ASPCR / A SPAC III Acquisition Corp. - Equity Right - Документы SEC, Годовой отчет, Доверенное заявление

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40080 ALPHA CAPITAL ACQUISITION COMPANY (Exact name of registrant as spe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 0

Alpha Capital Acquisition Company Shareholders Approve Proposed Merger Transaction with Semantix Transaction Expected to Close on August 3rd, 2022

Exhibit 99.1 Alpha Capital Acquisition Company Shareholders Approve Proposed Merger Transaction with Semantix Transaction Expected to Close on August 3rd, 2022 NEW YORK ? August 2, 2022 ? Alpha Capital Acquisition Company (NASDAQ: ASPC), a special purpose acquisition company (?SPAC?) focused on technology in Latin America, today announced that Alpha Capital?s shareholders voted to approve its prop

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 2, 2022 ALPHA CAPITAL ACQUISITION COMPANY (Exact name of registrant as specified in its charter) Cayman Islands 001-40080 N/A (State or other jurisdiction of incorporation) (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 2, 2022 ALPHA CAPITAL ACQU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 2, 2022 ALPHA CAPITAL ACQUISITION COMPANY (Exact name of registrant as specified in its charter) Cayman Islands 001-40080 N/A (State or other jurisdiction of incorporation) (Co

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 1, 2022 ALPHA CAPITAL ACQUISITION COMPANY (Exact name of registrant as specified in its charter) Cayman Islands 001-40080 N/A (State or other jurisdiction of incorporat

BCA Second Amendment, dated August 1, 2022.

Exhibit 2.1 SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT This Second Amendment (this ?Amendment?) to that certain Business Combination Agreement, dated as of November 16, 2021, by and among Alpha Capital Holdco Company, an exempted company incorporated with limited liability in the Cayman Islands (?New PubCo?), Alpha Merger Sub I Company, an exempted company incorporated with limited liabili

Semantix Highlights Achievements In First Half of 2022 Momentum Demonstrates Strong Track Record for Growth and Innovation

Filed by Alpha Capital Acquisition Company Pursuant to Rule 425 of the Securities Act of 1933 Subject Company: Alpha Capital Holdco Company (Commission File No.

Semantix Announces Effectiveness of Alpha Capital’s F-4 Registration Statement Special Meeting of Alpha Capital Shareholders to Approve Business Combination, Scheduled for August 2, 2022 Upon Closing, the Combined Company’s Common Stock is Expected t

Filed by Alpha Capital Acquisition Company Pursuant to Rule 425 of the Securities Act of 1933 Subject Company: Alpha Capital Holdco Company (Commission File No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi

Podcast: Semantix GM Andre Frederico & Alpha Capital’s Rafael Steinhauser

425 1 dp175723425.htm FORM 425 Filed by Alpha Capital Acquisition Company Pursuant to Rule 425 of the Securities Act of 1933 Subject Company: Alpha Capital Holdco Company (Commission File No.: 333-262552) Podcast: Semantix GM Andre Frederico & Alpha Capital’s Rafael Steinhauser SPACInsider – https://spacinsider.com/2022/06/22/podcast-semantix-alpha-capital/ ### Nick: So just first off Andre, as on

Semantix Management Presentation for Investors and Analysts May 18, 2022

Filed by Alpha Capital Acquisition Company Pursuant to Rule 425 of the Securities Act of 1933 Subject Company: Alpha Capital Holdco Company (Commission File No.

LatAm’s Next Tech Unicorn: Join Semantix CEO, Alpha Capital President in Fireside Chat

Filed by Alpha Capital Acquisition Company Pursuant to Rule 425 of the Securities Act of 1933 Subject Company: Alpha Capital Holdco Company (Commission File No.

Semantix Management Presentation for Investors and Analysts May 18, 2022

Filed by Alpha Capital Acquisition Company Pursuant to Rule 425 of the Securities Act of 1933 Subject Company: Alpha Capital Holdco Company (Commission File No.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 18, 2022 ALPHA CAPITAL ACQUISITION COMPANY (Exact name of registrant as specified in its charter) Cayman Islands 001-40080 N/A (State or other jurisdiction of incorporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 18, 2022 ALPHA CAPITA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 18, 2022 ALPHA CAPITAL ACQUISITION COMPANY (Exact name of registrant as specified in its charter) Cayman Islands 001-40080 N/A (State or other jurisdiction of incorporatio

Disclaimer These materials and the related presentation (together with oral statements made in connection herewith, this “Presentation”) have been prepared solely for use at a presentation to research analysts with respect to a potential business com

Exhibit 99.1 The truly unified data platform Company Presentation May 2022 1 Disclaimer These materials and the related presentation (together with oral statements made in connection herewith, this ?Presentation?) have been prepared solely for use at a presentation to research analysts with respect to a potential business combination and related transactions (the ?Business Combination?) between Al

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . ALPHA CAPITAL ACQUISITION COMPANY

Semantix Welcomes Marcela Bretas as Chief Strategy Officer Former B3 Director to Spearhead Strategy, CVC, M&A and Investor Relations For Leading Brazilian Analytics Powerhouse

Filed by Alpha Capital Acquisition Company Pursuant to Rule 425 of the Securities Act of 1933 Subject Company: Alpha Capital Holdco Company (Commission File No.

Semantix to Host Virtual Management Presentation for Investors and Analysts May 18th, 2022

Filed by Alpha Capital Acquisition Company Pursuant to Rule 425 of the Securities Act of 1933 Subject Company: Alpha Capital Holdco Company (Commission File No.

1 Analyst Presentation The truly unified data platform April 2022

Exhibit 99.1 1 Analyst Presentation The truly unified data platform April 2022 2 These materials and the related presentation (together with oral statements made in connection herewith, this ?Presentation?) are for informational purposes only to assist interested parties in making their own evaluation with respect to a potential business combination and related transactions (the ?Business Combinat

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 19, 2022 ALPHA CAPITAL ACQUISITION COMPANY (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40080 98-1574856 (State or other jurisdiction of incorporation) (Commission File Number) (I.

Semantix Launches Analytics Chat Analytics Professionals Can Now Gain Instant AI-Driven Insights Regarding Business Performance Through Simple, Fast and Accurate Chat Functionality

425 1 dp171303425-jockey.htm FORM 425 Filed by Alpha Capital Acquisition Company Pursuant to Rule 425 of the Securities Act of 1933 Subject Company: Alpha Capital Holdco Company (Commission File No.: 333-262552) Semantix Launches Analytics Chat Analytics Professionals Can Now Gain Instant AI-Driven Insights Regarding Business Performance Through Simple, Fast and Accurate Chat Functionality April 2

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 13, 2022 ALPHA CAPITAL ACQUISITION COMPANY (Exact name of registrant as specified in its charter) Cayman Islands 001-40080 98-1574856 (State or other jurisdiction of inc

Amendment No. 1, dated April 13, 2022, to the Business Combination Agreement, dated as of November 16, 2021, by and among Alpha Capital Acquisition Company, Alpha Capital Holdco Company, Alpha Merger Sub I Company, Alpha Merger Sub II Company, Alpha Merger Sub III Company, and Semantix Tecnologia em Sistema de Informação S.A. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Alpha Capital Acquisition Company (File No. 001-40080) filed on April 13, 2022).

Exhibit 2.1 EXECUTION VERSION FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT This First Amendment (this ?Amendment?) to that certain Business Combination Agreement, dated as of November 16, 2021, by and among Alpha Capital Holdco Company, an exempted company incorporated with limited liability in the Cayman Islands (?New PubCo?), Alpha Merger Sub I Company, an exempted company incorporated with

Semantix Introduces Data & AI Marketplace to Semantix Data Platform New Features Significantly Streamline Speed to Insights with Plug-and-Play Data Sets and Algorithms

425 1 dp170726425.htm FORM 425 Filed by Alpha Capital Acquisition Company Pursuant to Rule 425 of the Securities Act of 1933 Subject Company: Alpha Capital Holdco Company (Commission File No.: 333-262552) Semantix Introduces Data & AI Marketplace to Semantix Data Platform New Features Significantly Streamline Speed to Insights with Plug-and-Play Data Sets and Algorithms April 06, 2022 09:00 AM Eas

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PUR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-4

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, As Amended*

Exhibit 4.1 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, As Amended The following description sets forth certain material terms and provisions of the securities of Alpha Capital Acquisition Company (?we,? ?us? or ?our?) that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?). The following d

Promissory Note dated March 7, 2022, issued by Alpha Capital Acquisition Company to Alpha Capital Sponsor LLC

Exhibit 10.1 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2022 (March 7, 2022) ALPHA CAPITAL ACQUISITION COMPANY (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40080 98-1574856 (State or other jurisdiction of incorporation) (Commission File Number) (I.

ALPHA CAPITAL ACQUISITION-A 0.00000000 / Sculptor Capital LP - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* ALPHA CAPITAL ACQUISITION COMPANY (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G0316P130 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriat

Alpha Capital Acquisition Company Files Registration Statement on Form F-4 in Proposed Merger with Semantix

425 1 dp166740425.htm FORM 425 Filed by Alpha Capital Acquisition Company Pursuant to Rule 425 of the Securities Act of 1933 Subject Company: Alpha Capital Holdco Company (Commission File No.: 132-) Alpha Capital Acquisition Company Files Registration Statement on Form F-4 in Proposed Merger with Semantix February 07, 2022 09:00 AM Eastern Standard Time NEW YORK, NY – (BUSINESS WIRE) – Alpha Capit

ALPHA CAPITAL ACQUISITION-A 0.00000000 / Alpha Capital Sponsor LLC - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No.)* Under the Securities Exchange Act of 1934 Alpha Capital Acquisition Company (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G0316P 130** (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropria

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . ALPHA CAPI

ALPHA CAPITAL ACQUISITION COMPANY Index to Balance Sheet Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of February 23, 2021 (As Restated) F-3 Notes to Balance Sheet (As Restated) F-4

Exhibit 99.1 ALPHA CAPITAL ACQUISITION COMPANY Index to Balance Sheet Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of February 23, 2021 (As Restated) F-3 Notes to Balance Sheet (As Restated) F-4 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Alpha Capital Acquisition Company Opinion on the Financial Sta

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No.

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 23, 2021 ALPHA CAPITAL ACQUISITION COMPANY (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40080 98-1574856 (State or other jurisdiction of incorporation) (Commission File Number) (I.

Filed by Alpha Capital Acquisition Company

Filed by Alpha Capital Acquisition Company Pursuant to Rule 425 of the Securities Act of 1933 Subject Company: Alpha Capital Acquisition Company (Commission File No.

Filed by Alpha Capital Acquisition Company

425 1 dp162049425.htm FORM 425 Filed by Alpha Capital Acquisition Company Pursuant to Rule 425 of the Securities Act of 1933 Subject Company: Alpha Capital Acquisition Company (Commission File No.: 001-40080) The following communication was made available on Twitter: Forward-Looking Statements The information herein includes “forward-looking statements” within the meaning of the “safe harbor” prov

Business Combination Agreement, dated as of November 16, 2021, by and among New PubCo, First Merger Sub, Second Merger Sub, Third Merger Sub, the Company and SPAC*

Exhibit 2.1 EXECUTION VERSION BUSINESS COMBINATION AGREEMENT by and among ALPHA CAPITAL HOLDCO COMPANY, ALPHA MERGER SUB I COMPANY, ALPHA MERGER SUB II COMPANY, ALPHA MERGER SUB III COMPANY, SEMANTIX TECNOLOGIA EM SISTEMA DE INFORMA??O S.A. and ALPHA CAPITAL ACQUISITION COMPANY dated as of November 16, 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 4 1.1. Defined Terms 4 ARTICLE II NEWCO FORMAT

Form of Non-Redemption Agreement

Exhibit 10.4 EXECUTION VERSION SHAREHOLDER NON-REDEMPTION AGREEMENT THIS SHAREHOLDER NON-REDEMPTION AGREEMENT (this ?Agreement?) is made and entered into as of November 16, 2021 by and among Alpha Capital Acquisition Company, an exempted company incorporated with limited liability in the Cayman Islands (?Alpha?), and Innova Capital SPAC, LP, an exempted limited partnership registered in and formed

Form of A&R Registration Rights Agreement

Exhibit 10.8 EXECUTION VERSION FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2021, is made and entered into by and among Alpha Capital Holdco Company, an exempted company incorporated with limited liability in the Cayman Islands (?New PubCo? or the ?Company?), DDT Investments Ltd., a BVI busin

Form of Sponsor Letter Agreement

Exhibit 10.5 EXECUTION VERSION November 16, 2021 Alpha Capital Acquisition Company 1230 Avenue of the Americas Floor 16 New York, NY 10020 Alpha Capital Holdco Company 1230 Avenue of the Americas, 16th Floor New York, NY 10020 Semantix Tecnologia em Sistema de Informa??o S.A. Av. Eus?bio Matoso, 1.375, 10? andar S?o Paulo, S?o Paulo, Brazil, CEP 05423-180 Re: Sponsor Letter Agreement Ladies and Ge

Data Software Platform Semantix to Become Publicly Traded on Nasdaq via SPAC Merger with Alpha Capital Alpha Capital is the first Latin American-focused technology SPAC to merge with a target company Latin America’s first fully integrated data softwa

Exhibit 99.1 Confidential - Not for immediate release 1 of 5 Data Software Platform Semantix to Become Publicly Traded on Nasdaq via SPAC Merger with Alpha Capital 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 Seman

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2021 ALPHA CAPITAL ACQ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2021 ALPHA CAPITAL ACQUISITION COMPANY (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40080 98-1574856 (State or other jurisdiction of incorporation) (Commission File Number) (I.

Disclaimer These materials and the related presentation (together with oral statements made in connection herewith, this “Presentation”) are for informational purposes only to assist interested parties in making their own evaluation with respect to a

Exhibit 99.2 The truly unified data platform Investor Presentation November 2021 Disclaimer These materials and the related presentation (together with oral statements made in connection herewith, this ?Presentation?) are for informational purposes only to assist interested parties in making their own evaluation with respect to a potential business combination and related transactions (the ?Busine

Form of Shareholders Agreement

Exhibit 10.6 EXECUTION VERSION FORM OF SHAREHOLDERS AGREEMENT This Shareholders Agreement (this ?Agreement?) is made and entered into as of November 16, 2021, by and among Alpha Capital Holdco Company, an exempted company incorporated with limited liability in the Cayman Islands (the ?Company?), DDT Investments Ltd., a BVI business company incorporated in the British Virgin Islands, Cumorah Group

Form of Exchange Agreement*

Exhibit 10.7 EXECUTION VERSION EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (this ?Agreement?) is made and entered into as of November 17, 2021 (the ?Effective Date?) by and among Alpha Capital Holdco Company, an exempted company incorporated with limited liability in the Cayman Islands (?New PubCo?), Semantix Tecnologia em Sistema de Informa??o S.A., a sociedade an?nima organized under the laws of

Form of Voting and Support Agreement*

Exhibit 10.1 EXECUTION VERSION VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (this ?Agreement?) is made and entered into as of November 16, 2021 (the ?Effective Date?) by and among Alpha Capital Holdco Company, an exempted company incorporated with limited liability in the Cayman Islands (?New PubCo?), Semantix Tecnologia em Sistema de Informa??o S.A., a sociedade an?nima organize

Form of Lock-up Agreement*

Exhibit 10.2 EXECUTION VERSION LOCK-UP AGREEMENT This Lock-Up Agreement (this ?Agreement?) is made as of November 16, 2021, by and among Alpha Capital Holdco Company, an exempted company incorporated with limited liability in the Cayman Islands, an exempted company incorporated with limited liability in the Cayman Islands (?New PubCo?), Alpha Capital Acquisition Company, an exempted company incorp

Form of PIPE Subscription Agreement

Exhibit 10.3 Execution Version SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into this [?] day of [?] 2021, by and among Alpha Capital Acquisition Company, a Cayman Islands exempted company (the ?Issuer?), Alpha Capital Holdco Company, a Cayman Islands exempted company (?New Pubco?) and the undersigned (?Subscriber? or ?you?). Defined terms used but

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2021 ALPHA CAPITAL ACQUISITION COMPANY (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40080 98-1574856 (State or other jurisdiction of incorporation) (Commission File Number) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . ALPHA CAPITAL ACQUISITION COMP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . ALPHA CAPITAL ACQUISITION COMPANY (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . ALPHA CAPITAL ACQUISITION COMPANY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-40080 (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: March 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on F

Alpha Capital Acquisition Company Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing April 12, 2021

Exhibit 99.1 FOR IMMEDIATE RELEASE Alpha Capital Acquisition Company Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing April 12, 2021 New York, April 12, 2021 ? Alpha Capital Acquisition Company (the ?Company?) announced that, commencing today, holders of the units sold in the Company's initial public offering of 23,000,000 units completed on February 23, 2021,

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2021 (April 12, 2021) ALPHA CAPITAL ACQUISITION COMPANY (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40049 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* (Name of Issuer) ALPHA CAPITAL ACQUISITION COMPANY (Name of Issuer) Class A ordinary shares, par value $0

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* (Name of Issuer) ALPHA CAPITAL ACQUISITION COMPANY (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G0316P114** (CUSIP Number) February 26, 2021 (Date of Event Which Requires Filing of this Statem

ALPHA CAPITAL ACQUISITION COMPANY Index to Balance Sheet

Exhibit 99.1 ALPHA CAPITAL ACQUISITION COMPANY Index to Balance Sheet Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of February 23, 2021 F-3 Notes to Balance Sheet F-4 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Alpha Capital Acquisition Company Opinion on the Financial Statement We have audited the a

Financial Statements and Exhibits, Other Events

8-K 1 dp1466128k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2021 ALPHA CAPITAL ACQUISITION COMPANY (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39751 N/A (State or other jurisdi

Warrant Agreement, dated February 18, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent.

Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of February 18, 2021, is by and between Alpha Capital Acquisition Company, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warrant Agent,? and also referred to herein as the ?Transfer Agent?). WHEREAS,

Indemnity Agreement, dated February 18, 2021, between the Company and Rafael Steinhauser.

Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of February 18, 2021, by and between ALPHA CAPITAL ACQUISITION COMPANY, a Cayman Islands exempted company (the ?Company?), and Rafael Steinhauser (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacitie

Underwriting Agreement, dated February 18, 2021, between the Company and Citigroup Global Markets Inc. and BofA Securities, Inc., as representatives of the several underwriters.

Exhibit 1.1 Alpha Capital Acquisition Company 20,000,000 Units UNDERWRITING AGREEMENT New York, New York February 18, 2021 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 BofA Securities, Inc. One Bryant Park New York, New York 10036 as Representatives of the several underwriters listed in Schedule I hereto (the ?Underwriters?) Ladies and Gentlemen: Alpha Capital Acquis

Indemnity Agreement, dated February 18, 2021, between the Company and Kirill Malatov.

Exhibit 10.13 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of February 18, 2021, by and between ALPHA CAPITAL ACQUISITION COMPANY, a Cayman Islands exempted company (the ?Company?), and Kirill Matalov (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities u

Indemnity Agreement, dated February 18, 2021, between the Company and Amos Genish.

Exhibit 10.10 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of February 18, 2021, by and between ALPHA CAPITAL ACQUISITION COMPANY, a Cayman Islands exempted company (the ?Company?), and Amos Genish (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unle

A Letter Agreement, dated February 18, 2021, among the Company and its officers and directors and Alpha Capital Sponsor LLC.

EX-10.1 5 dp146612ex1001.htm EXHIBIT 10.1 Exhibit 10.1 February 18, 2021 Alpha Capital Acquisition Company 1230 Avenue of the Americas Floor 16 New York, NY 10020 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Alpha Capital Acquis

Indemnity Agreement, dated February 18, 2021, between the Company and Ariel Lebowits.

Exhibit 10.11 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of February 18, 2021, by and between ALPHA CAPITAL ACQUISITION COMPANY, a Cayman Islands exempted company (the ?Company?), and Ariel Lebowits (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities u

Indemnity Agreement, dated February 18, 2021, between the Company and David Lorié.

Exhibit 10.12 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of February 18, 2021, by and between ALPHA CAPITAL ACQUISITION COMPANY, a Cayman Islands exempted company (the ?Company?), and David Lori? (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unle

Private Placement Warrants Purchase Agreement, dated Alpha Capital Sponsor LLC, between the Company and the Sponsor.

Exhibit 10.5 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 18, 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and between Alpha Capital Acquisition Company, a Cayman Islands exempted company (the ?Company?), and Alpha Capital Sponsor LLC, a Cayman Islands limited liability company (the ?Pu

Alpha Capital Acquisition Company Announces Pricing of $200 Million Initial Public Offering

Exhibit 99.1 Alpha Capital Acquisition Company Announces Pricing of $200 Million Initial Public Offering New York ? February 18, 2021 ? Alpha Capital Acquisition Company (?Alpha? or the ?Company?) announced today that it priced its initial public offering of 20,000,000 units at $10.00 per unit. The units are expected to be listed on the Nasdaq Capital Market (?Nasdaq?) and trade under the ticker s

Indemnity Agreement, dated February 18, 2021, between the Company and Rahim Lakhani.

Exhibit 10.8 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of February 18, 2021, by and between ALPHA CAPITAL ACQUISITION COMPANY, a Cayman Islands exempted company (the ?Company?), and Rahim Lakhani (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unl

Registration Rights Agreement, dated February 18, 2021, between the Company and certain security holders.

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of February 18, 2021, is made and entered into by and among Alpha Capital Acquisition Company, a Cayman Islands exempted company (the ?Company?), Alpha Capital Sponsor LLC, a Cayman Islands limited liability company (the ?Sponsor?) and each of the undersigned parties listed on the signature p

Indemnity Agreement, dated February 18, 2021, between the Company and Alec Oxenford.

Exhibit 10.6 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of February 18, 2021, by and between ALPHA CAPITAL ACQUISITION COMPANY, a Cayman Islands exempted company (the ?Company?), and Alec Oxenford (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unl

Amended and Restated Memorandum and Articles of Association.

Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF alpha capital acquisition company (adopted by special resolution dated 9 February 2021 and effective on 18 February 2021) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATIO

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2021 (February 18, 2021) ALPHA CAPITAL ACQUISITION COMPANY (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39751 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.

Indemnity Agreement, dated February 18, 2021, between the Company and Alfredo Capote.

Exhibit 10.9 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of February 18, 2021, by and between ALPHA CAPITAL ACQUISITION COMPANY, a Cayman Islands exempted company (the ?Company?), and Alfredo Capote (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities un

Administrative Services Agreement, dated February 18, 2021, between the Company and Alpha Capital Sponsor LLC.

Exhibit 10.4 ALPHA CAPITAL ACQUISITION COMPANY 1230 Avenue of the Americas, Floor 16 New York, NY 10020 February 18, 2021 Alpha Capital Sponsor LLC 1230 Avenue of the Americas Floor 16 New York, NY 10020 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this ?Agreement?) by and between Alpha Capital Acquisition Company (the ?Company?) and Alpha Capital Sponsor LLC

Investment Management Trust Agreement, dated February 18, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee.

EX-10.2 6 dp146612ex1002.htm EXHIBIT 10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 18, 2021 by and between Alpha Capital Acquisition Company, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the C

Alpha Capital Acquisition Company $200,000,000 20,000,000 Units

Filed Pursuant to Rule 424(b)(4) Registration No. 333-252596 Alpha Capital Acquisition Company $200,000,000 20,000,000 Units Alpha Capital Acquisition Company is a newly incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combi

- FORM 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ALPHA CAPITAL ACQUISITION COMPANY (Exact Name of Registrant as Specified in Its Charter) Cayman Islands N/A (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 1230 Avenue

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Alpha Capital Acquisition Company 1230 Avenue of the Americas New York, NY 10020 February 16, 2021 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

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February 16, 2021 VIA EDGAR Geoff Kruczek Special Counsel Division of Corporation Finance U.

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New York Northern California Washington DC S?o Paulo London Paris Madrid Tokyo Beijing Hong Kong Derek Dostal Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 212 450 4111 tel 212 701 5111 fax Derek.

- FORM S-1A

As filed with the U.S. Securities and Exchange Commission on February 11, 2021. Registration No. 333-252596 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Alpha Capital Acquisition Company (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdi

- FORM S-1/A

As filed with the U.S. Securities and Exchange Commission on February 9, 2021. Registration No. 333-252596 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Alpha Capital Acquisition Company (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdic

Amended and Restated Memorandum and Articles of Association.

EX-3.2 3 dp145784ex0302.htm EXHIBIT 3.2 Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF alpha capital acquisition company (adopted by special resolution dated 9 february 2021 and effective on [*] february 2021) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMEN

Form of Underwriting Agreement.

Exhibit 1.1 Alpha Capital Acquisition Company [20,000,000] Units UNDERWRITING AGREEMENT New York, New York [●], 2021 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 BofA Securities, Inc. One Bryant Park New York, New York 10036 as Representatives of the several underwriters listed in Schedule I hereto (the “Underwriters”) Ladies and Gentlemen: Alpha Capital Acquisition

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New York Northern California Washington DC S?o Paulo London Paris Madrid Tokyo Beijing Hong Kong Derek Dostal Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 212 450 4111 tel 212 701 5111 fax Derek.

Securities Purchase Assignment Agreement between Rafael Steinhauser and David Lorié.

EX-10.9 17 dp145120ex1009.htm EXHIBIT 10.9 Exhibit 10.9 SECURITIES ASSIGNMENT AGREEMENT This Securities Assignment Agreement (this “Agreement”), dated as of January 23, 2021, is made and entered into by and between Rafael Steinhauser (the “Initial Purchaser”) and David Lorié (the “Purchaser”). WHEREAS, Alpha Capital Acquisition Company (the “Company”) and the Initial Purchaser entered into that ce

Consent of Amos Genish

EX-99.2 22 dp145120ex9902.htm EXHIBIT 99.2 Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Alpha Capital Acquisition Company of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as

Securities Purchase Assignment Agreement between David Lorié and Alpha Capital Sponsor LLC.

Exhibit 10.10 SECURITIES ASSIGNMENT AGREEMENT This Securities Assignment Agreement (this “Agreement”), dated as of January 23, 2021, is made and entered into by and between Alpha Capital Sponsor LLC, a Cayman Islands limited liability exempted company (the “Sponsor”) and David Lorié (the “Purchaser”). WHEREAS, Alpha Capital Acquisition Company (the “Company”) and Rafael Steinhauser (the “Initial P

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.

EX-10.2 10 dp145120ex1002.htm EXHIBT 10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Alpha Capital Acquisition Company, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s

Form of Private Placement Warrants Purchase Agreement among the Registrant and Alpha Capital Sponsor LLC.

EX-10.4 12 dp145120ex1004.htm EXHIBIT 10.4 Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Alpha Capital Acquisition Company, a Cayman Islands exempted company (the “Company”), and Alpha Capital Sponsor LLC, a Cayman Islands

Memorandum and Articles of Association.

Exhibit 3.1 THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF ALPHA CAPITAL ACQUISITION COMPANY THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF ALPHA CAPITAL ACQUISITION COMPANY 1 The name of the Company is Alpha Capital Acquisition Company. 2 The Registered Offi

Promissory Note Assignment Agreement between Rafael Steinhauser and Alpha Capital Sponsor LLC.

EX-10.7 15 dp145120ex1007.htm EXHBIT 10.7 Exhibit 10.7 ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AGREEMENT (“Agreement”) is made and entered into as of January 23, 2021, by and among (i) Rafael Steinhauser (the “Assignor”); (ii) Alpha Capital Sponsor LLC, a Cayman Islands limited liability company (the “Assignee”); and (iii) Alpha Capital Acquisition Company, a Cayman Islands exempted co

Consent of Ariel Lebowits

EX-99.3 23 dp145120ex9903.htm EXHIBIT 99.3 Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Alpha Capital Acquisition Company of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as

Form of Letter Agreement among the Registrant, Alpha Capital Sponsor LLC and each of the officers and directors of the Registrant.

EX-10.1 9 dp145120ex1001.htm EXHIBIT 10.1 Exhibit 10.1 [●], 2021 Alpha Capital Acquisition Company 1230 Avenue of the Americas Floor 16 New York, NY 10020 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Alpha Capital Acquisition Co

Form of Administrative Services Agreement between the Registrant and Alpha Capital Sponsor LLC.

EX-10.11 19 dp145120ex1011.htm EXHIBIT 10.11 Exhibit 10.11 ALPHA CAPITAL ACQUISITION COMPANY 1230 Avenue of the Americas, Floor 16 New York, NY 10020 [●], 2021 Alpha Capital Sponsor LLC 1230 Avenue of the Americas Floor 16 New York, NY 10020 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this “Agreement”) by and between Alpha Capital Acquisition Company (the “Co

Specimen Unit Certificate.

EX-4.1 3 dp145120ex401.htm EXHIBIT 4.1 Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [●] ALPHA CAPITAL ACQUISITION COMPANY UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units of Alpha Capital Acquisition Company, a Cayma

Specimen Ordinary Share Certificate.

Exhibit 4.2 NUMBER SHARES C-[●] SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [●] ALPHA CAPITAL ACQUISITION COMPANY CLASS A ORDINARY SHARES THIS CERTIFIES THAT is the owner of Class A ordinary shares, par value $0.0001 per share (each, a “Class A Ordinary Share”), of Alpha Capital Acquisition Company, a Cayman Islands exempted company (the “Company”), transferable on the books of the Company in person

Securities Purchase Agreement between Alpha Capital Acquisition Company and Rafael Steinhauser.

Exhibit 10.8 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”), effective as of December 11, 2020, is made and entered into by and between Alpha Capital Acquisition Company, a Cayman Islands exempted company (the “Company”), and Rafael Steinhauser (the “Buyer”). RECITALS: WHEREAS, the Buyer wishes to subscribe for an aggregate of 5,750,000 Class B ordinary shares

Power of Attorney (included in the signature page to the initial filing of this Registration Statement).

As filed with the U.S. Securities and Exchange Commission on January 29, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Alpha Capital Acquisition Company (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or

Specimen Warrant Certificate.

EX-4.3 5 dp145120ex403.htm EXHIBIT 4.3 Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW ALPHA CAPITAL ACQUISITION COMPANY. Incorporated Under the Laws of the Cayman Islands CUSIP [●] Warrant Certificate This Warrant Certificate certifies t

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

EX-4.4 6 dp145120ex404.htm EXHIBIT 4.4 Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Alpha Capital Acquisition Company, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as t

Form of Code of Ethics.

EX-14.1 24 dp145120ex1401.htm EXHIBIT 14.1 Exhibit 14.1 Alpha Capital Acquisition Company Code of Ethics Adopted , 2021 Introduction This Code of Ethics (“Code”) has been adopted by the Board of Directors (the “Board”) of Alpha Capital Acquisition Company (together with its subsidiaries, if any, the “Company”) and summarizes the standards that must guide our actions. While covering a wide range of

Promissory Note issued to Rafael Steinhauser.

EX-10.6 14 dp145120ex1006.htm EXHIBIT 10.6 Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY I

Form of Registration Rights Agreement among the Registrant, Alpha Capital Sponsor LLC and the Holders signatory thereto.

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Alpha Capital Acquisition Company, a Cayman Islands exempted company (the “Company”), Alpha Capital Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature page here

Form of Indemnity Agreement.

Exhibit 10.5 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [·], 2021, by and between ALPHA CAPITAL ACQUISITION COMPANY, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are p

Consent of David Lorié

Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by Alpha Capital Acquisition Company of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Alph

As confidentially submitted to the U.S. Securities and Exchange Commission on December 29, 2020.

As confidentially submitted to the U.S. Securities and Exchange Commission on December 29, 2020. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Alpha Capital Acquisition Company (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of