Exhibit 15.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction The following unaudited pro forma condensed
combined balance sheet as of December 31, 2021 combines the historical audited consolidated balance sheet of Semantix as of December 31, 2021, with the historical audited balance sheet of Alpha as of December 31, 2021, giving pro
forma effect to the Business Combination and related transactions, as if they had occurred as of December 31, 2021. The following unaudited pro
forma condensed combined statement of operations for the year ended December 31, 2021 combines the historical statements of operations of Semantix and Alpha for such period on a pro forma basis as if the Business Combination, the PIPE
Financing, and the step-acquisition of LinkAPI by Semantix that occurred on June 30, 2021 (for the remaining 49% ownership) had occurred on January 1, 2021, the beginning of the earliest period presented. The unaudited pro forma condensed combined balance sheet as of December 31, 2021, has been derived from:  

the historical audited financial statements of Alpha as of and for the year ended December 31, 2021, and the
related notes thereto incorporated by reference in this Shell Company Report on Form 20-F; and  

the historical audited consolidated financial statements of Semantix as of and for the year ended
December 31, 2021, and the related notes thereto incorporated by reference in this Shell Company Report on Form 20-F. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2021, has been derived from:  

the historical audited financial statements of Alpha as of and for the year ended December 31, 2021, and the
related notes thereto incorporated by reference in this Shell Company Report on Form 20-F; and  

the historical audited consolidated financial statements of Semantix as of and for the year ended
December 31, 2021, and the related notes thereto incorporated by reference in this Shell Company Report on Form 20-F. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X which incorporates requirements to depict the accounting for the transaction (Transaction Accounting Adjustments). Semantix has elected not to present any estimates related to potential synergies and
other transaction effect that are reasonably expected to occur or have already occurred and will only be presenting Transaction Accounting Adjustments in unaudited pro forma condensed combined financial information.




---

This information should be read together with the financial statements and related notes, as applicable, for
each of Semantix and Alpha and their respective Managements Discussion and Analysis of Financial Condition and Results of Operations and other financial information incorporated by reference in this Shell Company Report on Form 20-F.




---

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF DECEMBER 31, 2021 (In thousands of Brazilianreais)  Semantix(IFRSHistorical)


Alpha (USGAAP,Historical,Translatedtoreais)


IFRSConversionandPresentationAlignment(Note 4)


TransactionAccountingAdjustments- BusinessCombination





Pro FormaCombinedASSETSCurrent assetsCash and cash equivalents

R$
52,149


R$
2,190


R$



R$
185,815



A


R$
683,167522,530



B(6,232
)


C (ii)(25,397
)


C (iii)(46,431
)


C (iii)(1,457
)


C (v)Prepaid expenses and other






1,756















1,756Trade receivables and other, net


36,525



















36,525Licenses held for sale






















Tax receivables


4,993



















4,993Cash and investments held in Trust Account






1,283,685







(185,815
)


A



(1,097,870
)


E (i)Deferred offering costs






















Other assets


18,019











(5,131
)


C (v)



12,888Total current assets


111,686



1,287,631







(659,988
)






739,329Non-current assetsTrade receivables, net






















Property and equipment, net


3,555



















3,555Right of use asset


2,976



















2,976Intangible assets, net


74,628



















74,628Deferred tax asset


11,698



















11,698Derivatives financial instruments


1,308



















1,308Prepaid expenses






















Other assets


584



















584Total non-current assets


94,749



















94,749Total assets

R$
206,435


R$
1,287,631


R$



R$
(659,988
)





R$
834,078LIABILITIESCurrent liabilitiesLoans and borrowings

R$
44,060


R$



R$



R$







R$
44,060Trade and other payables


78,389











(1,457
)


C (v)



76,932Lease liabilities


1,094



















1,094Accrued offering costs and expenses






6,232







(6,232
)


C (ii)



Other liabilities


14,628



















14,628Taxes payable


3,859



















3,859Total current liabilities


142,030



6,232







(7,689
)






140,573Non-current liabilitiesLoans and borrowings


102,534



















102,534Lease liabilities


2,250



















2,250Warrant liability






85,735















85,735Deferred underwriting discount






44,918







(44,918
)


C (i)



Derivatives financial instruments






















Other liabilities


16,487







1,283,377



(1,283,377
)


E (i)



133,316116,829



FDeferred income tax


7,029



















7,029Total non-current liabilities


128,300



130,653



1,283,377



(1,211,466
)






330,864




---

Total Liabilities

R$
270,330


R$
136,885


R$
1,283,377


R$
(1,219,155
)





R$
471,437Net Assets

R$
(63,895
)

R$
1,150,746


R$
(1,283,377
)

R$
559,167






R$
362,641Shareholders EquityCommitments and contingenciesClass A ordinary shares subject to possible redemption, 23,000,000 shares at redemption
value






1,283,377



(1,283,377
)










EquityShare capital (historical)


55,818











(55,818
)


D



Class B Ordinary shares, $0.0001 par value, 20,000,000 shares authorized; 5,750,000 shares
issued and outstanding






3







(3
)


E (iii)



Share Capital (New Semantix)














5



B



4540



E (ii)Additional paid-in capital (APIC)














185,507



E (i)



793,341(46,431
)


C (iii)41,599



C (iv)(5,131
)


C (v)55,818



D(40
)


E (ii)3



E (iii)269,433



E (iv)(116,829
)


F522,525



B(113,113
)


GForeign currency translation reserve


(1,022
)


















(1,022
)Capital reserves


15,999



















15,999Accumulated loss


(140,477
)


(132,634
)






44,918



C (i)



(451,509
)(25,397
)


C (iii)(41,599
)


C (iv)(269,433
)


E (iv)113,113



GEquity attributable to owners of the company


(69,682
)


(132,631
)






559,167







356,854Non-controlling interests


5,787



















5,787Total (deficit) equity

R$
(63,895
)

R$
(132,631
)

R$



R$
559,167






R$
362,641Total equity and liabilities

R$
206,435


R$
1,287,631


R$



R$
(659,988
)





R$
834,078




---

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2021 (in thousands of Brazilianreais, except share and per share amounts)  Semantix(IFRS,Historical)


TransactionAccountingAdjustments- Acquisitionof LinkAPI


Alpha (USGAAP,Historical,Translatedtoreais)


TransactionAccountingAdjustments- BusinessCombination


Pro FormaCombinedRevenue

R$
211,659


R$



R$



R$



R$
211,659Cost of sales


(125,454
)














(125,454
)Gross profit


86,205















86,205Formation and operating costs










(12,442
)


3,569
AA


(8,873
)Sales and marketing expenses


(36,693
)














(36,693
)General and administrative expenses


(81,522
)














(81,522
)Research and development


(19,920
)














(19,920
)Change in fair value of warrant liability










3,843







3,843Offering costs allocated to warrants










(3,074
)






(3,074
)Other expenses


(9,205
)










(269,433
) CC


(320,237
)(41,599
) DDOperating loss


(61,135
)






(11,673
)


(307,463
)


(380,271
)Financial income


6,528







299



(299
) BB


6,528Financial expenses


(21,508
)














(21,508
)Net financial results


(14,980
)






299



(299
)


(14,980
)Loss before income tax


(76,115
)






(11,374
)


(307,762
)


(395,251
)Income tax


7,741















7,741Loss for the period

R$
(68,374
)

R$



R$
(11,374
)

R$
(307,762
)

R$
(395,251
)Profit (loss) attributed to:Controlling interests


(68,188
)


174
EE


(11,374
)


(307,762
)


(387,150
)Non-controlling interests


(186
)


(174
) EE










(360
)Weighted average shares outstanding of Class A ordinary shareholders


1,643,585







19,651,099







79,629,561Basic and diluted losses per share

R$
(41.49
)





R$
(0.45
)





R$
(4.86)Weighted average shares outstanding of Class B ordinary shares










5,640,797Basic and diluted losses per share









R$
(0.45
)




---

Note 1 - Description of the Business Combination On November 16, 2021, Alpha, Semantix, New Semantix, and the Merger Subs entered into the Business Combination Agreement. As a result of the transactions
contemplated by the Business Combination Agreement, each of Alpha and Semantix became wholly-owned subsidiaries of New Semantix with the shareholders of Semantix and the shareholders of Alpha becoming shareholders of New Semantix and receiving
Ordinary Shares. Certain Semantix shareholders are expected to receive additional consideration in the form of
earn-out of New Semantix Ordinary Shares totaling up to an additional 2,500,000 newly issued New Semantix Ordinary Shares, subject to meeting certain price targets. The Sponsor has agreed that 862,500 New
Semantix Ordinary Shares which were issued to the Sponsor and the current beneficial owners of the Sponsor upon the Closing of the Business Combination in respect of the Alpha Class B Ordinary Shares formerly held by the Sponsor will be
unvested and subject to the restrictions and forfeiture provisions, including vesting requirements based on those same earn-out price targets. See The Business Combination Agreementincluded
in the proxy statement/prospectus that was filed by the Company with the SEC on July 11, 2022. In connection with the execution of the Business
Combination Agreement, Alpha and New Semantix also entered into separate Subscription Agreements, each dated November 16, 2021, with the PIPE Investors, pursuant to which, and subject to the terms and conditions thereto, the PIPE Investors
collectively subscribed for an aggregate of 9,364,500 Alpha Class A Ordinary Shares for an aggregate purchase price of R$522,529,736 ($93,645,000). The PIPE Financing was consummated immediately prior to the closing of the Business Combination
and each Alpha Class A Ordinary Share subscribed for by the PIPE Investors was exchanged for one New Semantix Ordinary Share, substantially concurrently with the closing of the Business Combination. Alpha does not qualify as a business as it is a shell company holding only cash raised as part of its original equity issuance. As a result, the Business
Combination does not qualify as a business combination within the meaning of IFRS 3, Business Combinations; rather, the Business Combination is accounted for as a capital reorganization in accordance with IFRS 2, Share-Based
Payments. Refer to Note 3 - Accounting for the Business Combination for more details. For a description of the Business Combination and certain
agreements executed in connection therewith, see The Business Combination Agreement and Certain Agreements Related to the Business Combination included in the proxy statement/prospectus that was filed by the
Company with the SEC on July 11, 2022. Note 2-Basis of Presentation The unaudited pro forma condensed combined financial information is for illustrative purposes only. The financial results may have been different had the
companies always been combined and should not be relied on as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that New Semantix will experience. Semantix and Alpha
have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies. The unaudited pro forma condensed combined statement of operations reflects the step-acquisition of LinkAPI by Semantix that occurred on June 30, 2021
(for the remaining 49% ownership) as if it had occurred on January 1, 2021, the beginning of the earliest period presented.




---

The historical financial statements of Semantix have been prepared in accordance with IFRS as issued by the
IASB and in its presentation currency of the Brazilian reais (BRL). The historical financial statements of Alpha have been prepared in accordance with U.S. GAAP in its presentation currency of the U.S. dollar. The unaudited pro
forma condensed combined financial information reflects IFRS, the basis of accounting used by Semantix. The financial statements of Alpha have been translated into BRL for the purposes of presentation in the unaudited pro forma condensed combined
financial information using the following exchange rates:  

at the period end exchange rate as of December 31, 2021 of $1.00 to R$5.5799 for the balance sheet;  

the average exchange rate for the period from January 1, 2021 through December 31, 2021 of $1.00 to
R$5.4068 for the statement of operations for the period ending on that date. Immediately following consummation of the Business
Combination, Alphas former public shareholders, the Sponsor and the current beneficial owners of the Sponsor, which previously owned the Founder Shares, the PIPE Investors, and former Semantix shareholders, own approximately the following
percentages of New Semantix Ordinary Shares:  Ownership percentage post-business combination1

Final redemptionsNew Semantix shares


62,000,000



77.03
%Public shares (Class A)


3,377,561



4.20
%PIPE Investment shares


9,364,500



11.63
%Founder shares (Class B)2


5,750,000



7.14
%Total shares


80,492,061



100.00
%  1.
In each case, not giving effect to any shares issuable upon the exercise or conversion of warrants. 2.
Including 862,500 Alpha Earn-Out Shares that are subject to vesting. The pro forma condensed combined financial information has been prepared considering (i) the redemption of 19,622,439 Alpha
Class A Ordinary Shares held by the public shareholders of Alpha into cash at a price of approximately $10.03 per share, and (ii) the Alpha Class A Ordinary Shares acquired by the PIPE Investors. The proforma adjustments do not have
an income tax effect as they are either (i) incurred by legal entities that are not subject to a corporate income tax, or (ii) permanently non-deductible or
non-taxable based on the laws of the relevant jurisdiction. The share amounts and ownership percentages set forth
above do not take into account (i) New Semantix Warrants, (ii) equity awards issued at Closing upon rollover of the Unvested Semantix Options, (iii) Semantix Earn-Out Shares and (iv) equity
awards to be issued under the 2022 Plan. Note 3 - Accounting for the Business Combination The Business Combination is accounted for as a capital reorganization, in accordance with IFRS. Under this method of accounting, Alpha is considered the
acquired company for financial reporting purposes, and Semantix is the accounting acquirer. This determination is primarily based on the assumption that:  

Semantixs former shareholders hold a majority of the voting power of the New Semantix;




---



Semantixs operations substantially comprise the ongoing operations of New Semantix;  

Pursuant to the Shareholders Agreement, Semantixs former shareholders have the ability to nominate
the majority of the members of the board of directors;  

Semantix is the larger entity in terms of substantive operations and employee base; and  

Semantixs senior management comprise the senior management of New Semantix, including the CEO and CFO
roles. Another determining factor was that Alpha does not meet the definition of a business pursuant to IFRS 3, and thus,
for accounting purposes, the Business Combination is accounted for as a capital reorganization, within the scope of IFRS 2. The net assets of Alpha are stated at historical cost, with no goodwill or other intangible assets recorded. Any excess of
fair value of New Semantix Ordinary Shares issued over the fair value of Semantixs identifiable net assets acquired represents compensation for the service of a stock exchange listing for its shares and is expensed as incurred. The unaudited
pro forma condensed combined financial information assumes the New Semantix Warrants are accounted for as liabilities in accordance with IAS 32 and, accordingly, are subject to ongoing
mark-to-market adjustments through the statement of operations. Note 4
- IFRS Conversion and Presentation Alignment The historical financial information of Alpha has been adjusted to give effect to the differences between
U.S. GAAP and IFRS as issued by the IASB for the purposes of the unaudited pro forma condensed combined financial information. The only adjustment required to convert Alphas financial statements from U.S. GAAP to IFRS for purposes of the
unaudited pro forma condensed combined financial information was to reclassify Alpha Class A Ordinary Shares subject to redemption to non-current financial liabilities under IFRS 2. Further, as part of the preparation of the unaudited pro forma condensed combined financial information, Alphas historical financial information were
converted from USD to Brazilian reais in accordance with the presentation of Semantixs historical financial information, as discussed in Note 2. Note 5 - Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2021 The pro forma adjustments to the unaudited pro forma condensed combined balance sheet as of are as follows:  A.
To reflect the release of cash and investments held in the Trust Account after taking into account the
redemption of Alpha Class A Ordinary Shares which has been reflected as a reduction of other liabilities (see Note E (i)).  B.
To reflect the proceeds from the PIPE Financing with the corresponding issuance of 9.4 million Alpha
Class A Ordinary Shares, with a nominal value of $0.0001, at $10.00 per share, or $93.6 million (R$522.5 million).  C.
To reflect the estimated payment in aggregate that consists of (i) Alphas deferred underwriting fees
of R$44.9 million which were recognized as of December 31, 2021. Subsequently, in May 2022, two of the underwriters of the IPO agreed to waive their right to underwriting commissions of R$44.9 million, (ii) outstanding offering
costs and expenses of R$6.2 million, (iii) Transaction costs incurred by Semantix in the amount of R$46.4 million, and Alpha in the amount of R$25.4 million, respectively, that are direct and incremental costs related to the
Business Combination. These costs are reflected as an adjustment to APIC and accumulated




---

loss, respectively, (iv) additionally, a reclassification is made in order to correctly allocate transaction costs between the liability and equity components of the instruments in
proportion to the allocation of proceeds to be received, of R$41.6 million, and (v) Semantix transaction costs of R$5.1 million that were incurred, and booked in Other assets as of December 31, 2021, and R$1.5 million that
were booked to Trade and other payables.  D.
To reflect the removal of Semantix Share Capital/Premium to APIC of R$55.8 million.  E.
To reflect the capital reorganization of Semantix, as per the Business Combination Agreement, consisting of
(i) the reclassification of non-redeemed shares from liability to permanent equity (ii) the booking of par value shares issued (iii) the removal of historical Alpha equity balances, and
(iv) in accordance with IFRS 2, the deemed costs of the shares issued by Semantix in excess of the net assets of Alpha, which primarily consists of cash and marketable securities held in the Trust Account and certain public and private warrants
liabilities, is accounted for as stock-based compensation and reflected as an adjustment to accumulated deficit. A one percent change in the market price per share of Alpha Capital Class A Ordinary shares would result in the change of
R$3.4 million in the estimated expense. The stock based compensation is calculated as follows:  (in thousands of Brazilian reais)

Final redemptionsDeemed cost of shares issued to Alpha Capital shareholders(1)

R$
341,830Net assets of Alpha December 31,
2021(2)


1,150,746Effect redemption of Alpha ordinary shares


(1,097,870
)Less: Alphas transaction costs


(25,397
)Less: Effect of underwriting fee waiver


44,918Adjusted net assets of Alpha as of December 31, 2021


72,397IFRS 2 charge for listing
services(3)

R$
269,433  (1)
Estimated fair value determined based on average quoted market price of $7.09/share as of August 3, 2022
and foreign exchange rate of $1.00 to R$5.2840. (2)
Calculated based on exchange rate as of December 31, 2021 of $1.00 to R$5.5799 (see Note 2). On the basis
of the foreign exchange rate of $1.00 to R$5.2840 as of August 3, 2022, the net assets of Alpha as of December 31, 2021 translated into Brazilian reais is approximately R$1,089.7 million, which would result in a
R$61.0 million increase in the IFRS 2 charge for listing services (on a pro forma basis). (3)
Estimate of the IFRS 2 charge for listing services after excluding 862,500 Alpha
Earn-Out Shares that are subject to vesting would result in a total IFRS 2 charge for listing services of $237.1 million (on a pro forma basis).  F.
To reflect adjustment made for the 2,500,000 Semantix Earn-Out Shares
consideration in agreement with the Business Combination Agreement of R$116.8 million.  G.
To reflect the removal of Alpha historical accumulated deficit.




---

Note 6 - Adjustments and Reclassifications to Unaudited Pro Forma Condensed Combined Statement Of
Operations for the Year Ended December 31, 2021 The pro forma adjustments included in the unaudited pro forma condensed combined statement of
operations for the year ended December 31, 2021are as follows:  AA.
To reflect the elimination of office and administrative support fees paid by Alpha to the Sponsor.  BB.
To reflect the elimination of interest and dividend income generated from the cash held in the Trust Account.  CC.
Represents the preliminary estimated pro forma expense recognized, in accordance with IFRS 2, for the excess of
the fair value of New Semantix Ordinary Shares issued over the fair value of Alphas identifiable net assets as if the Business Combination was consummated on January 1, 2021 (see Note E (iv)).  DD.
Reflects the estimated transaction costs to be expensed as part of the Business Combination, as described in
C(iv).  EE.
Adjustment to remove the Non-Controlling Interest related to LinkAPI
due to the step-acquisition of LinkAPI being reflected as if it had occurred as of January 1, 2021. Note 7 - Net Loss per Share Represents the net loss per share calculated using the historical weighted average shares outstanding, and the issuance of additional shares in
connection with the Business Combination, PIPE Financing, and step-acquisition of LinkAPI. As the Business Combination, PIPE Financing, and step-acquisition of LinkAPI are being reflected as if they had occurred at the beginning of the period
presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issued in connection with the Business Combination have been outstanding for the entire period presented. As per Note
2, the following are also not included in calculation of pro forma EPS, (i) New Semantix Warrants, (ii) equity awards issued at Closing upon rollover of the Unvested Semantix Options, (iii) 2,500,000 Semantix
Earn-Out Shares and (iv) equity awards to be issued under the 2022 Plan. The 2,500,000 Semantix Earn-Out Shares are subject to restrictions such that they are not
determined to be participating securities at issuance, and are not included in the calculation of pro forma EPS for the year ended December 31, 2021. The New Semantix Options and New Semantix Warrants issued in connection with the Business
Combination are not included in the basic earnings per share calculation as they were not exercised at the date of the consummation of the Business Combination Agreement. Since Semantix reported a loss for the year ended December 31, 2021, the number of shares used to calculate diluted loss per share of common shares
attributable to common shareholders is the same as the number of shares used to calculate basic loss per share of common shares attributable to common shareholders for the period presented because the potentially dilutive shares would have been
antidilutive if included in the calculation. Consequently, the Option Holders and New Semantix Warrants issued in connection with the Business Combination are not included in the diluted earnings per share calculation as they are antidilutive.




---

(in thousands of Brazilian reais, except share and per share data)

Final redemptionsNumerator:Net loss attributable to common stockholders

R$
(387,150
)Denominator:New Semantix shares


62,000,000Public shares


3,377,561PIPE Investment shares


9,364,500Founder Shares1


4,887,500Total weighted average shares outstanding - basic and diluted


79,629,561Net loss per share - basic and diluted

R$
(4.86
)  1.
Excluding 862,500 Alpha Earn-Out Shares that are subject to vesting.