Semantix, Latin America’s first fully-integrated data software platform, has entered into a definitive agreement to merge with Alpha Capital. If the deal is approved, it will mark the first time a Latin American-focused technology SPAC has merged with a target company.
The combined company will have a pro forma enterprise value of $693 million, assuming no redemptions. The transaction is funded with $324 million, including $230 million from the Alpha Capital trust as well as a $94 million PIPE, with participation from Inovabra Ventures (a fully owned subsidiary of Bradesco, one of Brazil’s 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 the minimum cash of $85 million required to close the deal.
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 is expected to close by the second quarter of 2022. Read more.
