Item 1.01. Entry into a Material Definitive Agreement.

On January 12, 2022, Benessere Capital Acquisition Corp. (the "Company") issued promissory notes (the "Notes") in the aggregate principal amount of $2,065,897.80 to each of ARC Global Investments LLC (the "Sponsor") and eCombustible Energy LLC ("eCombustible"), pursuant to which each of the Sponsor and eCombustible loaned to the Company $1,032,948.90 to deposit into the Company's trust account for each share of the Company's Class A common stock ("Public Share") that was not redeemed in connection with the extension of the Company's termination date from January 7, 2022 to July 7, 2022.

The Company will deposit the funds into the Company's trust account and such amount will be distributed either to: (i) all of the holders of Public Shares upon the Company's liquidation or (ii) holders of Public Shares who elect to have their shares redeemed in connection with the consummation of the Company's initial business combination.

The Notes bear no interest and are repayable in full upon the earlier of (a) the date of the consummation of the Company's initial business combination, or (b) the date of the liquidation of the Company.

The issuance of the Notes was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

The foregoing description is qualified in its entirety by reference to the Notes, copies of which are attached as Exhibit 10.1 and Exhibit 10.2 hereto and are incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.

The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 7, 2021, the Company filed an amendment to the Company's Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the "Extension Amendment"). The Extension Amendment extends the date by which the Company must consummate its initial business combination from January 7, 2022 to July 7, 2022.

The foregoing description is qualified in its entirety by reference to the Extension Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On January 7, 2022, the Company held a special meeting of stockholders (the "Meeting"). At the Meeting, the Company's stockholders approved the Charter Amendment extending the date by which the Company must consummate its initial business combination from January 7, 2022 to July 7, 2022 (the "Extension Amendment Proposal").

The final voting results for the Extension Amendment Proposal were as follows:





   For       Against   Abstain   Broker Non-Votes
10,299,350   78,011     7,404           0

Stockholders holding 1,170,511 shares of the Company's Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company's trust account. As a result, approximately $11,886,421.46 (approximately $10.15 per share) will be removed from the Company's trust account to pay such holders.


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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this Form 8-K:





Exhibit
  No.       Description of Exhibits

3.1           Amendment to Amended and Restated Certificate of Incorporation.

10.1          Promissory Note issued to ARC Global Investments LLC .

10.2          Promissory Note issued to eCombustible Energy LLC.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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