Merger ASPCU

Data Software Platform Semantix to Become Publicly Traded on Nasdaq via SPAC Merger with Alpha Capital

, SPAC Research

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).

The announcement marks the first time a Latin American-focused technology SPAC has merged with a target company..

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 under the ticker symbol STIX.

In connection with the transaction, institutional investors have committed approximately $94 million in subscriptions to a 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 combined company will have a pro forma enterprise value of $693 million, assuming a $10.00 per share price and 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% ASPC shareholders, and 4.9% Alpha Capital sponsors.

Current Semantix management will also participate in an earnout based on future share price performance.

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.

Both Boards of Directors have unanimously approved the said business combination, which is expected to close in the second quarter of 2022, subject to shareholder approval and other customary closing conditions.

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