or no act of the Board of Directors shall provide to the Beneficiaries any right to remain or provide a guarantee regarding the period in which they provide Services to the Company. Such rights are regulated in the corresponding agreements, including, but not limited to, the employment contract, service contract, minutes of election or term of office of the officer or director, as the case may be, and the Company may terminate at any time its relationship with or the provision of the Services by the Beneficiary.

6.4. Termination of Services. In the cases in which the Beneficiary ceases to provide Services to the Company, according to the applicable type of agreement (employment contract, service contract, election at a general meeting, etc.) (“Termination of Services”), the Options will be exercised in accordance with the following rules:

6.4.1. Notwithstanding the above provisions, in the event of the Termination of Services prior to completing the First Year of the Purchasing Period, the Company will return to the Beneficiary the amount paid by the Beneficiary for the acquisition of the Option within thirty (30) days from the Termination of Services.

6.5. Rules of the Preferred Shareholders’ Agreement. It is also defined that the Beneficiary may be subject to specific and additional rules existing in the Preferred Shareholders’ Agreement, including, but not limited to, rules related to non-compete, confidentiality, non-contracting, preemptive right of the Company in the acquisition of preferred shares and other provisions, including any penalties on repurchase as a result of any violation by the Beneficiary of the obligations assumed and contained in the Preferred Shareholders’ Agreement.

7.1. Tax Liability. The Beneficiaries hereby acknowledge and agree that they are solely responsible for any and all tax liabilities arising from the purchase of the Preferred Shares Object of the Options, or the receipt of any payment related to the purchase of the shares, such as any municipal, state or federal tax on income, taxes relating to labor obligations and capital gains, as well as the obligation to withhold any taxes. In the event that any Beneficiary or the Company finds that it must withhold any taxes as a result of the purchase or payment of shares by the purchaser, in accordance with Clause 8 above, the Beneficiaries, in this act, hereby agree to such retention necessary to the Company to satisfy any retention obligations.

8.1. Registration. This Plan may be registered at the competent General Registry of Securities and Documents (Cartório do Registro Geral de Títulos e Documentos), for all legal purposes, especially those provided for in Article 40 of Law No. 6,404/1976.

8.2. Non-binding. This Plan constitutes a transaction of an exclusively civil nature and does not create any obligation of a labor or social security nature between the Company and the Beneficiaries, whether statutory, employees or natural persons providing services.

8.3. Notifications. All notifications and other communications made or made pursuant to this Plan shall be made in writing and shall be deemed to be effectively carried out: (i) by hand delivery to the party to be notified, or (ii) 5 (five) days after they have been sent by registered or certified letter, with acknowledged receipt and postage paid. The occurrence of events set forth in the subclauses (i) and (ii) above will be considered “Delivery” notifications. All communications shall be sent to the respective parties at the addresses set forth in the Option Agreement of each Beneficiary.

8.4. Transfer. This Plan and any rights and obligations arising therefrom may not be assigned or transferred, in whole or in part, at any time by the Beneficiaries, unless with the prior and express written consent of the Company.

8.5. Resignation. Even if a party ceases to exercise any right under this Plan or tolerates non-compliance with any obligation assumed by the other parties under this Plan, this will not constitute an alteration of this Plan as to its terms, and shall therefore not be construed as a waiver or withdrawal of a party to exercise its right or require compliance with the provisions of this Plan.

8.6. Successors. This Plan and all provisions contained herein shall oblige the parties and their respective heirs and successors for all legal purposes.

8.7. Omissions. The Board of Directors shall resolve the omitted cases of this Plan.

8.8. Applicable Law. This Plan shall be governed by and construed in accordance with the Laws of Brazil.

8.9. Arbitration and Conflict Resolution. According to the procedures established in the Preferred Shareholders’ Agreement, it is agreed that any dispute arising in any way related to the Stock Options Plan will be resolved, exclusively and on a conclusive basis, by arbitration, which will be conducted and administered in Portuguese and in accordance with the Arbitration Rules of the Market Arbitration Chamber (“Regulation “), in a procedure to be administered by the Market Arbitration Chamber (Câmara de Arbitragem do Mercado, or “CAM”), pursuant, subsidiarily, to the provisions of the Arbitration Law and the Code of Civil Procedure. The location of the arbitration shall be the city of São Paulo, State of São Paulo, Brazil, the place where the arbitral award will be rendered, unless the Parties expressly agree to another location and without prejudice to the Parties, by common agreement, designate a different location for the holding of hearings.

8.10. Without prejudice to the validity of the arbitration clause provided herein, the Parties shall elect, with the exclusion of any others, the jurisdiction of the District of São Paulo, State of São Paulo, if and when necessary, for the exclusive purposes of: (i) execution of obligations that include, from the outset, judicial enforcement; (ii) obtaining coercive or provisional measures to guarantee the effectiveness of the arbitration procedure, pursuant to Articles 22a and 22b of the Arbitration Law; and (iii) obtaining measures of a specific order and enforcement, being certain that, once the order or the specific measure pursued is reached, the full and exclusive competence to decide on any and all matters, whether of procedure or merit, which had given rise to the specific order or enforcement, shall be returned to the Arbitral Tribunal, whether already constituted or to be constituted, thus suspending the respective judicial procedure until the decision of the Arbitral Tribunal, partial or final, regarding the matter has been reached.

EXHIBIT LIST

Exhibit 10.3

CONFIDENTIAL

COMPANY OPTION NOTICE

[date]

[Option Holder’s Name]

[Option Holder’s Address]

Dear [Option Holder],

Semantix Tecnologia em Sistema de Informação S.A. (the “Company”) requests your consent to amend, alter or terminate (i) the outstanding stock options to purchase Class A Preferred Shares of the Company (the “Company Options) that have been granted previously to you pursuant to the Company’s Stock Option Plan (the “Plan”), and (ii) the Plan, subject to the following terms and conditions:

a. ln the event of any Change in Capitalization (as defined below), an equitable substitution or proportionate adjustment shall be made, in each case, as may be determined by the board of directors of the Company (the “Board”), in its sole discretion, in (i) the aggregate number of Class A Preferred Shares of the Company reserved for issuance under the Plan and (ii) the kind and number of securities (including securities of another company) subject to, and the exercise price, purchase price or option price of, any outstanding Company Options; provided, however, that any fractional shares resulting from the adjustment shall be eliminated. Such other equitable substitutions or adjustments shall be made as may be determined by the Board, in its sole discretion.

b. Without limiting the generality of the foregoing, in connection with a Change in Capitalization, the Board may provide, in its sole discretion for the cancellation of any outstanding Company Option and corresponding changes in the Plan (or cancellation thereof) in exchange for payment in cash or other property, including securities of another company that is an affiliate of the Company or otherwise, having an aggregate fair market value equal to the fair market value of the Class A Preferred Shares of the Company, cash or other property covered by such Company Option, reduced by the aggregate exercise price or option price thereof, if any; provided, however, that if the exercise price or option price of any outstanding Company Option is equal to or greater than the fair market value of the Class A Preferred Shares of the Company, cash or other property covered by such Company Option, the Board may cancel such Company Option without the payment of any consideration to you.

CONFIDENTIAL

c. “Change in Capitalization” means: any (i) merger, consolidation, reclassification, recapitalization, redomiciliation, spin-off, spin-out, repurchase or other reorganization or corporate transaction or event; (ii) special or extraordinary dividend or other extraordinary distribution (whether in the form of cash, Class A Preferred Shares of the Company or other property), stock split, reverse stock split, subdivision or consolidation; (iii) combination or exchange of shares; or (iv) other change in corporate structure, which, in any such case, the Board determines, in its sole discretion, affects the Class A Preferred Shares of the Company such that an adjustment pursuant to this Section I is appropriate

d. The determinations made by the Board, as applicable, pursuant to this Section 1 shall be final, binding and conclusive.

If you have any questions please contact Juliana de Lira Inaba Scarpellini at [•].

Please acknowledge receipt of this Notice and that your Company Options will be subject to the provisions set forth in this Notice.

Date: ______________

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Exhibit 10.4

CONFIDENTIAL

[Letterhead]

[date]

Re: Your Semantix Stock Options

Dear Option Holder:

As you may know, Semantix Tecnologia em Sistema de Informação S.A., a sociedade anônima organized under the laws of Brazil (“Semantix”) has entered into the Business Combination Agreement, dated as of November 16, 2021, as amended (the “BCA”) by and among Alpha Capital Acquisition Company, a Cayman Islands exempted company, Alpha Capital Holdco Company, a Cayman Islands exempted company (“New Semantix”) and certain other affiliated parties to New Semantix. The transactions contemplated under the BCA will, among other things, result in Semantix becoming a wholly owned indirect subsidiary of New Semantix, and all ordinary and preferred shares of Semantix, including its Class A Preferred Shares, will be converted into Ordinary Shares of New Semantix (collectively, the “Transactions”).

In connection with the consummation of the Transactions (the “Closing”) and in accordance with the terms of the BCA, the following actions will occur with respect to your stock options to purchase Class A Preferred Shares of Semantix (the “Legacy Options”) that have been granted previously to you pursuant to the Plano de Outorga de Opções de Ações, as amended (the “Plan”):

In addition, the following changes will apply to the Plan and the Converted Options:

CONFIDENTIAL

Securities Matters and Regulations.

(a) Notwithstanding anything herein to the contrary, the obligation of New Semantix to sell or deliver Ordinary Shares with respect to any award granted under the Plan shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, the receipt of all such approvals by governmental agencies as may be deemed necessary or appropriate by the administrator of the Plan (the “Administrator”) and the listing requirements of any securities exchange on which the Ordinary Shares are traded. The Administrator may require, as a condition of the issuance and delivery of certificates evidencing Ordinary Shares pursuant to the terms hereof, that the recipient of such shares make such agreements and representations, and that such certificates bear such legends, as the administrator, in its sole discretion, deems necessary or advisable.

(b) Each award is subject to the requirement that, if at any time the Administrator determines that the listing, registration or qualification of Ordinary Shares issuable pursuant to the Plan is required by any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the grant of an Award or the issuance of Ordinary Shares, no such award shall be granted or payment made or Ordinary Shares issued, in whole or in part, unless such listing, registration, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Administrator.

(c) In the event that the disposition of Ordinary Shares acquired pursuant to the Plan is not covered by a then current registration statement under the Securities Act of 1933, as amended (the “Securities Act”) and is not otherwise exempt from such registration, such Ordinary Shares shall be restricted against transfer to the extent required by the Securities Act or regulations thereunder, and the Administrator may require the participant receiving Ordinary Shares pursuant to the Plan, as a condition precedent to receipt of such Ordinary Shares, to represent to New Semantix in writing that the Ordinary Shares acquired by such participant is acquired for investment only and not with a view to distribution.

Foreign Private Issuer.

As of the date of the Closing and for a certain period of time thereafter, New Semantix will qualify as a “foreign private issuer” (as defined in Rule 405 of the Securities Act), which permits New Semantix to operate the Plan, and to grant awards and issue Ordinary Shares under the Plan, under different laws, rules or regulations than those that may be expressly referenced herein. Notwithstanding any provision of the Plan or an award agreement to the contrary, the Plan shall only be required to be administered in compliance with applicable laws, rules and regulations. However, the Administrator, if it deems it necessary or advisable, may decide in its discretion to administer the Plan in compliance with such laws, rules and regulations as may become applicable upon New Semantix ceasing to qualify as a foreign private issuer.

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CONFIDENTIAL

Brazilian Securities Law Disclaimer

The Ordinary Shares have not been, and will not be, registered with the Brazilian Securities Commission (Comissão de Valores Mobiliários or “CVM”). Any public offering or distribution, as defined under Brazilian laws and regulations, of the Ordinary Shares in Brazil is not legal without prior registration under Brazilian Law No. 6,385, enacted on December 7, 1976, as amended, and Instruction No. 400, issued by the CVM on December 29, 2003, as amended. Documents relating to Ordinary Shares may not be supplied to the public in Brazil, nor be used in connection with any offer for subscription or sale of the Ordinary Shares to the public in Brazil.

Please keep this notice with your award documentation. You do not need to take any action in regard to the matters described above. If the BCA is terminated in accordance with its terms and the Closing has not and will not occur, your Legacy Options will not be converted and this notice will terminate and have no further force and effect.

If you have any questions, please feel free to contact Juliana de Lira Inaba Scarpellini at [•].

Yours Truly,

Semantix Tecnologia em Sistema de Informação S.A.

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Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement on Form S-8 of our report dated March 23, 2022, relating to the financial statements of Alpha Capital Acquisition Company which is contained in that Prospectus. We also consent to the reference to our firm under the caption “Experts” in the Prospectus.

/s/ WithumSmith+Brown, PC

New York, New York

January 27, 2023

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement on Form S-8 of Semantix, Inc. of our report dated April 4, 2022 relating to the financial statements of Semantix Tecnologia em Sistema de Informação S.A., which appears in Semantix, Inc.’s Registration Statement on Form F-1 (No. 333-267040). We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers Auditores Independentes Ltda.

São Paulo, Brazil

January 27, 2023

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Semantix, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities