Alpha Capital is the first Latin
American-focused technology SPAC to merge with a target company
Latin America’s first fully integrated data
software platform is expected to have a market capitalization of
approximately $1 billion
Semantix expects to have a net revenue compound
annual growth rate of 57% between 2019 and 2023, and increase its
current customer base of 300 companies in over 15 countries
Semantix, Latin America’s first fully integrated data software
platform, announced today that it has entered into a definitive
agreement to merge with Alpha Capital (Nasdaq: ASPC), a special
purpose acquisition company (“SPAC”) focused on technology. The
announcement marks the first time a Latin American-focused
technology SPAC has merged with a target company.
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Semantix founder and CEO, Leonardo
Santos. (Photo: Business Wire)
Semantix will have an implied equity value of approximately $1
billion, assuming a $10.00 per share price and no trust
redemptions, and is expected to trade on the Nasdaq Capital Market
(“Nasdaq”) under the ticker symbol STIX. In connection with the
transaction, institutional investors have committed approximately
$94 million in subscriptions to a private placement in public
equity (“PIPE”), which is expected to be funded at the merger’s
closing. Innova Capital, one of Alpha Capital’s largest existing
investors, has committed not to redeem $23 million of Alpha
Capital’s publicly traded Class A ordinary shares. Together with
the current PIPE commitments, this represents sufficient capital to
satisfy the minimum cash condition to complete the transaction. The
merger is expected to close in the first half of 2022, subject to
shareholder approvals and other customary closing conditions.
Semantix’s current management team will continue to oversee the
business and use the transaction’s proceeds to grow its share of
the $89 billion addressable market opportunity in data software,
storage and integration. It targets its services to a range of
companies in industrial, finance, retail, telecommunications,
healthcare and other sectors, from small businesses to large
enterprises.
Founded in 2010 by CEO Leonardo Santos, Semantix expects to earn
nearly $73 million in 2022 from more than 300 customers in over 15
countries. Headquartered in Sao Paulo, Brazil, Semantix’s customers
already include all of that country’s top finance companies and
nationwide telecommunications service providers. In addition, a
global automaker relies on Semantix artificial intelligence and
analytics services to monitor potential production disruptions and
identify the problem’s source. A global electronics company also
uses Semantix’s software for full data integration and optimization
of its e-commerce ecosystem in Latin America. Similarly, a global
financial institution uses Semantix artificial intelligence models
to support its payments and anti-fraud systems, and enhance credit
risk management tools.
“Businesses need Semantix’s frictionless, end-to-end platform to
capitalize on the power of data, and technologies like artificial
intelligence that are transforming industries globally,” said
Leonardo Santos, the company’s founder and CEO.
“Leonardo and his team have made Semantix a leader atop more
than 20,000 technology companies in Latin America, and we believe
it can become a global force,” said Alec Oxenford, Alpha Capital’s
Chief Executive Officer and Chairman. “Both Alpha Capital’s
sponsors and PIPE investors recognize this opportunity and the
potential for exponential growth.”
“We founded Alpha Capital to give some of Latin America’s best
entrepreneurs new access to late-stage capital so they can unlock
the full potential in their ideas, accelerate growth and become a
global player,” added Alpha Capital’s President and Director,
Rafael Steinhauser.
“This deal puts Semantix in an even stronger position to scale
internationally by leveraging its profitability and Latin American
foothold,” said Veronica Allende Serra, Innova Capital’s Founding
Partner.
Alpha Capital raised $230 million in its February 2021 initial
public offering on Nasdaq, with the goal of combining its business
with a Latin American-focused technology company. Its sponsors are
Oxenford, Steinhauser, Innova Capital, FJ Labs and Dr. Irwin
Jacobs.
Transaction Overview
The combined company will have a pro forma enterprise value of
$693 million, assuming a $10.00 per share price and no shareholder
redemptions. The transaction is funded with $324 million, including
$230 million from the Alpha Capital trust (assuming no
redemptions). A $94 million PIPE has already been committed by top
institutional investors and existing Semantix shareholders,
including Inovabra Ventures (a fully owned subsidiary of Bradesco,
one of Brazil’s leading financial institutions), Crescera, FJ Labs,
Oxenford, Steinhauser and others. Innova Capital, one of Alpha
Capital’s largest existing shareholders, has also committed not to
redeem $23 million of Alpha Capital’s publicly traded shares. The
approximately $117 million of committed capital will satisfy, when
funded at closing, the minimum cash of $85 million required in the
definitive merger agreement. Semantix expects to receive the $324
million in primary proceeds, with $309 million cash available on
its post-business combination balance sheet (post transaction
expenses), assuming no redemptions.
Assuming no redemptions, ownership structure following the
transaction is expected to be 62.5% existing Semantix shareholders,
9.4% PIPE investors, 23.2% Alpha Capital shareholders, and 4.9%
Alpha Capital sponsors. Current Semantix management will also
participate in an earnout based on future share price
performance.
The transaction, which has been approved by the boards of
directors of Semantix and Alpha Capital, is expected to close by
the second quarter of 2022.
Investor Presentation
More information, including an investor presentation, is
accessible in the investor sections of semantix.com.br and
alpha-capital.io. Additional information about the proposed
transaction, including a copy of the business combination agreement
and investor presentation, will be provided in a Current Report on
Form 8-K that will contain an investor presentation to be filed by
Alpha Capital with the Securities and Exchange Commission and
available at www.sec.gov. Additional information about the proposed
business combination can be found at alpha-capital.io.
Advisors
Credit Suisse is serving as exclusive financial advisor to
Semantix, with Skadden, Arps, Slate, Meagher & Flom LLP acting
as legal advisor, and Pinheiro Neto Advogados as legal advisor on
Brazilian matters to Semantix.
Citibank is serving as capital markets advisor to Alpha Capital.
Davis Polk & Wardwell LLP is serving as legal advisor to Alpha
Capital, and Mattos Filho as legal advisor on Brazilian
matters.
About Semantix
Semantix is Latin America’s first fully integrated data software
platform, with expected 2022 revenue of nearly $73 million. More
than 300 clients in over 15 countries use Semantix software and
services. The company was founded in 2010 by CEO Leonardo Santos.
For more information, visit semantix.com.br.
About Alpha Capital Acquisition Company
Alpha Capital (Nasdaq: ASPC) is a special purpose acquisition
company (“SPAC”) that has planned to combine its business with a
Latin American-focused technology company since its $230 million
initial public offering on Nasdaq in February 2021. The firm’s
founders and sponsors are Alec Oxenford, CEO and Chairman, and
Rafael Steinhauser, President and Director. The company’s
co-sponsors include Innova Capital, FJ Labs and Dr. Irwin Jacobs.
For more information, visit alpha-capital.io.
About Innova Capital
Founded in 2010 by Veronica Allende Serra, Innova is a reference
in Private Equity and Growth equity capital investments, focused on
innovation and based out of São Paulo. It acts globally, having
already invested, in addition to Latin America, in companies based
in the U.S., Europe and, more recently, in Asia. Innova manages
long term capital for its partners and leading family offices
across the globe. For more information visit
innovacapital.com.br.
About Inovabra Ventures
Inovabra Ventures (Semantix’s investor since 2017) is the
Corporate Venture Capital Fund of Bradesco, one of the largest
financial groups in Brazil. For more information, visit
inovabra.com.br/subhomes/ventures
About Crescera Capital
Founded in 2008, Crescera Capital (Semantix’s investor since
2019) is an independent asset management firm focused on Private
Equity and Venture Capital. Crescera invests mainly in education,
healthcare, technology and consumer goods and services. For more
information, visit www.crescera.com.
Forward-Looking Statements
The information in this press release includes “forward-looking
statements” within the meaning of the “safe harbor” provisions of
the United States Private Securities Litigation Reform Act of 1995.
Forward-looking statements may be identified by the use of words
such as “estimate,” “plan,” “project,” “forecast,” “intend,”
“will,” “expect,” “anticipate,” “believe,” “seek,” “target” or
other similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. These
forward-looking statements include, but are not limited to,
statements regarding estimates and forecasts of financial and
performance metrics, projections of market opportunity and market
share, expectations and timing related to commercial product
launches, potential benefits of the transaction and expectations
related to the terms and timing of the transaction. These
statements are based on various assumptions, whether or not
identified in this press release, and on the current expectations
of Semantix’s and Alpha Capital’s management and are not
predictions of actual performance. These forward-looking statements
are provided for illustrative purposes only and are not intended to
serve as, and must not be relied on by any investor as, a
guarantee, an assurance, a prediction or a definitive statement of
fact or probability. Actual events and circumstances are difficult
or impossible to predict and will differ from assumptions. Many
actual events and circumstances are beyond the control of Semantix
and Alpha Capital. These forward-looking statements are subject to
a number of risks and uncertainties, including those factors
discussed in Alpha Capital’s final prospectus that forms a part of
Alpha Capital’s Registration Statement on Form S-1 (Reg No.
333-252596), filed with the SEC pursuant to Rule 424(b)(4) on
February 18, 2021 (the “Prospectus”) under the heading “Risk
Factors,” and other documents of Alpha Capital filed, or to be
filed, with the Securities and Exchange Commission (“SEC”). If any
of these risks materialize or our assumptions prove incorrect,
actual results could differ materially from the results implied by
these forward-looking statements. There may be additional risks
that neither Alpha Capital nor Semantix presently know or that
Alpha Capital nor Semantix currently believe are immaterial that
could also cause actual results to differ from those contained in
the forward-looking statements. In addition, forward-looking
statements reflect Alpha Capital’s and Semantix’s expectations,
plans or forecasts of future events and views as of the date of
this press release. Alpha Capital and Semantix anticipate that
subsequent events and developments will cause Alpha Capital’s or
Semantix’s assessments to change. However, while Alpha Capital and
Semantix may elect to update these forward-looking statements at
some point in the future, Alpha Capital and Semantix specifically
disclaim any obligation to do so. These forward-looking statements
should not be relied upon as representing Alpha Capital’s or
Semantix’s assessments as of any date subsequent to the date of
this press release. Accordingly, undue reliance should not be
placed upon the forward-looking statements.
Additional Information About the Proposed Business
Combination and Where to Find It
The proposed business combination will be submitted to the
shareholders of Alpha Capital for their consideration. Alpha
Capital intends to file a registration statement on Form F-4 (the
“Registration Statement”) with the SEC which will include
preliminary and definitive proxy statements to be distributed to
Alpha Capital’s shareholders in connection with Alpha Capital’s
solicitation for proxies for the vote by Alpha Capital’s
shareholders in connection with the proposed transaction and other
matters as described in the Registration Statement, as well as the
prospectus relating to the offer of the securities to be issued in
connection with the completion of the proposed business
combination. After the Registration Statement has been filed and
declared effective, Alpha Capital will mail a definitive proxy
statement and other relevant documents to its shareholders as of
the record date established for voting on the proposed business
combination. Alpha Capital's shareholders and other interested
persons are advised to read, once available, the preliminary proxy
statement / prospectus and any amendments thereto and, once
available, the definitive proxy statement / prospectus, in
connection with Alpha Capital's solicitation of proxies for its
special meeting of shareholders to be held to approve, among other
things, the proposed transaction, because these documents will
contain important information about Alpha Capital, Semantix and the
proposed business combination. Shareholders may also obtain a copy
of the preliminary or definitive proxy statement, once available,
as well as other documents filed with the SEC regarding the
proposed business combination and other documents filed with the
SEC by Alpha Capital, without charge, at the SEC's website located
at www.sec.gov or by directing a request to 1230 Avenue of the
Americas, Fl. 16, New York, New York 10020.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN
APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY
AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS
OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
Participants in the Solicitation
Alpha Capital, Semantix and certain of their respective
directors, executive officers and other members of management,
employees and consultants may, under SEC rules, be deemed to be
participants in the solicitations of proxies from Alpha Capital’s
shareholders in connection with the proposed business combination.
Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of Alpha Capital’s
shareholders in connection with the proposed business combination
will be set forth in Alpha Capital’s proxy statement / prospectus
when it is filed with the SEC. You can find more information about
Alpha Capital’s directors and executive officers in the Prospectus.
Additional information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests will be included in the proxy statement / prospectus when
it becomes available. Shareholders, potential investors and other
interested persons should read the proxy statement / prospectus
carefully when it becomes available before making any voting or
investment decisions. You may obtain free copies of these documents
from the sources indicated above.
No Offer or Solicitation
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
This release relates to a potential financing through a private
placement of common stock of a newly formed holding company to be
issued in connection with the transaction. This press release shall
not constitute a “solicitation” as defined in Section 14 of the
Securities Exchange Act of 1934, as amended.
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Press Contact
Jonathan Lowe Advisor Press@alpha-capital.io
Investor Contact
Rahim Lakhani Chief Financial Officer rahim@alpha-capital.io
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