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 THAT SUCH REGISTRATION IS NOT REQUIRED.


 


PROMISSORY NOTE


	 	 
	Principal Amount: $500,000	Dated as of March 7, 2022


 


Alpha Capital Acquisition Company, a Cayman Islands exempted company
and blank check company (the “Maker”), promises to pay to the order of Alpha Capital Sponsor, LLC, a Cayman Islands
limited liability company, or its registered assigns or successors in interest (the “Payee”), or order, the principal
sum of up to five hundred thousand U.S. dollars ($500,000) in lawful money of the United States of America, on the terms and conditions
described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined
by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this
Note.


 


1. Principal. The principal balance of this Note shall be payable
on the earlier of: (i) June 30, 2022 or (ii) the date on which Maker consummates a business combination (the “Due Date”);
provided, however, that the Maker may prepay the principal balance at any time prior to the Due Date.


 


2. Interest. No interest shall accrue on the unpaid principal
balance of this Note.


 


3. Drawdown Requests; Application of Payments. Maker and Payee
agree that Maker may request up to five hundred thousand U.S. dollars ($500,000) for the Maker’s ongoing working capital requirements.
The principal of this Note may be drawn down from time to time prior to the Due Date (each, a “Drawdown Request”).
Each Drawdown Request must state the amount to be drawn down, and must not be an amount less than One Thousand Dollars ($1,000) unless
agreed upon by Maker and Payee. Payee shall fund each Drawdown Request no later than three (3) business day after receipt of a Drawdown
Request. No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker.
All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including
(without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of
the unpaid principal balance of this Note.


 


4. No Conversion. Maker shall pay the principal amount
due pursuant to this Note in cash in accordance with the terms of this Note. For the avoidance of doubt, Payee and Maker acknowledge and
agree that the unpaid balance of this Note shall not be converted into warrants exercisable for ordinary shares of the Maker.


 


5. Events of Default. The following shall constitute an event
of default (“Event of Default”):


 


(a) Failure to Make Required Payments. Failure by Maker to pay
the principal amount due pursuant to this Note within five (5) business days of the date specified above.


 


(b) Voluntary Bankruptcy, Etc. The commencement by Maker of
a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it
to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official)
of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure
of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the
foregoing.


 


(c) Involuntary Bankruptcy, Etc. The entry of a decree or order
for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy,
insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official)
of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of
any such decree or order unstayed and in effect for a period of sixty (60) consecutive days.






 




     


     


    

 


6. Remedies.


 


(a) Upon the occurrence of an Event of Default specified in Section
6(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal
amount of this Note, and all other amounts payable thereunder, shall become immediately due and payable without presentment, demand, protest
or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same
to the contrary notwithstanding.


 


(b) Upon the occurrence of an Event of Default specified in Sections
6(b) and 6(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and
immediately become due and payable, in all cases without any action on the part of Payee.


 


7. Waivers. Maker and all endorsers and guarantors of, and sureties
for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all
errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue
to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any
sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil
process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained
by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.


 


8. Unconditional Liability. Maker hereby waives all notices
in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability
shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence,
extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals,
waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional
makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.


 


9. Notices. All notices, statements or other documents which
are required or contemplated by this Note shall be: (i) in writing and delivered personally or sent by first class registered or certified
mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the
number most recently provided to such party or such other address or fax number as may be designated in writing by such party or (iii)
by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be
designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of
delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission,
one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.


 


10. Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.


 


11. Severability. Any provision contained in this Note which
is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other jurisdiction.






 


12. Trust Waiver. Notwithstanding anything herein to the contrary,
the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution
of or from the trust account in which the proceeds of the initial public offering (the “IPO”) conducted by the Maker
(including the deferred underwriting discounts and commissions) and the proceeds of the sale of the warrants issued in a private placement
that occurred in connection with the IPO were deposited, as described in greater detail in the registration statement and prospectus filed
with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment
or satisfaction for any Claim against the trust account for any reason whatsoever.


 


13. Amendment; Waiver. Any amendment hereto or waiver of any
provision hereof may be made with, and only with, the written consent of the Maker and the Payee.


 



14. Assignment. No assignment or transfer of this Note or any
rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of
the other party hereto and any attempted assignment without the required consent shall be void.


 


[Signature page follows]


 




     


     


    

 


IN WITNESS WHEREOF, Maker, intending to be legally bound hereby,
has caused this Note to be duly executed by the undersigned as of the day and year first above written.


 


	 	ALPHA CAPITAL ACQUISITION COMPANY,
	 	
    a Cayman Islands exempted company

	 	 
	 	By:	
    /s/ Alec Oxenford

	 	 	Name:	Alec Oxenford
	 	 	Title:	Director


  
 


 


	 	
    ALPHA CAPITAL SPONSOR LLC,

    a Cayman Islands limited liability company

	 	 
	 	 
	 	By:	
    /s/ Rafael Steinhauser

	 	 	Name:	Rafael Steinhauser
	 	 	Title:	Manager



 



     


     


    


 


SCHEDULE OF BORROWINGS


 


The following increases or decreases in this Promissory
Note have been made:


 


	
    Date of Increase or Decrease
	
    Amount of decrease in Principal
Amount of this Promissory Note
	
    Amount of increase in Principal
Amount of this Promissory Note
	
    Principal Amount of this Promissory
Note following such decrease or increase