Item 1.01 Entry into a Material Definitive Agreement.

On January 27, 2022, LatAmGrowth SPAC (the "Company") consummated its initial public offering (the "IPO") of 13,000,000 units (the "Units"). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (an "Ordinary Share"), and one-half of one redeemable warrant of the Company. Each whole warrant entitles the holder thereof to purchase one Ordinary Share for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $130,000,000.

In connection with the IPO, the Company entered into the following agreements, the forms of which were previously filed as exhibits to the Company registration statement:

· An Underwriting Agreement, dated January 24, 2022, between the Company, BofA

Securities, Inc. and Banco BTG Pactual S.A. - Cayman Branch.

· A Warrant Agreement, dated January 24, 2022, between the Company and

Continental Stock Transfer & Trust Company, as warrant agent.

· A Letter Agreement, dated January 24, 2022, among the Company, the Sponsor and


   the Company's officers and directors.

· An Investment Management Trust Agreement, dated January 24, 2022, between the


   Company and Continental Stock Transfer & Trust Company, as trustee.

· A Registration Rights Agreement, dated January 24, 2022, among the Company, the


   Sponsor and certain other security holders named therein.

· A Sponsor Warrants Purchase Agreement, dated January 24, 2022, between the


   Company and the Sponsor.

· A Forward Purchase Agreement, dated January 24, 2022, between the Company and

SouthLight Capital LLC.

· An Indemnity Agreement, dated January 24, 2022, between the Company and Gerard


   Cremoux.

· An Indemnity Agreement, dated January 24, 2022, between the Company and Gerardo


   Mendoza.

· An Indemnity Agreement, dated January 24, 2022, between the Company and Eduardo


   Cortina.

· An Indemnity Agreement, dated January 24, 2022, between the Company and Hector


   Martinez.

· An Indemnity Agreement, dated January 24, 2022, between the Company and Miguel


   Olea.

· An Indemnity Agreement, dated January 24, 2022, between the Company and Michael

J. McGuinness.

· An Indemnity Agreement, dated January 24, 2022, between the Company and Zain A.


   Manekia.

· An Indemnity Agreement, dated January 24, 2022, between the Company and Carole


   Philippe.

· An Indemnity Agreement, dated January 24, 2022, between the Company and Murray


   Case.

· An Indemnity Agreement, dated January 24, 2022, between the Company and Juan


   Manuel Ordoñez.

· An Indemnity Agreement, dated January 24, 2022, between the Company and Roberto


   Rittes.

· An Indemnity Agreement, dated January 24, 2022, between the Company and Aron


   Schwarzkopf.

· An Indemnity Agreement, dated January 24, 2022, between the Company and Julio


   Serrano.

· An Indemnity Agreement, dated January 24, 2022, between the Company and Adam


   Wiaktor.




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Item 3.02 Unregistered Sales of Equity Securities.

Substantially concurrently with the closing of the IPO, the Company completed the private sale of 7,900,000 warrants (the "Private Placement Warrants") at a purchase price of $1.00 per Private Placement Warrant, to the Company's sponsor, LatAmGrowth Sponsor LLC (the "Sponsor"), generating gross proceeds to the Company of $7,900,000. The Private Placement Warrants are identical to the warrants sold as part of the Units in the IPO except that, so long as they are held by the Sponsor or its permitted transferees: (1) they will not be redeemable by the Company (except in certain redemption scenarios when the price per Ordinary Share equals or exceeds $10.00 (as adjusted)); (2) they (including the Ordinary Shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the Company's initial business combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the Ordinary Shares issuable upon exercise of these warrants) are entitled to registration rights.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

Effective as of January 24, 2022, (a) the following individuals were appointed to the board of directors of the Company: Zain A. Manekia and Carole Philippe and (b) the following individuals were appointed as Board Advisors: Murray Case, Juan Manuel Ordoñez, Roberto Rittes, Aron Schwarzkopf, Julio Serrano and Adam Wiaktor. Additional information regarding, among other things, each individual's background, board committee membership and compensatory arrangements is contained in the Registration Statement and is incorporated herein by reference.

Item 5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal


           Year.

On January 25, 2022, the Company filed its amended and restated memorandum and articles of association with Registrar of Companies of The Cayman Islands. The terms of the amended and restated memorandum and articles of association of association are set forth in the Registration Statement and are incorporated herein by reference. The foregoing description of the amended and restated memorandum and articles of association is qualified in its entirety by reference to the full text of the amended and restated memorandum and articles of association, which is attached as Exhibit 3.1 hereto and is incorporated herein by reference.




 Item 8.01 Other Events.

A total of $132,600,000, comprised of proceeds from the IPO and the sale of the Private Placement Warrants, was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest to occur of: (1) the completion of the Company's initial business combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company's amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company's obligation to allow redemption in connection with its initial business combination or to redeem 100% of its public shares if the Company does not complete its initial business combination within 15 months from the closing of the IPO (or up to 21 months, if the Company extends the time to complete a business combination) or (B) with respect to any other provision relating to shareholders' rights or pre-initial business combination activity; and (3) the redemption of the Company's public shares if the Company has not completed its initial business combination within the allotted time frame, subject to applicable law.





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On January 24, 2022, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the pricing of the IPO.

On January 27, 2022, the Company issued a press release, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K, announcing the pricing of the IPO.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this Form 8-K:






Exhibit No.                         Description of Exhibits
  1.1            Underwriting Agreement, dated January 24, 2022, between the
               Company, BofA Securities, Inc. and Banco BTG Pactual S.A. - Cayman
               Branch.
  3.1            Amended and Restated Memorandum and Articles of Association of
               the Company.
  4.1            Warrant Agreement, dated January 24, 2022, between the Company
               and Continental Stock Transfer & Trust Company, as warrant
               agent.
  10.1           Letter Agreement, dated January 24, 2022, among the Company, the
               Sponsor and the Company's officers and directors.
  10.2           Investment Management Trust Agreement, dated January 24, 2022,
               between the Company and Continental Stock Transfer & Trust
               Company, as trustee.
  10.3           Registration Rights Agreement, dated January 24, 2022, among the
               Company, the Sponsor and certain other security holders named
               therein.
  10.4           Sponsor Warrants Purchase Agreement, dated January 24, 2022,
               between the Company and the Sponsor.
  10.5           Forward Purchase Agreement, dated January 24, 2022, between the
               Company and SouthLight Capital LLC.
  10.6           Form of Indemnity Agreement, dated January 24, 2022, between the
               Company and each officer and/or director.
  99.1           Press Release, dated January 24, 2022.
  99.2           Press Release, dated January 27, 2022.




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